Common use of Procedures Relating to Tax Claims Clause in Contracts

Procedures Relating to Tax Claims. (a) After the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient or any of its Affiliates of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes (“Tax Claim”) received by the Recipient from any Governmental Authority or any other party to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent to give such notice shall not affect the other party’s rights to indemnification under Article 12 or Article 13 unless the other party is materially adversely prejudiced as a consequence of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect to control a Tax Claim for a Pre-Closing Tax Period pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense of such Tax Claim (at the Parent’s and Sellers expense). (c) With respect to any Tax Claim that involves any Straddle Period, Purchaser shall notify the Parent of such Tax Claim and Purchaser shall control the conduct of any such Tax Claim, through counsel of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of Parent (which shall not be unreasonably withheld or delayed).

Procedures Relating to Tax Claims. (a) After If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient Purchaser or any of its Affiliates pursuant to this Article X, the Purchaser shall notify the Seller of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (“a "Tax Claim”) received by "), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve the other party’s rights Seller from any liability which it may have on account of this indemnification or otherwise, except to indemnification under Article 12 or Article 13 unless the other party extent that the Seller is materially adversely prejudiced as a consequence thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Company for a Straddle Period). If the Parent desires to elect to control any such Tax Claim) with its own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonable satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodPurchaser. If the Parent does not elect The Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Seller or for a Pre-Closing Tax Period which the Seller would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense X. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim (at relates to taxable periods ending after the Parent’s Closing Date, in which event such costs will be fairly apportioned. The Purchaser and Sellers expense). (c) With respect to the Company shall cooperate with the Seller in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon the Seller's request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel the Seller shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Parent (which the Purchaser, and neither the Seller, nor any Seller Entity, shall not be unreasonably withheld or delayed)file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of the Purchaser. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company.

Procedures Relating to Tax Claims. (a) After If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient Purchaser or any of its Affiliates pursuant to this Article X, the Purchaser shall notify the Seller of any written notice such claim (a "TAX CLAIM"), stating the nature and basis of any pending or threatened audit or assessmentsuch claim and the amount thereof, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes (“Tax Claim”) received by the Recipient from any Governmental Authority or any other party to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve the other party’s rights Seller from any liability which it may have on account of this indemnification or otherwise, except to indemnification under Article 12 or Article 13 unless the other party extent that the Seller is materially adversely prejudiced as a consequence thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Company for a Straddle Period). If the Parent desires to elect to control any such Tax Claim) with its own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonable satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodPurchaser. If the Parent does not elect The Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Seller or for a Pre-Closing Tax Period which the Seller would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense X. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim (at relates to taxable periods ending after the Parent’s Closing Date, in which event such costs will be fairly apportioned. The Purchaser and Sellers expense). (c) With respect to the Company shall cooperate with the Seller in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon the Seller's request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel the Seller shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Parent (which the Purchaser, and neither the Seller, nor any Seller Entity, shall not be unreasonably withheld or delayed)file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of the Purchaser. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company.

Procedures Relating to Tax Claims. (a) After If a claim is made by any Tax Governmental Agency which, if successful, is likely to result in an indemnity payment to the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient Purchaser or any of its Affiliates pursuant to this Article IX, the Purchaser shall notify the Shareholders of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (a “Tax Claim”) received by ), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve the other party’s rights Shareholders from any liability which they may have on account of this indemnification or otherwise, except to indemnification under Article 12 or Article 13 unless the other party is extent that the Shareholders are materially adversely prejudiced as a consequence thereby. The Shareholders will have the right, at their option, upon timely notice to the Purchaser, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any such Tax Claimtheir own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonable satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodPurchaser. If the Parent does not elect The Shareholders’ right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Shareholders or for a Pre-Closing Tax Period which the Shareholders would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense IX. Costs of such Tax Claims are to be borne by the Shareholders unless the Tax Claim (at relates to taxable periods ending after the Parent’s Closing Date, in which event such costs will be fairly apportioned. The Purchaser and Sellers expense). (c) With respect to IMSI shall cooperate with the Shareholders in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon the Shareholders’ request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel the Shareholders shall neither consent nor agree (nor cause WHL to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any Canadian, province of British Columbia, state or federal income tax of WHL or any Affiliated Group of which WHL is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Parent (which the Purchaser, and neither the Shareholders, nor any Shareholders Entity, shall not be unreasonably withheld or delayed)file an amended Tax Return with respect to such period that may affect the liability for Taxes of WHL without the prior written consent of the Purchaser.

Procedures Relating to Tax Claims. (a) After If any Tax authority raises any issue with Buyer, including any Tax matters which could be subject to Dubbell's indemnification under Section 9.1(d), related to the Closing, each Company or other Subsidiary of Purchaser, on the one hand, and Parent, on the other hand (Company or the “Recipient”)Parent, then Buyer shall promptly notify Dubbell and offer him the other party right to confer with such Tax authority before any claim for Tax deficiency is raised. In addition, notwithstanding the provisions of Section 9.2, if a Claim is made by any Tax authority which, if successful, is likely to result in writing upon receipt by the Recipient an indemnity payment to Buyer or any of its Affiliates pursuant to this Article IX, the Buyer shall notify Dubbell of any written notice such claim (a "TAX CLAIM"), stating the nature and basis of any pending or threatened audit or assessmentsuch claim and the amount thereof, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes (“Tax Claim”) received by the Recipient from any Governmental Authority or any other party to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice under the preceding two sentences shall not affect relieve Dubbell from any liability which he may have on account of this indemnification or otherwise, except to the other party’s rights to indemnification under Article 12 or Article 13 unless the other party extent that Dubbell is materially adversely prejudiced as a consequence of such failure. (b) Parent may elect to control thereby. Dubbell will have the conductright, through counsel of the Parent’s own choosing at his option and at his sole cost and expense, upon timely notice to the Parent’s sole expense and with the participation Buyer, to assume control of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Parent or the Company for a Straddle Period). If the Parent desires to elect to control any such Tax Claim) with his own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonably satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodBuyer. If the Parent does not elect Dubbell's right to control a Tax Claim will be limited to amounts in dispute which would be paid by Dubbell or for a Pre-Closing Tax Period which Dubbell would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense IX. Costs of such Tax Claim (at Claims are to be borne by Dubbell unless the Parent’s and Sellers expense). (c) With respect to any Tax Claim that involves relates to taxable periods of the Parent or the Company beginning after the Effective Date or to any Straddle Period, Purchaser in which event such costs will be born by the Buyer or, in the case of the Straddle Period, will be fairly apportioned between Dubbell and the Buyer based upon their proportionate interests. The Buyer Indemnified Parties shall notify cooperate with Dubbell in contesting any Tax Claim, which cooperation shall include the Parent retention and, upon Dubbell's request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel Dubbell shall neither consent nor agree to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Parent or the Company or any "affiliated group" (as defined in Section 1504(a) of the Code) of which the Parent or the Company is a member for any taxable period ending subsequent to the Effective Date without the prior written consent of the Buyer, and neither Dubbell, nor any entity controlled by Dubbell, shall file an amended Tax Return that may affect the liability for Taxes of the Parent (which or the Company without the prior written consent of the Buyer. The Buyer and Dubbell shall not be unreasonably withheld or delayed)jointly control all proceedings taken in connection with any Tax Claims relating solely to a Straddle Period.

Procedures Relating to Tax Claims. (a) After If any Taxing Authority or other Person makes a Tax Claim, then the Closing, each party hereto first receiving notice of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), such Tax Claim promptly shall promptly notify provide written notice of such Tax Claim to the other party hereto. Such notice shall specify in writing upon receipt by reasonable detail the Recipient or any of its Affiliates basis for such Tax Claim and shall include a copy of any written relevant correspondence received from the Taxing Authority or other Person. (b) The Seller shall have the right to defend, object to or prosecute, at its sole cost and expense, those Tax Claims relating to Pre-Closing Periods of the Company or the Business or the Assets. In order to defend, object to or prosecute any such Tax Claim, the Seller shall notify the Purchaser that it elects to defend, object to or prosecute such Tax Claim (such notice, an “Election Notice”) within 30 days after (i) the date on which the Seller receives notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar such Tax Claim relating from the Purchaser (with respect to Taxes (“Tax Claim”) Claims as to which the Purchaser first received by the Recipient notice from any Governmental a Taxing Authority or any other party Person), or (ii) the date on which the Seller delivered to the extent Purchaser notice of any such Tax Claim (with respect to Tax Claims as to which the Seller first received notice from a Taxing Authority or any other Person). The Seller may give rise in its discretion settle or compromise any Tax Claim as to which the Seller has provided an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this AgreementElection Notice to the Purchaser; provided, however, that a failure by Purchaser or if the Parent to give such notice shall not affect the other party’s rights to indemnification under Article 12 or Article 13 unless the other party is materially adversely prejudiced as a consequence of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice results of such Tax Claim notify could reasonably be expected to have a material Tax cost to the Purchaser, the Company or their Subsidiaries for any Tax period including or ending after the Closing Date, then the Seller shall not settle or compromise such Tax Claim without the Purchaser’s prior written consent (not to be unreasonably withheld, delayed or conditioned). The Purchaser or its authorized representatives shall be entitled, at the expense of the Purchaser, to attend but not participate in writing of its intent or control, all proceedings relating to do so. If the Parent properly elects to control such Tax Claim. Whether or not the Seller has assumed the defense of a Tax Claim, then the Parent shall have all rights Seller will not be obligated to settle, compromise and/or concede such asserted liability and indemnify the Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries hereunder with respect to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability any settlement entered into or any judgment consented to without the Seller’s prior written consent of Purchaser (whose consent, such consent shall not be unreasonably withheld, delayed or conditioned. (c) if such settlementIf, compromise or concession could increase the Tax liability of with respect to any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect to control a Tax Claim for related to a Pre-Closing Tax Period pursuant to this Section 13.6(b) (or, after assuming controlPeriod, the Parent Seller fails to reasonably deliver an Election Notice to the Purchaser within the period provided in Section 8.5(b), then the Purchaser shall have the right to defend against or prosecute such Tax Claim), Purchaserat its sole cost and expense or, if the Purchaser incurs a Loss with respect to the matter in question for which the Purchaser is entitled to indemnification pursuant to clause (a) or (b) of Section 8.4, at the expense of the Seller. The Purchaser shall have full control of such defense or prosecution and such proceedings, except that the Seller: (i) shall have the right to participate in the defense or prosecution, and such proceedings, at its Affiliates maysole cost and expense; (ii) may at any time thereafter assume the defense of such Tax Claim, without affecting in which event the Seller shall bear the reasonable fees, costs and expenses of the Purchaser’s or any other indemnified party’s rights counsel incurred prior to indemnification under Article 12 and Article 13, assume sole control the assumption by the Seller of the defense of such Tax Claim Claim; and (at the Parent’s and Sellers expense). (ciii) With respect to any Tax Claim that involves any Straddle Period, Purchaser shall notify the Parent of such Tax Claim and Purchaser shall control the conduct of any such Tax Claim, through counsel of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of Parent (which shall not be obligated to indemnify the Purchaser hereunder for any settlement entered into or any judgment consented to without the Seller’s prior written consent, such consent not to be unreasonably withheld withheld, delayed or delayed)conditioned.

Procedures Relating to Tax Claims. (a) After If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient Purchaser or any of its Affiliates pursuant to this Article XI, the Purchaser shall notify the Sellers of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (a “Tax Claim”) received by ), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve the other party’s rights Sellers from any liability which it may have on account of this indemnification or otherwise, except to indemnification under Article 12 or Article 13 unless the other party is extent that the Sellers are materially adversely prejudiced as a consequence thereby. The Sellers will have the right, at their option, upon timely notice to the Purchaser, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Company or MCG IH for a Straddle Period). If the Parent desires to elect to control any such Tax Claim) with its own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonable satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodPurchaser. If the Parent does not elect The Sellers’ right to control a Tax Claim will be limited to amounts in dispute which may be reasonably required to be paid by the Sellers or for a Pre-Closing Tax Period which the Sellers may reasonably be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense XI. Costs of such Tax Claims are to be borne by the Sellers unless the Tax Claim (at relates to taxable periods ending after the Parent’s Closing Date, in which event such costs will be fairly apportioned. The Purchaser and the Company shall cooperate with the Sellers expense). (c) With respect to in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon the Sellers’ request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel the Sellers shall neither consent nor agree (nor cause the Company or MCG IH to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Company or MCG IH or any Affiliated Group of which the Company or MCG IH is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Parent the Purchaser (which shall such consent not to be unreasonably withheld or delayeddelayed unless as a result thereof Purchaser may reasonably be expected to incur unreimbursed expenses or losses), and the Sellers shall not file, or consent to or caused to be filed, an amended Tax Return that may affect the liability for Taxes of the Company or MCG IH without the prior written consent of the Purchaser. The Purchaser and the Sellers shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company or MCG IH.

Procedures Relating to Tax Claims. (a) After the ClosingIf a claim is made by any Tax authority which, each of Purchaserif successful, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party is likely to result in writing upon receipt by the Recipient an indemnity payment to Parent or any of its Affiliates pursuant to this Article X, Parent shall notify the Stockholders’ Agent of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (a “Tax Claim”) received by ), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve the other party’s rights Stockholders’ Agent from any liability which it may have on account of this indemnification or otherwise, except to indemnification under Article 12 or Article 13 unless the other party extent that the Stockholders’ Agent is materially adversely prejudiced as a consequence thereby. The Stockholders’ Agent will have the right, at its option, upon timely notice to Parent, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Company for a Straddle Period)) with its own counsel provided such counsel is reasonably satisfactory to Parent. If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect The Stockholders’ Agent’s right to control a Tax Claim will be limited to amounts in dispute which would be paid by Sellers or for a Pre-Closing Tax Period which Sellers would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense X. Costs of such Tax Claims shall be borne by Sellers unless the Tax Claim (at relates to taxable periods ending after the Parent’s Effective Date, in which event such costs will be fairly apportioned. Parent and Sellers expense). (c) With respect to the Company shall cooperate with the Stockholders’ Agent in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon the Stockholders’ Agent’s request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel the Stockholders’ Agent shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income Tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Effective Date without the prior written consent of Parent (which Parent, and the Stockholders’ Agent shall not be unreasonably withheld or delayed)file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of Parent. Parent and the Stockholders’ Agent shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company.

Procedures Relating to Tax Claims. (a) After the ClosingIf a claim is made by any ---------------------------------- tax authority which, each of Purchaserif successful, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party is likely to result in writing upon receipt by the Recipient an indemnity payment to Buyer or any of its Affiliates affiliates pursuant to this Section 8.2, Buyer shall notify Seller of any written notice such claim (a "TAX CLAIM"), stating the nature and basis of any pending or threatened audit or assessmentsuch claim and the amount thereof, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes (“Tax Claim”) received by the Recipient from any Governmental Authority or any other party to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve Seller from any liability which it may have on account of this indemnification or otherwise, except to the other party’s rights to indemnification under Article 12 or Article 13 unless the other party extent that Seller is materially adversely prejudiced as a consequence thereby. Seller will have the right, at its option, upon timely notice to Buyer, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving (other than a Tax Claim relating solely to Taxes of Target for a Straddle Period) with its own counsel. Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by Seller or for which Seller would be liable pursuant to this Article 8. Costs of such Tax Claims are to be borne by Seller unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. Buyer and Target shall cooperate with Seller in contesting any asserted liability Tax Claim, which cooperation shall include the retention and, upon Seller's request, the provision 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. Notwithstanding the foregoing, Seller shall neither consent nor agree (nor cause Target to consent or agree) to the settlement of any Tax Claim with respect to any liability for Taxes that may affect the liability for any Taxes of Target or any affiliated group (as defined in Section 1504(a) of the Code) of which Target is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Buyer. Buyer and Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of Target. In the event a taxing authority requests Target or Buyer to agree to an extension of the statute of limitations with respect to any Pre-Closing Tax Period, Buyer shall notify Seller within three (3) business days of such request. Whether such a request is made or not, neither Target nor Buyer will agree to an extension of the statute of limitations with respect to any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the prior written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect to control a Tax Claim for a Pre-Closing Tax Period pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense of such Tax Claim (at the Parent’s and Sellers expense)Seller. (c) With respect to any Tax Claim that involves any Straddle Period, Purchaser shall notify the Parent of such Tax Claim and Purchaser shall control the conduct of any such Tax Claim, through counsel of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of Parent (which shall not be unreasonably withheld or delayed).

Procedures Relating to Tax Claims. (a) After If any Tax authority raises any issue with Buyer, including any Tax matters which could be subject to Dubbell's indemnification under Section 9.1(d), related to the Closing, each Company or other Subsidiary of Purchaser, on the one hand, and Parent, on the other hand (Company or the “Recipient”)Parent, then Buyer shall promptly notify Dubbell and offer him the other party right to confer with such Tax authority before any claim for Tax deficiency is raised. In addition, notwithstanding the provisions of Section 9.2, if a Claim is made by any Tax authority which, if successful, is likely to result in writing upon receipt by the Recipient an indemnity payment to Buyer or any of its Affiliates pursuant to this Article IX, the Buyer shall notify Dubbell of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (“a "Tax Claim”) received by "), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice under the preceding two sentences shall not affect relieve Dubbell from any liability which he may have on account of this indemnification or otherwise, except to the other party’s rights to indemnification under Article 12 or Article 13 unless the other party extent that Dubbell is materially adversely prejudiced as a consequence of such failure. (b) Parent may elect to control thereby. Dubbell will have the conductright, through counsel of the Parent’s own choosing at his option and at his sole cost and expense, upon timely notice to the Parent’s sole expense and with the participation Buyer, to assume control of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Parent or the Company for a Straddle Period). If the Parent desires to elect to control any such Tax Claim) with his own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonably satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodBuyer. If the Parent does not elect Dubbell's right to control a Tax Claim will be limited to amounts in dispute which would be paid by Dubbell or for a Pre-Closing Tax Period which Dubbell would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense IX. Costs of such Tax Claim (at Claims are to be borne by Dubbell unless the Parent’s and Sellers expense). (c) With respect to any Tax Claim that involves relates to taxable periods of the Parent or the Company beginning after the Effective Date or to any Straddle Period, Purchaser in which event such costs will be born by the Buyer or, in the case of the Straddle Period, will be fairly apportioned between Dubbell and the Buyer based upon their proportionate interests. The Buyer Indemnified Parties shall notify cooperate with Dubbell in contesting any Tax Claim, which cooperation shall include the Parent retention and, upon Dubbell's request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel Dubbell shall neither consent nor agree to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Parent or the Company or any "affiliated group" (as defined in Section 1504(a) of the Code) of which the Parent or the Company is a member for any taxable period ending subsequent to the Effective Date without the prior written consent of the Buyer, and neither Dubbell, nor any entity controlled by Dubbell, shall file an amended Tax Return that may affect the liability for Taxes of the Parent (which shall not be unreasonably withheld or delayed).the Company without the prior written

Procedures Relating to Tax Claims. (a) After If Cobalt or an affiliate of Cobalt receives notice of the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient assertion or any of its Affiliates commencement of any written notice of any pending or threatened audit or assessmentclaim, suitaudit, proposed adjustmentexamination, deficiencyproceeding, dispute, administrative judicial proceeding litigation or other similar Claim relating to Taxes proposed change or adjustment by any taxing authority or other person (a “Tax Claim”) with respect to a taxable period of a Special Purpose Holdco or any Special Purpose Holdco Shared Subsidiary ending on, prior to, or including the Effective Date, then promptly after receipt of such notice, the party receiving notice of such Tax Claim shall notify the applicable Holder of such notice. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received by the Recipient from any Governmental Authority taxing authority in respect of any such asserted Tax Claim. The applicable Holder(s) shall have the right to control, defend or prosecute (A) any other party Tax Claim relating to a period ending on or prior to the Effective Date and (B) any Tax Claim relating to a Straddle Period to the extent such Tax Claim relates to transactions or events of the Special Purpose Holdco or the Special Purpose Holdco Shared Subsidiary, as the case may give rise be, occurring on or prior to an indemnification right under Section 12.2the Effective Date, Section 12.3 by all appropriate proceedings, and Cobalt shall (i) cooperate fully in connection with such Tax Claim and (ii) provide all necessary approvals, including powers of attorney, needed to defend, control, or Section 13.4 under this Agreementprosecute such Tax Claim; provided, however, that a failure by Purchaser or (x) Cobalt shall be kept informed of and have the Parent right to give such notice shall not affect the other party’s rights to indemnification under Article 12 or Article 13 unless the other party is materially adversely prejudiced as a consequence of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice of participate in such Tax Claim notify Purchaser in writing of its intent to do so. If and (y) the Parent properly elects to control such Tax Claimapplicable Holder(s) shall not, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the prior written consent of Purchaser (whose Cobalt, which consent shall not be unreasonably withheld) if such settlement, delayed or conditioned, enter into any compromise or concession settlement of such Tax Claim that could increase the Tax liability of any of Purchaser (reasonably be expected to have an adverse effect on Cobalt or any of its Affiliatesaffiliates; provided, further, that in the case of a Special Purpose Holdco Shared Subsidiary, such right shall be shared by the Shared Holders in a manner determined by such Holders. Except as otherwise provided in this Section 3.2, Cobalt shall control, defend or prosecute any Tax Claim relating to Straddle Periods by all appropriate proceedings and the applicable Holder(s) shall cooperate fully, as and to the extent requested by Cobalt, in connection with such Tax Claims provided, however, that (1) the applicable Holder(s) shall be kept informed of and have the right to participate in such Tax Claim and (2) Cobalt shall not, without the prior written consent of the applicable Holder(s), which consent shall not be unreasonably withheld, delayed or conditioned, enter into any Acquired Corporation compromise or settlement of such Tax Claim that could reasonably be expected to have an adverse effect on the applicable Holder(s) or any Acquired Corporation Subsidiary of its affiliates. The applicable Holder(s) shall reimburse Cobalt for all reasonable out-of-pocket costs and expenses incurred in connection with controlling, defending or prosecuting any other taxable period. If the Parent does not elect to control a Tax Claim for a Pre-Closing Tax Period pursuant to this Section 13.6(b) (or, after assuming control, 3.2 to the Parent fails extent such costs and expenses are attributable to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense of such a Tax Claim (at arising out of transactions or events of a Special Purpose Holdco or a Special Purpose Holdco Shared Subsidiary occurring on or prior to the Parent’s Effective Date; provided that, in the case of a Special Purpose Holdco Shared Subsidiary, such reimbursement obligation shall be shared, jointly and Sellers expense). (c) With respect to any Tax Claim that involves any Straddle Periodseverally, Purchaser shall notify the Parent of such Tax Claim and Purchaser shall control the conduct of any such Tax Claim, through counsel of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of Parent (which shall not be unreasonably withheld or delayed)Shared Holders.

Procedures Relating to Tax Claims. (a) After If Buyer or the ClosingBank receives notice of a pending audit of the Bank, each of Purchaseror if an assessment or written claim for Taxes shall be made by any Governmental Authority, on the one handwhich audit, and Parentassessment or claim, on the other hand (the “Recipient”)if successful, shall promptly notify the other party might result in writing upon receipt by the Recipient a payment to Buyer pursuant to Section 6.01(a) or any of its Affiliates Article VIII for breach of any written notice of any pending representation or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes warranty under Section 3.19 (a “Tax Claim”), Buyer or the Bank shall forward a copy of such Tax Claim to Parent within ten (10) received by days of receipt of such Tax Claim. If Buyer or the Recipient from any Governmental Authority Bank fails to forward a copy of such Tax Claim within such period, Parent shall not be liable to the Bank or any other party the Buyer Indemnified Parties to the extent Parent’s position with respect to such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent to give such notice shall not affect the other party’s rights to indemnification under Article 12 or Article 13 unless the other party is materially adversely prejudiced as a consequence result of such failure. (b) Parent may elect shall have the right to control the conductparticipate with Buyer in any Tax audit or administrative or court proceeding related to Pre-Closing Tax Periods, through and to employ counsel of its choice at its expense. Buyer agrees that it will cooperate, and cause the Bank to cooperate, fully with Parent and Parent’s own choosing and at counsel in the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, of defense against any Tax Claim involving Claim. Buyer shall have the sole right to represent the Bank in any asserted liability Tax audit or administrative or court proceeding related to taxable periods beginning after the Closing Date, and to employ counsel of its choice at its expense. Parent agrees to cooperate, at its expense, fully with respect Buyer and its counsel in the defense against any claim in any said proceeding. Further, notwithstanding the foregoing, Parent shall not agree to any settlement concerning Taxes for any taxable period ending on or relating before the Closing Date, which settlement may result in an increase in Taxes of the Bank for any taxable period ending after the Closing Date, without the prior written consent of Buyer, nor shall Buyer agree to any settlement concerning Taxes for any taxable period ending after the Closing Date which may result in an increase in Taxes of the Bank for any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the prior written consent of Purchaser (whose Parent. Any consent shall required to be given under this Section may not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect to control a Tax Claim for a Pre-Closing Tax Period pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense of such Tax Claim (at the Parent’s and Sellers expense). (c) With respect After the Closing Date, Parent and Buyer shall consult in good faith during the course of any audits or administrative or judicial proceedings pertaining to Taxes of, or which may affect, the Bank for Pre-Closing Tax Periods. Such consultations shall include, but not be limited to, consultations concerning any ongoing or future audits related to any Tax Claim that involves any Straddle Periodperiod or portion thereof ending prior to or including the Closing Date and court proceedings with respect thereto. Buyer or Parent, Purchaser as the case may be, shall notify the Parent of such Tax Claim and Purchaser shall control the conduct be made aware of any such Tax Claim, through counsel of Purchaser’s own choosing with participation meetings and conferences related thereto and have the right (to the extent permissible by the Parent (law) to have a representative present at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of Parent (which shall not be unreasonably withheld or delayed)those conferences.

Procedures Relating to Tax Claims. (a) After If any Taxing Authority or other Person makes a Tax Claim, then the Closing, each party hereto first receiving notice of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), such Tax Claim promptly shall promptly notify provide written notice of such Tax Claim to the other party hereto. Such notice shall specify in writing upon receipt by reasonable detail the Recipient or any of its Affiliates basis for such Tax Claim and shall include a copy of any written relevant correspondence received from the Taxing Authority or other Person. (b) Except as provided in paragraphs (c) or (d) of this Section 8.5, the Sellers shall have the right to defend, object to or prosecute, at their sole cost and expense, those Tax Claims relating to any Taxable period ending on or prior to the Closing Date. In order to defend, object to or prosecute any such Tax Claim, the Sellers shall notify the Purchaser that they elect to defend, object to or prosecute such Tax Claim (such notice, an “Election Notice”) within 30 days after (i) the date on which the Sellers receive notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar such Tax Claim relating from the Purchaser (with respect to Taxes (“Tax Claim”) Claims as to which the Purchaser first received by the Recipient notice from any Governmental a Taxing Authority or any other party Person), or (ii) the date on which the Sellers delivered to the extent Purchaser notice of any such Tax Claim (with respect to Tax Claims as to which the Sellers first received notice from a Taxing Authority or any other Person). The Sellers may give rise in their discretion settle or compromise any Tax Claim as to which the Sellers have provided an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this AgreementElection Notice to the Purchaser; provided, however, that if the results of such Tax Claim could reasonably be expected to have a failure by Purchaser material Tax cost to the Purchaser, the Companies or their Subsidiaries for any Tax period including or ending after the Parent to give such notice Closing Date, then the Sellers shall not affect settle or compromise such Tax Claim without the other party’s rights prior written consent of the Purchaser, such consent not to indemnification under Article 12 be unreasonably withheld or Article 13 unless delayed. The Purchaser shall be entitled, at the other party is materially adversely prejudiced as a consequence expense of the Purchaser, to attend, but not participate in or control, all proceedings relating to such failureTax Claim. (bc) Parent may elect If, (i) Sellers have the right to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, of any Tax Claim involving any asserted liability with respect pursuant to paragraph (b) of this Section 8.5, (ii) paragraph (d) of this Section 8.5 is inapplicable and (iii) the Sellers fail to deliver an Election Notice to the Purchaser within the period provided in Section 8.5(b), then the Purchaser shall have the right to defend or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If the Parent desires to elect to control any prosecute such Tax Claim, Parent shall within ten at its sole cost and expense (10or, if the Purchaser incurs a Loss with respect to the matter in question for which the Purchaser is entitled to indemnification pursuant to clause (c) calendar days of receipt Section 11.2, at the expense of the notice Sellers). The Purchaser shall have full control of such Tax Claim notify Purchaser in writing of its intent to do so. If defense or prosecution and such proceedings, except that the Parent properly elects to control such Tax Claim, then the Parent Sellers (i) shall have all rights the right to settleparticipate in the defense or prosecution, compromise and/or concede and such asserted liability proceedings, at their sole cost and Purchaser shall reasonably cooperate expense and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent ii) shall not be unreasonably withheld) if such settlement, compromise or concession could increase obligated to indemnify the Tax liability of Purchaser hereunder for any of Purchaser (settlement entered into or any of its Affiliates)judgment consented to without the Sellers’ prior written consent, any Acquired Corporation such consent not to be unreasonably withheld or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect to control a Tax Claim for a Pre-Closing Tax Period pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense of such Tax Claim (at the Parent’s and Sellers expense)delayed. (cd) With respect to any Tax Claim that involves any relates to (i) a Straddle PeriodPeriod or (ii) non-income Taxes and a Taxable period ending on or prior to the Closing Date and for which it is unclear at the time the Tax Claim arises whether Sellers will be required pursuant to this Agreement to indemnify Purchaser, Purchaser shall notify the Parent of in whole or in part, for Losses related to such Tax Claim (such Tax Claims described in subparagraph (i) and (ii), “Jointly Controlled Tax Claims”), Purchaser and Sellers shall jointly control any defense or prosecution of such Jointly Controlled Tax Claims. If Purchaser and Sellers disagree as to the conduct appropriate forum for the contest of any Jointly Controlled Tax Claim or disagree as to any other action proposed to be taken with respect to such Jointly Controlled Tax Claim, through counsel Purchaser and Sellers shall, acting in reasonable good faith, strive to reach agreement regarding such action as soon as reasonably practicable. If Purchaser and Sellers can not reach agreement with respect to any such action, the party that is more reasonably likely to be liable for the greater amount of Purchaser’s own choosing with participation by Losses that are the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such subject of the Jointly Controlled Tax Claim shall determine the appropriate course with respect to such action. No party shall settle or compromise any Jointly Controlled Tax Claim without the other party’s prior written consent of Parent (which shall not to be unreasonably withheld or delayed).

Procedures Relating to Tax Claims. (a) After the ClosingIf an audit, each of Purchaserexamination, on the one handinquiry or other claim shall be made by any Tax authority which, and Parentif successful, on the other hand (the “Recipient”might result in an indemnity payment pursuant to Section 8.9.2(a), shall promptly notify the other or if a party in writing upon receipt by the Recipient or any of its Affiliates of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating otherwise wishes to Taxes assert a claim for indemnification pursuant to Section 8.9.2(a) (each a “Tax Claim”), the indemnified parties shall deliver written notice, specifying the basis for and amount (if known) received by of the Recipient from any Governmental Authority or any claim asserted, to the other party to within five (5) days of the extent date such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreementbecomes known; provided, however, provided that a the failure by Purchaser or the Parent to give such notice shall not affect the other party’s rights indemnification provided hereunder except to indemnification under Article 12 or Article 13 unless the other party is materially adversely extent the indemnifying parties have been prejudiced as a consequence result of such failure. (b) Parent may elect With respect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, of any Tax Claim involving any asserted liability with respect to or relating to any a Pre-Closing Tax Period (other than a Tax Claim involving any Straddle Period). If , Seller shall have the Parent desires to elect exclusive right, at its own expense, to control any all proceedings and may make all decisions taken in connection with such Tax Claim, Parent shall within ten (10) calendar days of receipt including all decisions to grant or deny any waiver or extension of the notice applicable statute of such Tax Claim notify Purchaser in writing of its intent to do solimitations. If Notwithstanding the Parent properly elects to control such Tax Claimforegoing, then the Parent Seller shall have all rights not be entitled to settle, compromise and/or concede such asserted either administratively or after the commencement of litigation, any Tax Claim that could materially adversely affect the liability and Purchaser shall reasonably cooperate and shall cause for Taxes of Buyer or the Acquired Corporations and Company or any of its Subsidiaries for any Post-Closing Tax Period to any extent (including the Acquired Corporation imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, the reduction of loss or credit carry forwards, or the agreement of any change in the basis of transfer pricing between any of the Company, the Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability or any other Person whether unilaterally or bilaterally under any form of mutual agreement procedure or similar) without the prior written consent of Purchaser (whose Buyer. Such consent shall not be unreasonably withheld) if , and shall not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement, compromise . Seller and Buyer shall jointly control all Proceedings with respect to any Tax Claim relating to any Straddle Period. A party shall promptly notify the other party if it decides not to control the defense or concession could increase the Tax liability settlement of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect Tax Claim which it is entitled to control a Tax Claim for a Pre-Closing Tax Period pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding. The parties shall cooperate with each other in contesting any Tax Claim under this Section 13.6(b) (or8.9.3(b), after assuming controlwhich cooperation shall include the retention and, upon request of Seller, the Parent fails provision of records and information which are reasonably relevant to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense of such Tax Claim (at the Parent’s and Sellers expense)making employees available to provide additional information or explanation of any material provided hereunder. (c) With The parties shall satisfy their indemnity obligations pursuant to Section 8.9 within ten (10) days after a final determination (within the meaning of Section 1313(a) of the Code) of the relevant Tax is made. Any payment obligations of Seller in respect of claims pursuant to any Tax Claim that involves any Straddle Periodthis Section 8.9 shall be satisfied: (1) first, Purchaser shall notify from the Parent Escrow Amount and to the extent thereof and (2) second, by wire transfer to the Buyer of such Tax Claim and Purchaser shall control immediately available funds from the conduct of any such Tax Claim, through counsel of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of Parent (which shall not be unreasonably withheld or delayed)Seller.

Procedures Relating to Tax Claims. (a) After If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient Purchaser or any of its Affiliates pursuant to this Article X, the Purchaser shall notify the Seller of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (a “Tax Claim”) received by ), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve the other party’s rights Seller from any liability which it may have on account of this indemnification or otherwise, except to indemnification under Article 12 or Article 13 unless the other party extent that the Seller is materially adversely prejudiced as a consequence thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving any relating solely to Taxes of the Company for a Straddle Period). If the Parent desires to elect to control any such Tax Claim) with its own counsel, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that such counsel is reasonable satisfactory to the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable periodPurchaser. If the Parent does not elect The Seller’s right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Seller or for a Pre-Closing Tax Period which the Seller would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense X. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim (at relates to taxable periods ending after the Parent’s Closing Date, in which event such costs will be fairly apportioned. The Purchaser and Sellers expense). (c) With respect to the Company shall cooperate with the Seller in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon the Seller’s request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel the Seller shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Parent (which the Purchaser, and neither the Seller, nor any Seller Entity, shall not be unreasonably withheld or delayed)file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of the Purchaser. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company.

Procedures Relating to Tax Claims. (a) After the ClosingIf a claim is made by any Tax authority which, each of Purchaserif successful, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party is likely to result in writing upon receipt by the Recipient an indemnity payment to Purchaser or any of its Affiliates pursuant to this Article X, Purchaser shall notify Sellers of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes such claim (a “Tax Claim”) received by ), stating the Recipient from any Governmental Authority or any other party nature and basis of such claim and the amount thereof, to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent known. Failure to give such notice shall not affect relieve Sellers from any liability which it may have on account of this indemnification or otherwise, except to the other party’s rights extent that Sellers are actually prejudiced thereby. Sellers will have the right, at its option, upon timely notice to indemnification under Article 12 or Article 13 unless the other party is materially adversely prejudiced as a consequence Purchaser, to assume control of such failure. (b) Parent may elect to control the conduct, through counsel of the Parent’s own choosing and at the Parent’s sole expense and with the participation of Purchaser if Purchaser so elects, any defense of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period (other than a Tax Claim involving relating solely to Taxes of the Company or any Subsidiary for a Straddle Period)) with its own counsel provided such counsel is reasonably satisfactory to the Purchaser. If the Parent desires to elect to control any such Tax Claim, Parent shall within ten (10) calendar days of receipt of the notice of such Tax Claim notify Purchaser in writing of its intent to do so. If the Parent properly elects to control such Tax Claim, then the Parent shall have all rights to settle, compromise and/or concede such asserted liability and Purchaser shall reasonably cooperate and shall cause the Acquired Corporations and the Acquired Corporation Subsidiaries to reasonably cooperate; provided, however, that the Parent shall not settle, compromise and/or concede such asserted liability without the written consent of Purchaser (whose consent shall not be unreasonably withheld) if such settlement, compromise or concession could increase the Tax liability of any of Purchaser (or any of its Affiliates), any Acquired Corporation or any Acquired Corporation Subsidiary for any other taxable period. If the Parent does not elect Sellers’ right to control a Tax Claim will be limited to amounts in dispute which would be paid by Sellers or for a Pre-Closing Tax Period which Sellers would be liable pursuant to this Section 13.6(b) (or, after assuming control, the Parent fails to reasonably defend against such Tax Claim), Purchaser, or its Affiliates may, without affecting Purchaser’s or any other indemnified party’s rights to indemnification under Article 12 and Article 13, assume sole control of the defense X. Costs of such Tax Claims shall be borne by Sellers unless the Tax Claim (at relates to taxable periods ending after the Parent’s Closing Date, in which event such costs will be fairly apportioned. Purchaser and the Company shall cooperate with Sellers expense). (c) With respect to in contesting any Tax Claim that involves any Straddle PeriodClaim, Purchaser which cooperation shall notify include the Parent retention and, upon Sellers’ request, the provision of records and information which are reasonably relevant to such Tax Claim and Purchaser shall control the conduct making employees available on a mutually convenient basis to provide additional information or explanation of any such Tax Claimmaterial provided hereunder. Notwithstanding the foregoing, through counsel Sellers shall neither consent nor agree (nor cause the Company or any Subsidiary to consent or agree) to the settlement of Purchaser’s own choosing with participation by the Parent (at Parent’s expense) and Purchaser shall have all rights to settle, compromise and/or concede such any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Company or any Subsidiary or any Affiliated Group of which the Company or any Subsidiary is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Parent (which Purchaser, and neither Sellers, nor any Seller Entity, shall not be unreasonably withheld file an amended Tax Return that may affect the liability for Taxes of the Company or delayed)any Subsidiary without the prior written consent of Purchaser. Purchaser and Sellers shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company or any Subsidiary.