Common use of Procedures Relating to Tax Indemnification Clause in Contracts

Procedures Relating to Tax Indemnification. (a) If a claim for Taxes, including, notice of a pending audit, shall be made by any taxing authority in writing (a "TAX CLAIM"), which, if successful, might result in an indemnity payment pursuant to Section 9.2 hereof, the party seeking indemnification (the "TAX INDEMNIFIED PARTY") shall notify the other party (the "TAX INDEMNIFYING PARTY") in writing of the Tax Claim within fifteen business days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICE") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position would be materially prejudiced as a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to a Purchaser Indemnified Party pursuant to Section 9.2 hereof, Seller and Purchaser, if elected by Purchaser, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with such Tax Claim (including, selection of counsel) and, if Purchaser so elects to jointly control such Tax Claims, will each pay fifty percent of the fees and expenses associated with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the prior written consent of Purchaser or Seller, respectively. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Seller, Purchaser, TV, License Co., their affiliates and any successors thereto shall reasonably cooperate with each other in contesting such Tax Claim, which cooperation shall include, without limitation, the retention of records for the period described in Section 9.5(c) and providing reasonable access to each party's representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period items. (c) Neither the Purchaser, TV, License Co. nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability for Taxes for such year or a subsequent year without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and the Seller agree to cooperate in the defense against or compromise of any claim in any such Tax Claim proceeding.

Procedures Relating to Tax Indemnification. (ai) If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing authority in writing (a "TAX CLAIMTax Claim"), which, if successful, might result in an indemnity payment pursuant to Section 9.2 hereof5.2(a), the indemnified party seeking indemnification (the "TAX INDEMNIFIED PARTY") shall notify the other indemnifying party (the "TAX INDEMNIFYING PARTY") in writing of the Tax Claim within fifteen 30 business days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICETax Notice") is not given to the Tax Indemnifying Party indemnifying party within such 30-day period or in detail sufficient to apprise the Tax Indemnifying Party indemnifying party of the nature of the Tax Claim, the Tax Indemnifying Party indemnifying party shall not be liable to the Tax Indemnified Party indemnified party to the extent that the Tax Indemnifying Partyindemnifying party's position would be materially prejudiced as a result thereof. (ba) With respect The Existing Member shall have the sole right to represent the interests of the Company in any Tax Claim which might result in an indemnity payment tax audit or administrative or court proceeding relating to a Purchaser Indemnified Party pursuant taxable periods ending on or before the Closing Date, and to Section 9.2 hereofemploy counsel of their choice at their expense. Notwithstanding the foregoing, Seller and Purchaserthe Existing Member shall not be entitled to settle, if elected by Purchasereither administratively or after the commencement of litigation, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with such Tax Claim any claim for Taxes that would materially adversely affect the liability for Taxes of HDA or the Company for any taxable period after the Closing Date (including, selection but not limited to, the imposition of counselincome 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) and, if Purchaser so elects to jointly control such Tax Claims, will each pay fifty percent of the fees and expenses associated with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the prior written consent of Purchaser or Seller, respectivelyHDA. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but Such consent shall not be requiredunreasonably withheld, and shall not be necessary to take actions the extent that it reasonably deems appropriate the Existing Members have indemnified HDA against the effects of any such settlement. (b) The Existing Member shall be entitled to protect its interestsparticipate at their expense in the defense of any claim for Taxes for a taxable year or period ending after the Closing Date that may be subject to indemnification by the Existing Member pursuant to Section 5.2(a)(i) and, with the written consent of HDA, and at the Existing Member's expense, may assume the entire defense of such tax claim, subject to the second and third sentences of Section 5.2(b)(ii)(a). SellerNotwithstanding the foregoing, PurchaserHDA shall not be entitled to settle, TVeither administratively or after the commencement of litigation, License Co., their affiliates and any successors thereto shall reasonably cooperate with each other in contesting claim for Taxes for any such Tax Claim, which cooperation shall include, without limitation, taxable year or period that would materially adversely affect the retention of records for the period described in Section 9.5(c) and providing reasonable access to each party's representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with Liabilities of the employer's business operations to provide additional information Company (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or explanation cost adjustments, the lengthening of any material provided hereunder amortization or to testify at proceedings relating to such Tax Claim. In depreciation periods, the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to denial of amortization or depreciation deductions or the reduction of loss or credit carryforwards) without the prior written consent of the Existing Member, which consent shall not be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period itemsunreasonably withheld. (c) Neither Subject to the Purchaserimmediately preceding paragraph, TVHDA shall have the sole right to represent the Company's interests in the defense of any claim for Taxes relating to taxable periods ending after the Closing Date. Notwithstanding the foregoing, License Co. nor HDA shall not be entitled to settle, either administratively or after the Seller shall enter into commencement of litigation, any compromise or agree to settle any Tax Claim pursuant to any proceeding which claim for Taxes that would materially increase adversely affect the other party's liability for Taxes for such year Pre-Closing Tax Liabilities of the Company and the Existing Member (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or a subsequent year 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) without the prior written consent of the other partyExisting Member, which consent may shall not be unreasonably withheld. The Purchaser. (iii) After the Closing Date, TVthe Existing Member and HDA, License Co. shall: (a) assist (and cause their respective affiliates to assist) the Seller agree other party in preparing any Tax Returns that such other party is responsible for preparing and filing in accordance with this Section 5.2; (b) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Company; (c) make available for inspection and copying to cooperate the others and to any taxing authority as reasonably requested all information, records and documents relating to Taxes of the Company; (d) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company for taxable periods for which the other may have a liability under this Section 5.2; and (e) furnish the others with copies of all correspondence received from any Taxing Authority in connection with any Tax audit or information request with respect to any such taxable period. (iv) Within 60 days following the Closing Date, the Existing Member shall deliver or cause to be delivered to HDA all books, records, returns, schedules, work papers and other documents (including without limitation appraisals and other background information) that are in the defense against possession of the Existing Member and that relate to any Taxes of the Company for any taxable year or compromise of any claim in any such Tax Claim proceedingother period.

Procedures Relating to Tax Indemnification. (a1) If a any claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing Taxing authority in writing (a "TAX CLAIMTax Claim"), which, if successful, might would result in an indemnity payment pursuant to Section 9.2 hereof11.2(III)(A) or (B), the party seeking indemnification (the "TAX INDEMNIFIED PARTYIndemnified Tax Party") shall notify the other party (the "TAX INDEMNIFYING PARTYIndemnifying Tax Party") in writing of the Tax Claim within fifteen business forty-five (45) days of receipt of such Tax Claim and in sufficient detail to apprise the Indemnifying Tax Party of the nature of the Tax Claim. If notice of a Tax Claim (a "TAX NOTICETax Notice") is not given to the Indemnifying Tax Indemnifying Party within such forty-five- day period or in detail sufficient to apprise the Indemnifying Tax Indemnifying Party of the nature of the Tax Claim, the Indemnifying Tax Indemnifying Party shall not be liable to the Indemnified Tax Indemnified Party to the extent that the Indemnifying Tax Indemnifying Party's position would be is actually and materially prejudiced as a result thereof. (b2) With respect The Allied Shareholders shall have the sole right to represent the interests of Allied in the defense of any Tax Claim which might result in an indemnity payment claim for Taxes relating to a Purchaser Indemnified Party pursuant Taxable periods ending on or before the Closing Date, and to Section 9.2 hereofemploy counsel of their choice at their expense. Notwithstanding the foregoing, Seller and Purchaserthe Allied Shareholders shall not be entitled to settle, if elected by Purchasereither administratively or after the commencement of litigation, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with such Tax Claim any claim for Taxes that would adversely affect the liability for Taxes of Buyer or Allied for any Taxable period ending after the Closing Date (including, selection but not limited to, the imposition of counselincome 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) and, if Purchaser so elects to jointly control such Tax Claims, will each pay fifty percent of the fees and expenses associated with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the prior written consent of Purchaser or Seller, respectivelyBuyer. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but Such consent shall not be requiredunreasonably withheld, and shall not be necessary to take actions the extent that it reasonably deems appropriate the Allied Shareholders have indemnified Buyer against the effects of any such settlement. (3) Buyer shall have the sole right to protect its interestsrepresent the interests of Allied in the defense of any claim for Taxes relating to Taxable periods ending after the Closing Date. Seller, Purchaser, TV, License Co., their affiliates and any successors thereto shall reasonably cooperate with each other in contesting such Tax Claim, which cooperation shall include, without limitationNotwithstanding the foregoing, the retention of records for Allied Shareholders shall be entitled to participate at their expense in the period described in Section 9.5(c) and providing reasonable access to each party's representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's business operations to provide additional information or explanation defense of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability claim for Taxes for a Pre-Taxable year or period ending after the Closing Tax Period are required Date that may be subject to be dealt with in indemnification by the same proceeding as separate issues relating Allied Shareholders pursuant to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period items. (c) Section 11.2(III)(A). Neither the Purchaser, TV, License Co. Buyer nor the Seller shall enter into any compromise or Allied may agree to settle any Tax Claim pursuant to any proceeding which would materially increase for the other party's liability for Taxes for such portion of the Taxable year or a subsequent year period ending on the Closing Date that may be the subject of indemnification by the Allied Shareholders under Section 11.2(III)(A) without the prior written consent of the other partyAllied Shareholders, which consent may shall not be unreasonably withheld. The Purchaser, TV, License Co. and the Seller agree to cooperate in the defense against or compromise of any claim in any such Tax Claim proceeding.

Procedures Relating to Tax Indemnification. (a) If Buyer or any of the Related Entities receives a claim for Taxes, including, including notice of a pending audit, shall be made by from any taxing authority in writing Tax Authority (a "TAX CLAIM"“Tax Claim”), which, if successful, might result in an indemnity payment pursuant to Section 9.2 7.1(a) hereof, the party seeking indemnification (the "TAX INDEMNIFIED PARTY") Buyer shall notify the other party (the "TAX INDEMNIFYING PARTY") Seller in writing of the Tax Claim within fifteen business ten calendar days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICE"“Tax Notice”) is not given to the Tax Indemnifying Party Seller within such period or in detail sufficient to apprise the Tax Indemnifying Party Seller of the nature of the Tax Claim, the Tax Indemnifying Party Seller shall not be liable to the Tax Indemnified Party Buyer to the extent that the Tax Indemnifying Party's Seller’s position would be materially prejudiced as a result thereof. a. Seller shall control all proceedings involving any Tax Claim for Taxes of a Related Entity relating to all Pre-Closing Periods (b) With including selection of counsel). Without limiting the foregoing, Seller may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authority with respect thereto and may either pay the Tax Claim and sxx for a refund where applicable Law permits such refund suits or contest such Tax Claim in any permissible manner; provided, however, that with respect to any Tax Claim which might result in an indemnity payment to a Purchaser Indemnified Party pursuant to Section 9.2 hereof, Seller and Purchaser, if elected by Purchaser, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with portion of such Tax Claim (includingthat could reasonably be expected to materially adversely impact Buyer or a Related Entity, selection Seller shall not settle any such portion of counsel) andthe Tax Claim without Buyer’s prior written consent, if Purchaser so elects to which consent shall not be unreasonably delayed, withheld or conditioned. b. Seller and Buyer shall jointly control such Tax Claims, will each pay fifty percent of and have the fees and expenses associated with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise right to participate in all proceedings involving any Tax Claim referred relating to in the preceding sentence Taxes of a Related Entity for a Straddle Period. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of Purchaser the other, which consent shall not be unreasonably delayed, withheld or Sellerconditioned. c. With respect to all Tax Claims which Seller controls in accordance with Section 7.2(b), respectivelySeller shall keep Buyer informed in respect of all material aspects of such Tax Claims, and Buyer and its counsel may participate in all proceedings related to any such Tax Claims, at its own expense, that could reasonably be expected to materially adversely impact Buyer or any of its Affiliates. Seller shall promptly deliver to Buyer copies of all correspondence related to such Tax Claims received or sent by Seller or any Related Entity. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser Buyer in a timely fashion and expressly affirm its obligation to indemnify Purchaser Buyer in respect of such Tax Claim. Failing such notification, Purchaser Buyer shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Seller, Purchaser, TV, License Co., their affiliates Buyer and any successors thereto its Affiliates shall reasonably cooperate with each other Seller in contesting such any Tax ClaimClaim involving a Related Entity, which cooperation shall include, without limitation, include the retention of records for the period described in accordance with Section 9.5(c7.3(c) and (upon Seller’s request) providing reasonable access to each party's Seller and its representatives of records and information for Pre-Closing Tax Periods and Straddle Periods the Taxes which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's ’s business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period items. (c) Neither the Purchaser, TV, License Co. nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability for Taxes for such year or a subsequent year without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and the Seller agree to cooperate in the defense against or compromise of any claim in any such Tax Claim proceeding.

Procedures Relating to Tax Indemnification. (a) If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing authority in writing to the Buyer or the Company Group (a "TAX CLAIM"or any member thereof), which, if successful, might could result in an indemnity payment pursuant to Section 9.2 hereof11.1(a) or a loss or reduction of a Tax Refund (a “Tax Claim”), the party seeking indemnification Buyer or the Company Group (the "TAX INDEMNIFIED PARTY"or any member thereof) shall promptly notify the other party (the "TAX INDEMNIFYING PARTY") Sellers’ Representative in writing of the Tax Claim within fifteen business days of receipt of such Tax Claim. If Such notice of a Tax Claim (a "TAX NOTICE") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of will state the nature and basis of the Tax ClaimClaim and the amount thereof, to the Tax extent known; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position would be have been materially prejudiced as a result thereof.of such failure (b) With The Sellers’ Representative shall have the right to elect to control (or participate in) the prosecution of any Tax Claim and to represent the interests of the Company Group with respect to any Tax Claim which might result in an indemnity payment and to a Purchaser Indemnified Party pursuant to Section 9.2 hereof, Seller and Purchaser, if elected by Purchaser, shall in good faith cooperate with each other to jointly control all proceedings taken employ counsel of its choice (fees of such counsel payable out of the Indemnity Escrow Funds) in connection with such Tax Claim; provided that Buyer shall be entitled to consent to the entry of any judgment or settlement with respect to any such Tax Claim (includingwhich consent shall not be unreasonably withheld). If the Sellers’ Representative does not so elect, selection of counsel) and, if Purchaser so elects to jointly control the Corporation shall prosecute any such Tax Claims, will each pay fifty percent Claim diligently and in a commercially reasonable manner. The Sellers’ Representatives shall be entitled to consent to the entry of the fees and expenses associated any judgment or settlement with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise respect to any Tax Claim referred to in the preceding sentence without the prior written (which consent of Purchaser or Seller, respectively. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Seller, Purchaser, TV, License Co., their affiliates and any successors thereto shall reasonably cooperate with each other in contesting such Tax Claim, which cooperation shall include, without limitation, the retention of records for the period described in Section 9.5(c) and providing reasonable access to each party's representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period itemsunreasonably withheld). (c) Neither If the PurchaserBuyer or any of its Affiliates intentionally prohibits, TVrestricts or limits in any material manner or attempts to prohibit, License Co. nor restrict or limit in any material manner the ability of the Sellers’ Representative to assume the defense of a Tax Claim, then no Seller shall enter into have any compromise obligation to any of the Buyer or agree any of its Affiliates with respect to settle any such Tax Claim pursuant to this Article XI or otherwise. (d) Except for Section 11.5(f) and 11.5(g), the provisions under this Section 11.6 (and not any proceeding which would materially increase other provision in this Agreement, including Section 11.5) shall govern the other party's liability procedures for Taxes for such year or a subsequent year without the written consent contest of all Tax Claims. (e) The Sellers’ Representative shall act on behalf of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and Sellers for the Seller agree to cooperate in the defense against or compromise purpose of any claim in any such this Section 11.6 for all Tax Claim proceedingClaims.

Procedures Relating to Tax Indemnification. (a) If a claim for Taxes, including, without limitation, notice of a pending audit, shall be made by any taxing authority in writing (a "TAX CLAIMTax Claim"), which, if successful, might result in an indemnity payment pursuant to Section 9.2 8.2 hereof, the party seeking indemnification (the "TAX INDEMNIFIED PARTYTax Indemnified Party") shall notify the other party (the "TAX INDEMNIFYING PARTYTax Indemnifying Party") in writing of the Tax Claim within fifteen business days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICETax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position would be materially prejudiced as a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to a Purchaser Buyer Tax Indemnified Party pursuant to Section 9.2 hereof8.2 hereof (other than a Tax Claim for a Straddle Period which is allocated between Seller and Buyer pursuant to Section 8.2(b) hereof or any other proceeding involving Taxes for which Buyer has an indemnification obligation pursuant to Section 8.2), Seller and Purchaser, if elected by Purchaser, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, if Purchaser so elects to jointly control without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority with respect thereto, and may, in its sole discretion, either pay the Tax Claim and xxx for a refund where applicable law permits such refund suits or contest such Tax Claims, will each pay fifty percent of the fees and expenses associated with such Tax ClaimsClaim in any permissible manner. In no case shall Seller or Purchaser any of the Buyer Tax Indemnified Parties settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Seller's prior written consent consent. Seller shall keep Buyer informed in respect of Purchaser or Seller, respectivelyall material aspects of such Tax Claims and Buyer may also participate in such proceedings at its own expense. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser Buyer in timely fashion and expressly affirm its obligation to indemnify Purchaser Buyer in respect of such Tax Claim. Failing such notification, Purchaser Buyer shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. SellerBuyer, Purchaser, TV, License Co.the Company, their affiliates and any successors thereto shall reasonably cooperate with each other Seller in contesting such Tax Claim, which cooperation shall include, without limitation, the retention of records for the period described in Section 9.5(c8.4(c) and (upon Seller's request) providing reasonable access to each party's Seller and its representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In Seller and Buyer shall jointly control the event that issues resolution of any Tax Claim relating to a Straddle Period the liability for Taxes for a Pre-Closing Tax Period are required of which is allocated between Seller and Buyer pursuant to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax PeriodSection 8.2(b) hereof, Purchaser shall have the right, at its expenseand, to control the proceeding with respect to such Post-Closing Tax Period items. (c) Neither extent that the Purchaser, TV, License Co. nor parties cannot agree on the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability for Taxes for such year or a subsequent year without the written consent resolution of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and the Seller agree to cooperate in the defense against or compromise of any claim in any such Tax Claim proceedingClaim, such disagreement shall be resolved pursuant to the Tax Dispute Resolution Mechanism.

Procedures Relating to Tax Indemnification. (a) If a claim for Taxestaxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing authority in writing (a "TAX CLAIMTax Claim"), which, if successful, might result in an indemnity payment pursuant to Section 9.2 hereof7.1 herein, the party seeking indemnification (the "TAX INDEMNIFIED PARTYIndemnified Party") shall notify the other party (the "TAX INDEMNIFYING PARTYIndemnifying Party") in writing of the Tax Claim within fifteen business days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICETax Notice") is not given to the Tax Indemnifying Party within such fifteen-day period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position would be materially prejudiced as a result thereof. (bi) With respect The Seller shall have the sole right to represent the interests of the Company and the Subsidiaries in any Tax Claim which might result in an indemnity payment tax audit or administrative or court proceeding relating to a Purchaser Indemnified Party pursuant taxable periods ending on or before the Closing Date, and to Section 9.2 hereofemploy counsel of their choice at their expense. Notwithstanding the foregoing, the Seller and Purchasershall not be entitled to settle, if elected by Purchasereither administratively or after the commencement of litigation, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with such Tax Claim any claim for taxes that would materially adversely affect the liability for taxes of the Buyer or the Company or the Subsidiaries for any period after the Closing Date (including, selection but not limited to, the imposition of counselincome 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) and, if Purchaser so elects to jointly control such Tax Claims, will each pay fifty percent of the fees and expenses associated with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the prior written consent of Purchaser or Seller, respectivelythe Buyer. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but Such consent shall not be requiredunreasonably withheld, and shall not be necessary to take actions the extent that it reasonably deems appropriate the Seller has indemnified the Buyer against the effects of any such settlement. (ii) The Seller shall be entitled to protect participate at its interestsexpense in the defense of any claim for taxes for a year or period ending after the Closing Date that may be subject to indemnification by the Seller pursuant to Section 7.1(a)(i) and, with the written consent of the Buyer, and at the Seller's sole expense, may assume the entire defense of such tax claim, subject to the second and third sentences of Section 7.2(b)(i). SellerNotwithstanding the foregoing, Purchaserneither the Buyer nor the Company shall be entitled to settle, TVeither administratively or after the commencement of litigation, License Co., their affiliates and any successors thereto shall reasonably cooperate with each other in contesting claim for taxes for any such Tax Claim, which cooperation shall include, without limitation, year or period that would materially adversely affect the retention of records for the period described in Section 9.5(c) and providing reasonable access to each party's representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with Liabilities of the employer's business operations to provide additional information Seller (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or explanation cost adjustments, the lengthening of any material provided hereunder amortization or depreciation periods, the denial of amortization or depreciation deductions or the reduction of loss or credit carryforwards) without the prior written consent of the Seller, which consent shall not be unreasonably withheld. (iii) Subject to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in immediately preceding paragraph, the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser Buyer shall have the rightsole right to represent the Company's and the Subsidiaries' interests in the defense of any claim for taxes relating to taxable periods ending after the Closing Date. Notwithstanding the foregoing, at its expenseneither the Buyer nor the Company shall be entitled to settle, to control either administratively or after the proceeding with respect to such Post-commencement of litigation, any claim for taxes that would materially adversely affect the Pre- Closing Tax Period itemsLiabilities of the Seller (including, but not limited to, 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) without the prior written consent of the Seller, which consent shall not be unreasonably withheld. (c) Neither After the PurchaserClosing Date, TVthe Seller and the Buyer shall: (i) assist (and cause their respective Affiliates to assist) the other party in preparing any tax returns or reports that such other party is responsible for preparing and filing in accordance with this Article VII; (ii) cooperate fully in preparing for any audits of, License Co. or disputes with taxing authorities regarding, any tax returns of the Company and the Subsidiaries; (iii) make available for inspection and copying to the other and to any taxing authority as reasonably requested all information, records and documents relating to taxes of the Company and the Subsidiaries, provided, however, that neither the Seller nor the Buyer shall be obligated to provide any consolidated tax returns of the Seller or the Buyer, respectively, unless requested by a taxing authority in writing, in which case the Buyer or the Seller, as the case may be, shall use commercially reasonable efforts to limit the disclosure of any such returns to the taxing authority to those portions of such returns that relate solely to the Company and the Subsidiaries. (iv) provide timely notice to the other in writing of any pending or threatened tax audits or assessments of the Company and the Subsidiaries for taxable periods for which the other may have a liability under this Article VII; and (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any tax audit or information request with respect to any such taxable period. (d) After the Closing Date, the Buyer shall prepare or cause to be prepared, in a manner consistent with past practice, tax schedules (known as "T-Schedules") containing the tax accrual information applicable to the Company and the Subsidiaries up through the Closing Date to the extent that the Buyer is not already in possession of such information on the Closing Date. The Seller shall enter into reimburse the Buyer for reasonable out-of-pocket expenses, including without limitation the reasonable fees and expenses of Deloitte & Touche, incurred by the Buyer, the Company or any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability for Taxes for such year or a subsequent year without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and Subsidiaries in connection with the Seller agree to cooperate in the defense against or compromise preparation of any claim in any such Tax Claim proceedingT-Schedules.

Procedures Relating to Tax Indemnification. (a) If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing authority in writing to the Buyer or the Company Group (a "TAX CLAIM"or any member thereof), which, if successful, might could result in an indemnity payment pursuant to Section 9.2 hereof11.1(a) or a loss or reduction of a Tax Refund (a “Tax Claim”), the party seeking indemnification Buyer or the Company Group (the "TAX INDEMNIFIED PARTY"or any member thereof) shall promptly notify the other party (the "TAX INDEMNIFYING PARTY") Sellers’ Representative in writing of the Tax Claim within fifteen business days of receipt of such Tax Claim. If Such notice of a Tax Claim (a "TAX NOTICE") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of will state the nature and basis of the Tax ClaimClaim and the amount thereof, to the Tax extent known; provided, however, that failure to give such notification Table of Contents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position would be have been materially prejudiced as a result thereof.of such failure (b) With The Sellers’ Representative shall have the right to elect to control (or participate in) the prosecution of any Tax Claim and to represent the interests of the Company Group with respect to any Tax Claim which might result in an indemnity payment and to a Purchaser Indemnified Party pursuant to Section 9.2 hereof, Seller and Purchaser, if elected by Purchaser, shall in good faith cooperate with each other to jointly control all proceedings taken employ counsel of its choice (fees of such counsel payable out of the Indemnity Escrow Funds) in connection with such Tax Claim; provided that Buyer shall be entitled to consent to the entry of any judgment or settlement with respect to any such Tax Claim (includingwhich consent shall not be unreasonably withheld). If the Sellers’ Representative does not so elect, selection of counsel) and, if Purchaser so elects to jointly control the Corporation shall prosecute any such Tax Claims, will each pay fifty percent Claim diligently and in a commercially reasonable manner. The Sellers’ Representatives shall be entitled to consent to the entry of the fees and expenses associated any judgment or settlement with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise respect to any Tax Claim referred to in the preceding sentence without the prior written (which consent of Purchaser or Seller, respectively. If Seller determines that it will not contest such a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Seller, Purchaser, TV, License Co., their affiliates and any successors thereto shall reasonably cooperate with each other in contesting such Tax Claim, which cooperation shall include, without limitation, the retention of records for the period described in Section 9.5(c) and providing reasonable access to each party's representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's business operations to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period itemsunreasonably withheld). (c) Neither If the PurchaserBuyer or any of its Affiliates intentionally prohibits, TVrestricts or limits in any material manner or attempts to prohibit, License Co. nor restrict or limit in any material manner the ability of the Sellers’ Representative to assume the defense of a Tax Claim, then no Seller shall enter into have any compromise obligation to any of the Buyer or agree any of its Affiliates with respect to settle any such Tax Claim pursuant to this Article XI or otherwise. (d) Except for Section 11.5(f) and 11.5(g), the provisions under this Section 11.6 (and not any proceeding which would materially increase other provision in this Agreement, including Section 11.5) shall govern the other party's liability procedures for Taxes for such year or a subsequent year without the written consent contest of all Tax Claims. (e) The Sellers’ Representative shall act on behalf of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and Sellers for the Seller agree to cooperate in the defense against or compromise purpose of any claim in any such this Section 11.6 for all Tax Claim proceedingClaims.

Procedures Relating to Tax Indemnification. (a) If Purchaser receives notification of a claim for Taxes, including, notice of a pending audit, shall be being made by any taxing authority in writing (a "TAX CLAIM")Taxing Authority, which, if successful, might result in an indemnity payment pursuant to Section 9.2 hereof, the party seeking indemnification (the "TAX INDEMNIFIED PARTY") shall notify the other party (the "TAX INDEMNIFYING PARTY") in writing of the Tax Claim within fifteen business days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICE") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position would be materially prejudiced as a result thereof. (b) With respect to any Tax Claim which might result in an indemnity payment to a Purchaser Indemnified Party pursuant to Section 9.2 hereof9.01, Purchaser shall promptly notify Seller in writing of such claim (a "Tax Claim"). If after Purchaser receives notification of a Tax Claim, notice of such Tax Claim is not given to Seller within a sufficient period of time to allow Seller to effectively contest such Tax Claim, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller and shall not be liable to Purchaser, if elected by Purchaserany of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that Seller's position is actually prejudiced as a result thereof. If Seller receives notification of a Tax Claim, Seller shall in good faith cooperate with each promptly notify Purchaser of such claim. (b) With respect to any Tax Claim (other than a Tax Claim relating solely to jointly Taxes of Cemax-Icon for a Straddle Period or a Post-Closing Tax Period), Seller shall control all proceedings taken in connection with such Tax Claim (including, including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that, in the case of a Tax Claim that relates to Cemax-Icon, with respect to each of the foregoing matters, Seller shall keep Purchaser informed concerning all material aspects of such proceedings, and shall pursue resolution of the Tax Claim diligently and in good faith, taking into account Seller's obligations under Section 9.01; and provided, further, however, that, if in the case of a Tax Claim that relates to Cemax-Icon, Purchaser reasonably determines that any of the foregoing conditions are not satisfied, Purchaser may at its option take complete control of the proceedings; provided, further, however, that if Purchaser so elects to takes control of the proceedings, Purchaser shall keep Seller informed concerning all material aspects of such proceedings. Seller and Purchaser shall jointly control such Tax Claims, will each pay fifty percent of the fees and expenses associated all proceedings taken in connection with such Tax Claims. In no case shall Seller or Purchaser settle or otherwise compromise any Tax Claim referred relating solely to in the preceding sentence without the prior written consent Taxes of Purchaser or Seller, respectively. If Seller determines that it will not contest such Cemax-Icon for a Tax Claim, Seller shall so notify Purchaser in timely fashion and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Seller, Straddle Period. (c) Purchaser, TV, License Co., Cemax-Icon and each of their respective affiliates and any successors thereto shall reasonably cooperate with each other Seller in contesting such any Tax Claim, which cooperation shall include, without limitation, include the retention of records for and (upon Seller's request) the period described in Section 9.5(c) and providing reasonable access provision to each party's representatives Seller of records and information for Pre-Closing Tax Periods and Straddle Periods which are reasonably relevant to such Tax Claim Claim, and making their employees available at reasonable times and without undue interference with the employer's business operations on a mutually convenient basis to provide additional reasonably relevant information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Purchaser shall have the right, at its expense, to control the proceeding with respect to such Post-Closing Tax Period items. (cd) Neither the In no case shall Purchaser, TVCemax-Icon or any of their respective officers, License Co. nor the Seller shall enter into any directors, employees, stockholders, agents or representatives settle or otherwise compromise or agree to settle any Tax Claim pursuant without Seller's prior written consent. Neither party shall settle a Tax Claim to any proceeding which would materially increase the extent relating to Taxes of Cemax-Icon for a Straddle Period without the other party's liability for Taxes for such year or a subsequent year without the prior written consent of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and the Seller agree to cooperate in the defense against or compromise of any claim in any such Tax Claim proceedingconsent.

Procedures Relating to Tax Indemnification. (ai) If a claim for Taxes, including, notice of a pending audit, shall be made by any taxing authority in writing (a "TAX CLAIM")Tax Claim is made, which, if successful, might could result in an indemnity payment pursuant to this Section 9.2 hereof6.9, the party seeking indemnification (the "TAX INDEMNIFIED PARTY") Tax Indemnified Party shall notify the other party (the "TAX INDEMNIFYING PARTY") Tax Indemnifying Party in writing of the Tax Claim within fifteen business days twenty (20) Business Days of receipt of such Tax Claim. If notice of a Tax Claim (a "TAX NOTICE") is not given to the Tax Indemnifying Party within such period twenty (20) Business Days or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's ’s position would be materially is prejudiced as a result thereof. (bii) With respect to any Tax Claim which might could result in an indemnity payment to a Purchaser Indemnified Party Buyer pursuant to Section 9.2 hereof6.9(c)(i), Seller and Purchaser, if elected by Purchaser, shall in good faith cooperate with each other to jointly control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, if Purchaser so elects without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto; provided that Seller shall not settle any Tax Claim without Buyer’s prior written consent, not to jointly control such Tax Claimsbe unreasonably withheld, will each pay fifty percent of and Buyer shall have the fees and expenses associated right, at its sole expense, to participate in any appeals, proceedings, hearings or conferences with such Tax Claimsany taxing authority. In no case shall Seller the Transferred Subsidiaries, Buyer or Purchaser any of their respective affiliates or successors, settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Seller’s prior written consent of Purchaser or Sellerconsent, respectivelynot to be unreasonably withheld. If Seller determines that it will not contest such a Tax ClaimBuyer, Seller shall so notify Purchaser in timely fashion the Transferred Subsidiaries and expressly affirm its obligation to indemnify Purchaser in respect of such Tax Claim. Failing such notification, Purchaser shall be entitled, but shall not be required, to take actions that it reasonably deems appropriate to protect its interests. Seller, Purchaser, TV, License Co., their respective affiliates and any successors thereto shall reasonably cooperate with each other Seller at Seller’s expense in contesting such Tax Claim, which cooperation shall include, without limitation, the retention of records for and (upon Seller’s request) the period described in Section 9.5(c) and providing reasonable access provision to each party's representatives Seller of records and information for Pre-Closing Tax Periods and Straddle Periods which are relevant to such Tax Claim and making employees available at reasonable times and without undue interference with the employer's during normal business operations hours to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In Notwithstanding anything in this Section 6.9(d)(ii) to the event that issues contrary, with respect to any Tax Claim relating to a liability for Taxes for a Pre-Closing United States federal income consolidated Tax Period are required to be dealt with in Return of the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Periodaffiliated group of corporations that includes the Transferred Subsidiaries and Seller, Purchaser Seller shall have the right, at its expense, sole right to control and settle all appeals, proceedings, hearings and conferences with the proceeding Internal Revenue Service with respect to such Post-Closing Tax Period items. (c) Neither thereto and may, in its sole discretion, either pay the Purchaser, TV, License Co. nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability and xxx for Taxes for a refund where applicable law permits such year refund suits or a subsequent year without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser, TV, License Co. and the Seller agree to cooperate in the defense against or compromise of any claim in any contest such Tax Claim proceedingin any permissible manner.