Common use of Procedures Relating to Tax Claims Clause in Contracts

Procedures Relating to Tax Claims. (a) If Buyer or the Company receives notice of a pending audit of the Company, or if an assessment or written claim for Taxes shall be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in a payment to Buyer pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty under Section 3.7 (a “Tax Claim”), Buyer or the Company shall forward a copy of such Tax Claim to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers shall not be liable to the Buyer to the extent Sellers’ position with respect to such Tax Claim is prejudiced as a result of such failure. (b) Except as set forth in Section 8.1.3(d), Sellers or their designees may, except as otherwise provided below, elect in their sole discretion by written notice to Buyer to control all proceedings in connection with such Tax Claim (including selection of counsel), and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto and may, either pay the Tax Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner, provided that Sellers shall keep Buyer advised of the progress of such Tax Claim and Sellers shall provide Buyer with copies of written correspondence received from any governmental body or authority with respect to such Tax Claim. (c) In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim without the prior written consent of Sellers, such consent not to be unreasonably withheld. Buyer and the Company shall reasonably cooperate with Sellers or their designees in contesting such Tax Claim. (d) Notwithstanding the foregoing provisions of Section 8.1.3(b), if a Tax Claim (or the resolution thereof) could have a material effect on the Taxes of any of the Buyer for any periods after the Closing Date (and with respect to which Sellers have elected to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b)), then notwithstanding any such election by Sellers to control such proceeding, the party which would bear the burden of the greater portion of the Tax liability shall control such Tax Claim; provided, however, that (i) the controlling party shall keep the non-controlling party fully advised of the progress of such Tax Claim, (ii) the non-controlling party may participate in the proceedings relating to such Tax Claim, and, (iii) the controlling party shall not (x) pursue or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest such Tax Claim, or (z) settle or otherwise compromise such Tax Claim, in each case, without the non-controlling party’s written consent, such consent not to be unreasonably withheld.

Procedures Relating to Tax Claims. (ai) If Buyer After the Closing, the Purchaser, on the one hand, and the Seller, on the other hand (the “Recipient”), shall promptly notify the other Party in writing upon receipt by the Recipient or the Company receives any of its Affiliates of any written notice of a any pending or threatened audit of the Companyor assessment, suit, proposed adjustment, deficiency, dispute, administrative or if an assessment judicial Proceeding or written claim for Taxes shall be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in a payment to Buyer pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty under Section 3.7 other similar Claim (a “Tax Claim”), Buyer ) received by the Recipient from any Governmental Authority or the Company shall forward a copy of such Tax Claim to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers shall not be liable to the Buyer to the extent Sellers’ position any other Person with respect to such Tax Claim is prejudiced as a result of such failure. (b) Except as set forth in Section 8.1.3(d), Sellers or their designees may, except as otherwise provided below, elect in their sole discretion by written notice to Buyer to control all proceedings in connection with such Tax Claim (including selection of counsel), and, without limiting Losses for which the foregoing, Seller may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto and may, either pay the Tax Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner, provided that Sellers shall keep Buyer advised of the progress of such Tax Claim and Sellers shall provide Buyer with copies of written correspondence received from any governmental body or authority with respect to such Tax Claim. (c) In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim without the prior written consent of Sellers, such consent not to be unreasonably withheld. Buyer and the Company shall reasonably cooperate with Sellers or their designees in contesting such Tax Claim. (d) Notwithstanding the foregoing provisions of Section 8.1.3(b), if a Tax Claim (or the resolution thereof) could have a material effect on the Taxes of any of the Buyer for any periods after the Closing Date (and with respect to which Sellers have elected to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b)), then notwithstanding any such election by Sellers to control such proceeding, the party which would bear the burden of the greater portion of the Tax liability shall control such Tax Claimliable under this Agreement; provided, however, that a failure by the Purchaser or the Seller to give such notice shall not affect the other Party’s rights to indemnification under Article IX or this Section 10.14 except to the extent (iif any) that the controlling party Indemnifying Party shall keep have been actually prejudiced thereby. (ii) The Seller may elect to participate in, but not control, the non-controlling party fully advised conduct, through counsel of the progress Seller’s own choosing and at the Seller’s sole expense and with the participation of the Purchaser if the Purchaser so elects, of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period. If the Seller desires to elect to participate in any such Tax Claim, the Seller shall within ten (ii10) calendar days after receipt of the non-controlling party may participate notice of such Tax Claim notify the Purchaser in writing of its intent to do so. (iii) With respect to any Tax Claim that involves any Straddle Period, the proceedings relating to Purchaser shall notify the Seller of such Tax Claim and the Purchaser shall control the conduct of any such Tax Claim, andthrough counsel of the Purchaser’s own choosing with participation by the Seller (at the Seller’s expense), (iii) and the controlling party Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of the Seller, which shall not (x) pursue or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest such Tax Claim, or (z) settle or otherwise compromise such Tax Claim, in each case, without the non-controlling party’s written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Tax Claims. (ai) If Buyer After the Closing, the Purchaser, on the one hand, and the Principal Member, on the other hand (the “Recipient”), shall promptly notify the other Party in writing upon receipt by the Recipient or the Company receives any of its Affiliates of any written notice of a any pending or threatened audit of the Companyor assessment, suit, proposed adjustment, deficiency, dispute, administrative or if an assessment judicial Proceeding or written claim for Taxes shall be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in a payment to Buyer pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty under Section 3.7 other similar Claim (a “Tax Claim”), Buyer ) received by the Recipient from any Governmental Authority or the Company shall forward a copy of such Tax Claim to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers shall not be liable to the Buyer to the extent Sellers’ position any other Person with respect to such Tax Claim is prejudiced as a result of such failure. (b) Except as set forth in Section 8.1.3(d), Sellers or their designees may, except as otherwise provided below, elect in their sole discretion by written notice to Buyer to control all proceedings in connection with such Tax Claim (including selection of counsel), and, without limiting Losses for which the foregoing, Principal Member may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto and may, either pay the Tax Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner, provided that Sellers shall keep Buyer advised of the progress of such Tax Claim and Sellers shall provide Buyer with copies of written correspondence received from any governmental body or authority with respect to such Tax Claim. (c) In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim without the prior written consent of Sellers, such consent not to be unreasonably withheld. Buyer and the Company shall reasonably cooperate with Sellers or their designees in contesting such Tax Claim. (d) Notwithstanding the foregoing provisions of Section 8.1.3(b), if a Tax Claim (or the resolution thereof) could have a material effect on the Taxes of any of the Buyer for any periods after the Closing Date (and with respect to which Sellers have elected to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b)), then notwithstanding any such election by Sellers to control such proceeding, the party which would bear the burden of the greater portion of the Tax liability shall control such Tax Claimliable under this Agreement; provided, however, that a failure by the Purchaser or the Principal Member to give such notice shall not affect the other Party’s rights to indemnification under Article IX or this Section 10.14 except to the extent (iif any) that the controlling party Indemnifying Party shall keep have been actually prejudiced thereby. (ii) The Principal Member may elect to participate in, but not control, the non-controlling party fully advised conduct, through counsel of the progress Principal Member’s own choosing and at the Principal Member’s sole expense and with the participation of the Purchaser if the Purchaser so elects, of any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Tax Period. If the Principal Member desires to elect to participate in any such Tax Claim, the Principal Member shall within ten (ii10) calendar days after receipt of the non-controlling party may participate notice of such Tax Claim notify the Purchaser in writing of its intent to do so. (iii) With respect to any Tax Claim that involves any Straddle Period, the proceedings relating to Purchaser shall notify the Principal Member of such Tax Claim and the Purchaser shall control the conduct of any such Tax Claim, andthrough counsel of the Purchaser’s own choosing with participation by the Principal Member (at the Principal Member’s expense), (iii) and the controlling party Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim with the consent of the Principal Member, which shall not (x) pursue or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest such Tax Claim, or (z) settle or otherwise compromise such Tax Claim, in each case, without the non-controlling party’s written consent, such consent not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Tax Claims. (ai) If Buyer After the Closing, Parent, on the one hand, and the Shareholders’ Representative, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient or any of its Affiliates or, in the Company receives case of the Shareholders’ Representative, any Shareholder or any Affiliate of any Shareholder of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar claim from any Governmental Authority or any other Person and which relates to Taxes or a pending audit Tax Return and involves Losses for which any of the Company, Shareholders or if an assessment or written claim for Taxes shall Parent may be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in a payment to Buyer pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty liable under Section 3.7 this Agreement (a “Tax Claim”); provided, Buyer however, that a failure by Parent or the Company shall forward a copy of Shareholders’ Representative to give such Tax Claim to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers notice shall not be liable affect the applicable rights to indemnification under Article X or this Section 6.7 unless the Buyer to the extent Sellers’ position with respect to such Tax Claim other party is actually and materially prejudiced as a result consequence of such failure. (bii) Except as set forth in Section 8.1.3(d), Sellers or their designees may, except as otherwise provided below, elect in their sole discretion by written notice to Buyer to Parent shall control all proceedings in connection with such the conduct of any Tax Claim (including selection of counsel), counsel and accountants) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedingsProceedings, hearings hearings, audits and conferences with any governmental body or authority Governmental Authority with respect thereto and may, in its sole discretion, either pay the Tax Claim claimed and xxx for a refund where applicable law Law permits such refund suits or contest such the Tax Claim in any permissible manner; provided, provided however, that Sellers Parent shall keep Buyer advised of afford the progress of Shareholders’ Representative the opportunity to participate, as may reasonably be requested by the Shareholders’ Representative, with Parent in contesting any Tax Claim solely to the extent such Tax Claim would give rise to an indemnity obligation under Section 6.7(d); and Sellers provided further that Parent shall provide Buyer with copies of written correspondence received from any governmental body or authority with respect to such Tax Claim. (c) In no case shall Buyer or the Company not settle or otherwise compromise any Tax Claim that would give rise to an indemnity obligation under Section 6.7(d) without the Shareholders’ Representative’s prior written consent of Sellers, such (which consent shall not to be unreasonably withheld. Buyer and the Company shall reasonably cooperate with Sellers , conditioned or their designees in contesting such Tax Claimdelayed). (d) Notwithstanding the foregoing provisions of Section 8.1.3(b), if a Tax Claim (or the resolution thereof) could have a material effect on the Taxes of any of the Buyer for any periods after the Closing Date (and with respect to which Sellers have elected to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b)), then notwithstanding any such election by Sellers to control such proceeding, the party which would bear the burden of the greater portion of the Tax liability shall control such Tax Claim; provided, however, that (i) the controlling party shall keep the non-controlling party fully advised of the progress of such Tax Claim, (ii) the non-controlling party may participate in the proceedings relating to such Tax Claim, and, (iii) the controlling party shall not (x) pursue or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest such Tax Claim, or (z) settle or otherwise compromise such Tax Claim, in each case, without the non-controlling party’s written consent, such consent not to be unreasonably withheld.

Procedures Relating to Tax Claims. (a) If Buyer The Seller shall, at its own expense, control any audit of or proceeding involving any Tax of the Company receives notice of or its Subsidiaries if such claim either (i) relates solely to a pending audit of the Company, Pre-Closing Period or if an assessment or written claim for Taxes shall be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in (ii) relates to a payment to Buyer pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty under Section 3.7 (a “Combined Tax Claim”), Buyer or the Company shall forward a copy of such Tax Claim to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers shall not be liable to the Buyer to the extent Sellers’ position with respect to such Tax Claim is prejudiced as a result of such failure. (b) Except as set forth in Section 8.1.3(d), Sellers or their designees may, except as otherwise provided below, elect in their sole discretion by written notice to Buyer to control all proceedings in connection with such Tax Claim (including selection of counsel), Return and, without limiting the foregoing, may in its sole discretion pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any governmental body or authority Taxing Authority with respect thereto and may, in its sole discretion, either pay the Tax Claim claimed and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner, provided that Sellers shall keep Buyer advised of the progress of such Tax Claim and Sellers shall provide Buyer with copies of written correspondence received from any governmental body or authority with respect to such Tax Claim. (c) In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim without the prior written consent of Sellers, such consent not to be unreasonably withheld. Buyer and the Company shall reasonably cooperate with Sellers or their designees in contesting such Tax Claim. (d) Notwithstanding the foregoing provisions of Section 8.1.3(b), if a Tax Claim (or the resolution thereof) could have a material effect on the Taxes of any of the Buyer for any periods after the Closing Date (and with respect to which Sellers have elected to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b)), then notwithstanding any such election by Sellers to control such proceeding, the party which would bear the burden of the greater portion of the Tax liability shall control such Tax Claim; provided, however, that (i) the controlling party shall keep the non-controlling party fully advised of the progress of such Tax Claim, (ii) the non-controlling party may participate in the proceedings relating to such Tax Claim, and, (iii) the controlling party shall not (x) pursue or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided that any such pursuit (or decision to forgo such pursuit), payment, contest or other action in connection therewith does not materially increase any obligations of the Company or any Subsidiary thereof with respect to Taxes for a Post-Closing Period or materially affect any Tax attribute of the Company or any Subsidiary thereof for a Post-Closing Period; provided, further, that in the event that the Seller receives a claim for Taxes or a notice of a pending or threatened audit from any Taxing Authority in writing (a “Tax Claim”) with respect to a Tax Return (other than a Combined Tax Return) that relates to the Company or a Subsidiary for any such period, the Seller shall promptly notify Purchaser of such Tax ClaimClaim and of any action taken or proposed to be taken. In the event that the Purchaser wishes to participate (but not control the conduct of) in such audit or proceeding relating solely to the Company and its Subsidiaries, it may do so at its own expense. (b) The Purchaser shall, at its own expense (subject to the Seller’s indemnification obligation under Section 8.2), control any audit of or proceeding not described in Section 5.12(a); provided, however, that in the event that the Purchaser receives a Tax Claim or a notice of a Tax Claim with respect to a Tax Return that relates to the Company or its Subsidiaries for a Tax period that begins before and ends after the Closing Date, Purchaser shall promptly notify the Seller of such Tax Claim and of any action taken or proposed to be taken and shall describe the asserted Tax liability in reasonable detail and provide to the Seller copies of any notice or other document received from any Taxing Authority in respect of such asserted Tax liability. In the event that the Seller wishes to participate in such audit or proceeding, it may do so at its own expense. Purchaser shall not, without the Seller’s consent (z) which consent shall not be unreasonably withheld, conditioned or delayed), settle or otherwise compromise such Tax Claim. (c) If the Purchaser, in each casethe Seller or their respective Affiliates, without as the non-controlling party’s written consentcase may be, receives a notice with respect to a Tax Claim for which the other party is responsible hereunder, such consent not party shall promptly provide the Purchaser or the Seller, as the case may be, with a copy of such notice as appropriate. (d) If there is a conflict relating to be unreasonably withheldthe procedures set forth in Sections 8.4 and 8.5 and the procedures set forth in Sections 5.11 and 5.12, the procedures set forth in Sections 5.11 and 5.12 shall govern with respect to Tax matters.

Procedures Relating to Tax Claims. (a) If Buyer or The Purchaser shall promptly notify the Company receives Agents in writing upon receipt by the Purchaser, any of its Affiliates or, after the Closing Date, any of the Companies of notice of a any pending audit or threatened federal, state, local or foreign Tax audits or assessments which may affect the Tax liabilities of any of the Company, or if an assessment or written claim Companies for Taxes shall which the Selling Stockholders would be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in required to indemnify a payment to Buyer Purchaser Indemnified Party pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty under Section 3.7 (a “Tax Claim”)11.5; provided, Buyer or the Company shall forward a copy of such Tax Claim that failure to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers comply with this provision shall not be liable affect a Purchaser Indemnified Party’s right to the Buyer indemnification hereunder except to the extent Sellerssuch failure materially impairs the Selling Stockholders’ position with respect ability to contest any such Tax Claim is prejudiced as a result of such failureliabilities. (b) Except as set forth The Agents shall have the sole right to represent the Companies’ interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which the Selling Stockholders would be required to indemnify a Purchaser Indemnified Party pursuant to Section 8.1.3(d)11.5 and which relate solely to taxable periods ending on or before the Closing Date, Sellers and to employ counsel of the Agents’ choice at the Selling Stockholders’ expense; provided, however, that the Agents shall have no right to represent the Companies’ interests in any Tax audit or their designees mayadministrative or court proceeding unless the Agents shall have first notified the Purchaser in writing (1) of the Agents’ intention to do so, except as otherwise provided below(2) of the identity of counsel, elect in their sole discretion if any, chosen by written notice to Buyer to control all proceedings the Agents in connection therewith, and (3) that the Agents agree with the Purchaser that, (i) as between the Purchaser and the Selling Stockholders, the Selling Stockholders shall be liable for any Damages relating to Taxes that result from such Tax Claim audit or proceeding and (including selection ii) the amount remaining in escrow (after reduction for all pending claims) (the “Available Amount”) is equal to at least 80% of counsel)the Maximum Liability Estimate, andprovided, without limiting further, that the Purchaser and its representatives shall have the right to assume sole control from the Selling Stockholders in such audit or proceeding at any time after the Available Amount is determined in good faith by the Purchaser to be less than or equal to 50% of the Maximum Liability Estimate; provided, further, that Purchaser and its representatives shall be permitted, at Purchaser’s expense, to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto and may, either pay the Tax Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner, provided that Sellers shall keep Buyer advised of the progress of such Tax Claim and Sellers shall provide Buyer with copies of written correspondence received from any governmental body or authority with respect to such Tax Claim. (c) In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim without the prior written consent of Sellersthe Purchaser, such which consent shall not to be unreasonably withheld, the Agents shall not settle, adjust or compromise either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Purchaser Indemnified Party, the Companies or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Stockholders has indemnified each Purchaser Indemnified Party against the effects of any such settlement (including the 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, or the reduction of loss or credit carryforwards). (c) The Purchaser shall have the sole right to represent the Companies’ interests in any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which the Selling Stockholders have such right pursuant to paragraph (b) of this Section 11.9 and to employ counsel of the Purchaser’s choice at the Purchaser’s expense; provided, that Purchaser may not settle, adjust or compromise any such audit or proceeding if the Selling Stockholders would be required to indemnify the Purchaser Indemnified Parties with respect to such audit or proceeding without the prior written consent of the Agents (which consent shall not be unreasonably withheld). Buyer and The Purchaser shall have the Company sole right to defend the Companies with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent the Purchaser shall reasonably cooperate have agreed in writing to forego any indemnification under this Agreement with Sellers or their designees in contesting respect to such Tax Claimissue. (d) Notwithstanding Nothing herein shall be construed to impose on the foregoing Purchaser any obligation to defend the Companies in any Tax audit or administrative or court proceeding; provided, that notwithstanding the provisions of Section 8.1.3(b11.9(c), if a the Purchaser elects not to promptly defend the Companies in any Tax Claim (audit or the resolution thereof) could have a material effect on the Taxes of any of the Buyer for any periods after the Closing Date (and administrative or court proceeding with respect to which Sellers the Selling Stockholders may have elected an obligation to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b))indemnify the Purchaser Indemnified Parties, then notwithstanding any the Agents may, at their election and expense, assume the defense of the Companies in such election by Sellers to control such proceedingaudit or proceeding so long as the Agents agree with the Purchaser that, as between the Purchaser and the Selling Stockholders, the party which would bear Selling Stockholders shall be liable for any Damages relating to Taxes that result from such audit or proceeding. (e) The Purchaser and the burden Companies shall cooperate with the Selling Stockholders in preparing for and defending any audits of, or disputes with any Governmental Body regarding any Tax Returns of the greater portion of Companies, which cooperation shall include the Tax liability shall control such Tax Claim; provided, however, that retention and (iupon request) the controlling party shall keep the non-controlling party fully advised provision of the progress records and information which are reasonably relevant to such audit or dispute, and making employees available on a mutually convenient basis to provide additional information or explanation of such Tax Claim, (ii) the non-controlling party may participate in the any material provided hereunder or to testify at proceedings relating to such Tax Claim, and, (iii) the controlling party shall not (x) pursue audit or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest such Tax Claim, or (z) settle or otherwise compromise such Tax Claim, in each case, without the non-controlling party’s written consent, such consent not to be unreasonably withhelddispute.

Procedures Relating to Tax Claims. (a) If Buyer or the Acquired Company receives notice of a pending audit of the Acquired Company, or if an assessment or written claim for Taxes shall be made by any governmental body or authorityGovernmental Authority, which audit, assessment or claim, if successful, might result in a payment to Buyer pursuant to Section 8.1.1(a11.1(a) or Section 6 10.2 for breach of any representation or warranty under Section 3.7 3.26 (a “Tax Claim”), Buyer or the Acquired Company shall forward a copy of such Tax Claim to Sellers HTC or Seller within 30 days of receipt of such Tax Claim. If Buyer or the Acquired Company fails to forward a copy of such Tax Claim within such period, Sellers HTC and Seller shall not be liable to the Buyer Indemnified Persons to the extent Sellers’ HTC’s or Seller’s position with respect to such Tax Claim is prejudiced as a result of such failure. (b) Except as set forth in Section 8.1.3(d11.4(d), Sellers HTC or Seller or their designees may, except as otherwise provided below, elect in their sole discretion by written notice to Buyer to control all proceedings in connection with such Tax Claim (including selection of counsel), and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any governmental body or authority Governmental Authority with respect thereto and may, either pay the Tax Claim and xxx for a refund where applicable law Law permits such refund suits or contest such Tax Claim in any permissible manner, provided that Sellers HTC and Seller shall keep Buyer advised of the progress of such Tax Claim and Sellers HTC and Seller shall provide Buyer with copies of written correspondence received from any governmental body or authority Governmental Authority with respect to such Tax Claim. (c) In no case shall Buyer or the Acquired Company settle or otherwise compromise any Tax Claim without the prior written consent of SellersHTC or Seller, such consent not to be unreasonably withheld. Buyer and the Acquired Company shall reasonably cooperate with Sellers HTC and Seller or their designees in contesting such Tax Claim. (d) Notwithstanding the foregoing provisions of Section 8.1.3(b11.4(b), if a Tax Claim (or the resolution thereof) could have a material effect on the Taxes of any of the Buyer Indemnified Persons for any periods after the Closing Date (and with respect to which Sellers HTC or Seller have elected to control all proceedings in connection with such Tax Claim in accordance with Section 8.1.3(b11.4(b)), then notwithstanding any such election by Sellers HTC and/or Seller to control such proceeding, the party which would bear the burden of the greater portion of the Tax liability shall control such Tax Claim; provided, however, that (i) the controlling party shall keep the non-controlling party fully advised of the progress of such Tax Claim, (ii) the non-controlling party may participate in the proceedings relating to such Tax Claim, and, (iii) the controlling party shall not (x) pursue or forego any administrative appeals, proceedings, hearings and conferences with any governmental body or authority Governmental Authority with respect thereto, (y) pay the Tax Claim and pursue a refund where applicable Law permits such refund suits or contest such Tax Claim, or (z) settle or otherwise compromise such Tax Claim, in each case, without the non-controlling party’s written consent, such consent not to be unreasonably withheld.