Common use of Tax Audits and Contests Clause in Contracts

Tax Audits and Contests. (i) Unless Parent has previously received notice from the Securityholders’ Representative of the existence of any Tax Contest (as defined below), Parent will, or will cause the Company to, promptly notify the Securityholders’ Representative of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period or a Straddle Period for which the Company or any of the Company Subsidiaries or the Company Securityholders may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no failure to give such notice will relieve the Company Securityholders of any liability hereunder except to the extent, if any, that the rights of the Company Securityholders with respect to such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company ending on or before the Closing Date, Parent will have the authority to represent the interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the Securityholders’ Representative will be entitled to participate in such Tax Contest at the Company Securityholders’ expense and Parent will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, the Company Subsidiaries, or the Company Securityholders for any Pre-Closing Tax Period, or to form the basis for a claim of indemnification pursuant to Section 8.1(b), without the written consent of Securityholders’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. The Securityholders’ Representative will have the authority, at the Company Securityholders’ expense, to represent the interests of the Company, the Company Subsidiaries, and the Company Securityholders and will have control of the defense, compromise or other resolution of any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or any of the Company Subsidiaries ending on or before the Closing Date; provided, however, that Parent will be entitled to participate in such Tax Contest at its own expense and the Securityholders’ Representative will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company or Parent for any taxable period (or portion thereof) occurring after the Closing Date without the written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned. (ii) If Parent or the Securityholders’ Representative elects, by written notice to the other party, not to control the defense of a Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest (the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have with respect to such Tax Contest (including copies of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax Contest.

Tax Audits and Contests. (i) Unless Parent has previously received notice from In the Securityholders’ Representative of the existence case of any audit, claim or refund, voluntary disclosure agreement process or administrative or judicial proceeding involving any asserted Tax Contest (as defined below), Parent will, liability or will cause the Company to, promptly notify the Securityholders’ Representative of any inquiries, claims, assessments, audits or similar events refund with respect to Taxes relating the Company (all of which hereinafter referred to as a Pre-Closing “Contest”) that relates to an S Corporation Income Tax Period Return or a Straddle Period for which Covered Tax Matter, Significant Shareholder shall control the Company or any conduct of the Company Subsidiaries or the Company Securityholders may such Contest. Significant Shareholder shall be liable under this Agreement (entitled to settle, compromise and/or concede such inquiryContest, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no failure Significant Shareholder shall not be able to give such notice will relieve the Company Securityholders of any liability hereunder except to the extent, if any, that the rights of the Company Securityholders with respect to such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company ending on or before the Closing Date, Parent will have the authority to represent the interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the Securityholders’ Representative will be entitled to participate in such Tax Contest at the Company Securityholders’ expense and Parent will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, the Company Subsidiaries, or the Company Securityholders for any Pretaxable year (or portion thereof) beginning on or after the Closing Date (a “Post-Closing Tax Period, or to form the basis for a claim of indemnification pursuant to Section 8.1(b), Consequence”) without the written consent of Securityholders’ RepresentativePurchaser, which consent will shall not be unreasonably withheld, delayed or conditioned. The Securityholders’ Representative will In the case of a Contest that relates to a straddle period (other than any Contest that relates to an S Corporation Income Tax Return), Purchaser shall be entitled to control such Contest. Significant Shareholder shall have the authority, at right to participate in any portion of such Contest that relates to the Company Securityholders’ expense, to represent the interests portion of the Companystraddle period ending on the Closing Date at its own expense. Notwithstanding the foregoing, the Company SubsidiariesSignificant Shareholder shall only have the right to control a Contest as provided in this Section 6.5(g), and if the Company Securityholders and will have control of the defenseSignificant Shareholder first acknowledges to Purchaser, compromise or other resolution of in writing, its obligation to indemnify Purchaser for any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or any (other than Taxes attributable to a Post-Closing Tax Consequence) due as a result of the Company Subsidiaries ending on or before the Closing Datesuch Contest and demonstrates her ability to satisfy liabilities arising from such obligation; provided, howeverthat if the Significant Shareholder does not provide such acknowledgement and demonstrate such ability, that Parent will the Significant Shareholder shall nonetheless be entitled to participate in such Tax Contest at its own expense Significant Shareholder’s sole cost and expense. For the Securityholders’ Representative will avoidance of doubt, the preceding sentence shall not settleapply to (i.e., compromise and/or concede any portion of such Tax Contest that is reasonably likely the Significant Shareholder need not acknowledge an obligation to materially affect indemnify Purchaser for) income Taxes payable by the Tax liability stockholders of the Company as a result of the Company being an S corporation for federal or Parent for any taxable period (or portion thereof) occurring after state income tax purposes prior to the Closing Date without or for a Covered Tax Matter to the written consent extent of Parentthe remaining Escrow Funds. For the further avoidance of doubt, which consent will not be unreasonably withheldall Contests involving Taxes other than with respect to (i) an S Corporation Income Tax Return, delayed or conditioned. (ii) If Parent or the Securityholders’ Representative elects, by written notice to the other party, not to control the defense of a Covered Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest Matters and (the “Non-Controlling Party”iii) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will straddle periods shall be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent provisions of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have with respect to such Tax Contest (including copies of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax ContestArticle IX.

Tax Audits and Contests. (i) Unless Parent After the Closing, unless Buyer has previously received written notice from the Securityholders’ Representative of the existence of any Tax Contest (as defined below)Stockholder, Parent will, or will cause the Company to, Buyer shall promptly notify the Securityholders’ Representative Stockholder in writing within ten (10) Business Days of receipt of any inquiriesdemand, claims, assessments, audits claim or similar events notice of the commencement of an audit or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to Taxes any Acquired Company, the Purchased Assets or the Business relating to a Pre-Closing Tax Period Taxes (“Contest”) that are or a Straddle Period for which the Company or any of the Company Subsidiaries or the Company Securityholders may be liable the Seller Parties’ responsibility under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Seller Contest”); provided) received by any Buyer Party, howeverany Acquired Company or any Affiliate of any of the foregoing, that no but failure to give such notice will shall not relieve the Company Securityholders Seller Parties of any liability hereunder except to the extent, if any, that the rights of the Company Securityholders Seller Parties with respect to such claim are materially actually prejudiced therebyprejudiced. Except with Unless the Stockholder has previously received written notice from Buyer, Stockholder shall promptly notify Buyer of the existence of any Seller Contest within ten (10) Business Days from the receipt by Seller Parties of any written notice of such Seller Contest. The notices described in this paragraph shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax liability. (ii) Stockholder shall have the right to income control, through counsel of its own choosing and expense, the conduct of any Seller Contest, including those that relate to any Acquired Company for a Pre-Closing Tax Returns Period or of the China Asset Seller. The Buyer Parties shall have the right to participate in (but not control) any Seller Contest at their own expense if such Seller Contest reasonably could be expected to result in (A) a Tax liability for any Buyer Party or any Acquired Company, or (B) otherwise adversely affect any Buyer Party, any Acquired Company or the Business, in each case, for any taxable year (or information Tax Returns related to income Taxesportion thereof) for taxable periods of the Company ending on or before beginning after the Closing Date, Parent will have the authority to represent the interests of the Company and will have control of the defense. The Stockholder shall not settle, compromise and/or concede any portion of any Seller Contest in a manner that adversely affects the Tax liability of any Buyer Party, any Acquired Company or the Business for any taxable year (or portion thereof) beginning after the Closing Date without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). If Stockholder elects not to control the conduct of any Seller Contest, (x) Seller Parties shall fund any deposit or other resolution payment of any Tax that is required in order for the Buyer Parties or their Affiliates to pursue such Seller Contest; provided, however, that no such requirement shall apply if Stockholder instructs Buyer not to pursue the Securityholders’ Representative will be entitled Seller Contest and acknowledges its obligation to participate in such Tax Contest at indemnify the Company Securityholders’ expense Buyer Parties for the asserted liability, and Parent will (y) Buyer Parties may not settle, compromise and/or concede any portion of such Tax Seller Contest in a manner that is reasonably likely to materially affect adversely affects the Tax liability of the Company, the any Acquired Company Subsidiaries, or the Company Securityholders Business for any Pre-Closing Tax Period, Period or to form for the basis for a claim pre-Closing portion of indemnification pursuant to Section 8.1(b), the Straddle Period without the prior written consent of Securityholders’ Representative, Stockholder (which consent will shall not be unreasonably withheld, delayed or conditioned. The Securityholders’ Representative will ). (iii) Buyer Parties shall have the authorityright to control, at the Company Securityholders’ expense, to represent the interests of the Companyin their sole discretion, the Company Subsidiaries, and the Company Securityholders and will have control of the defense, compromise or other resolution conduct of any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or any of the Company Subsidiaries ending on or before the Closing Date; provided, however, that Parent will be entitled to participate in such Tax Contest at its own expense and the Securityholders’ Representative will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company or Parent for any taxable period (or portion thereof) occurring after the Closing Date without the written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned. (ii) If Parent or the Securityholders’ Representative elects, by written notice to the other party, not to control the defense of a Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest (the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have with respect to such Tax Contest (including copies of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax Seller Contest.

Tax Audits and Contests. (ia) Unless Parent has previously received notice from Purchaser shall keep Sellers fully informed regarding the Securityholders’ Representative commencement of the existence any audit or other proceeding which may give rise to a claim under Section 9.1 above. In particular, Sellers shall be notified by Purchaser of any Tax Contest (as defined below)audit relating to time periods ending on or before the Closing Date without undue delay, Parent however, in any case no later than 10 Business Days after receipt of the relevant information from the Tax authority, but at least 10 Business Days prior to the beginning of such tax audit, after Purchaser or the relevant Company has received the relevant information from the Tax authority, and Purchaser shall, and shall procure that the Companies will, or will cause the Company to, promptly notify the Securityholders’ Representative forward to Sellers copies of any inquiriescorrespondence of and with the Tax authorities regarding a Tax against which the Sellers may be obliged to indemnify the Purchaser. Each notification shall be in writing. However, claimsfor the avoidance of doubt, assessmentsthe failure of Purchaser to give such notices shall relieve Sellers of their obligations to indemnify Purchaser according to this Section 9 only if and to the extent that the non-compliance of Purchaser with its obligation to give such notices increases the amount of the indemnifyable Taxes according to Section 9.1, audits or similar events whereas Sellers shall bear the burden of proof that the amount of the indemnifyable Taxes is increased by such non-compliance of Purchaser. (b) Sellers may, upon prior written consent of Purchaser not to be unreasonably withheld, direct, through counsel of their own choice and at their own expense, any reasonable actions including, without limitation, legal remedies to be taken with respect to Taxes relating to a Pre-Closing Tax Period any audit, claim for refund and administrative or a Straddle Period for which the Company or judicial proceeding involving any of the Company Subsidiaries or the Company Securityholders may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no failure to give such notice will relieve the Company Securityholders of any asserted liability hereunder except to the extent, if any, that the rights of the Company Securityholders with respect to such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company or portions thereof ending on or before the Closing Date, Parent will have or any refunds, credits or other benefits to which Sellers may be entitled pursuant to this Section 9 (any such audit, claim for refund or proceeding relating to an asserted Tax liability or refund, credit or other benefit is referred to herein as a “Contest”). (c) If Sellers direct a Contest, then (i) Purchaser shall cause the authority Companies to reasonably cooperate with Sellers, (ii) Purchaser shall empower and shall cause the Companies to empower the designated representatives of Sellers to represent the interests of relevant Company in the Company and will have control of Contest insofar as the defense, compromise or other resolution of any Tax Contest; provided, however, that the Securityholders’ Representative will be entitled to participate in such Tax Contest at the Company Securityholders’ expense and Parent will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the involves an asserted Tax liability of the Company, the Company Subsidiaries, or the Company Securityholders for any Pre-Closing Tax Period, or relating to form the basis for a claim of indemnification pursuant to Section 8.1(b), without the written consent of Securityholders’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. The Securityholders’ Representative will have the authority, at the Company Securityholders’ expense, to represent the interests of the Company, the Company Subsidiaries, and the Company Securityholders and will have control of the defense, compromise or other resolution of any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or any of the Company Subsidiaries portions thereof ending on or before the Closing Date; provided, however(iii) Sellers shall conduct the Contest in good faith using reasonable endeavors to take Purchaser’s interest into account and (iv) Sellers shall keep Purchaser informed about the status of the proceedings. However, that Parent will be entitled Purchaser and the Companies may, at their own expense, continue to participate in the Contest but may not assume such Tax Contest at its own expense and the Securityholders’ Representative will from Sellers. Besides, Sellers may not settle, compromise and/or concede any portion of such Tax litigate or settle a Contest that is reasonably likely to materially affect the Tax liability of the Company or Parent for any taxable period (or portion thereof) occurring after the Closing Date without the prior written consent of Parent, which consent will Purchaser not to be unreasonably withheld, delayed or conditioned. (ii) If Parent or the Securityholders’ Representative elects, by written notice to the other party, not to control the defense of a Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest (the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have with respect to such Tax Contest (including copies of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax Contest.

Tax Audits and Contests. Purchaser and the Company, on the one hand, and the Seller, on the other hand, shall promptly notify each other upon, and in any event within ten (i10) Unless Parent has previously received days following, receipt by any such party of written notice from of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Securityholders’ Representative Company for any taxable period ending on or before or including the Closing Date (any such audit, claim for refund, or proceeding relating to an asserted Tax liability or refund of the existence Company referred to herein as a “Tax Contest”). Any failure to so notify the other party of any Tax Contest (as defined below), Parent will, or will cause the Company to, promptly notify the Securityholders’ Representative shall not relieve such other party of any inquiries, claims, assessments, audits or similar events liability with respect to Taxes such Tax Contest except to the extent such party was actually and materially prejudiced as a result thereof. (i) For any Tax Contest relating to a Pre-Closing Taxable Period, the Seller shall have the primary right to control all proceedings and may make all decisions taken in connection with such Tax Contest (including selection of counsel or any accounting firm) at the Seller’s expense. The Seller shall promptly notify Purchaser if it decides to control the defense or settlement of any Tax Contest for a Pre-Closing Taxable Period or that the Seller is entitled to control pursuant to this Agreement. No Tax Contest for a Straddle Pre-Closing Taxable Period for which the Company or any of Seller is entitled to control the Company Subsidiaries or the Company Securityholders proceedings may be liable under this Agreement (settled without the prior written consent of Purchaser, such inquiryconsent not to be unreasonably withheld, claim, assessment, audit conditioned or similar event, a “Tax Contest”); provided, however, that no failure to give such notice will relieve the Company Securityholders of any liability hereunder except delayed. Subject to the extentforegoing, if anyin the case of a Tax Contest for a Pre-Closing Taxable Period for which the Seller controls the proceedings, that the rights of the Company Securityholders with respect to Purchaser may participate in such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns proceedings (including through its own counsel or information Tax Returns related to income Taxesaccounting firm) for taxable periods of the Company ending on or before the Closing Date, Parent will at Purchaser’s expense. (ii) Purchaser shall have the authority primary right to represent the Company’s interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the Securityholders’ Representative will be entitled to participate all proceedings and may make all decisions taken in such connection with a Tax Contest at the Company Securityholders’ expense and Parent will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, the Company Subsidiaries, or the Company Securityholders for any Pre-Closing Taxable Period or Straddle Period other than those for which Seller has exercised its control right pursuant to the foregoing provisions of this Section 7.2, including the selection and engagement of counsel or an accounting firm of Purchaser’s choice at Purchaser’s expense. In the case of a Tax Period, or to form the basis Contest for a claim of Pre-Closing Taxable Period or Straddle Period for which Purchaser controls the proceedings, (A) the Seller may participate in such proceedings (including through his own counsel or accounting firm) at the Seller’s expense, and (B) Purchaser shall not settle or compromise any Tax Contest for which the Seller has an indemnification pursuant to Section 8.1(b), obligation without the written Seller’s consent of Securityholders’ Representative, which (such consent will not to be unreasonably withheld, delayed conditioned, or conditioneddelayed). The Securityholders’ Representative will Purchaser shall have the authority, at sole right to defend the Company Securityholders’ expense, with respect to represent the interests of the Company, the Company Subsidiariesany issue, and the Company Securityholders and will have control of the defensesettle or compromise any issue, compromise or other resolution of arising in connection with any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related Purchaser has have agreed in writing to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or forego any of the Company Subsidiaries ending on or before the Closing Date; provided, however, that Parent will be entitled to participate in such Tax Contest at its own expense and the Securityholders’ Representative will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company or Parent for any taxable period (or portion thereof) occurring after the Closing Date without the written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned. (ii) If Parent or the Securityholders’ Representative elects, by written notice to the other party, not to control the defense of a Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest (the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation indemnification under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have this Agreement with respect to such Tax Contest issue. (including copies iii) Purchaser, the Seller, the Company and each of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Contest in accordance with this subsection and assist shall keep each other reasonably informed concerning the Controlling Party in progress of proceedings related to Tax Contests for Pre-Closing Taxable Periods and Straddle Periods. (iv) To the defense of such Tax Contestextent that there is any inconsistency between this Section 7.2(e) and Section 8.3 as it relates to any matters relating to Taxes, this Section 7.2(e) shall govern.

Tax Audits and Contests. (i) Unless Parent has previously received notice from the Securityholders’ Representative of the existence of any Tax Contest (as defined below), Parent will, or will cause the Company to, promptly notify the Securityholders’ Representative of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period or a Straddle Period for which the Company or any of the Company Subsidiaries or the Company Securityholders may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no failure to give such notice will relieve the Company Securityholders of any liability hereunder except to the extent, if any, that the rights of the Company Securityholders with respect to such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company or the Company Subsidiaries ending on or before the Closing Date, Parent will have the authority to represent the interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the Securityholders’ Representative will be entitled to participate in such Tax Contest at the Company Securityholders’ expense and Parent will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to could materially affect the Tax liability of the Company, the Company Subsidiaries, Subsidiaries or the Company Securityholders for any Pre-Closing Tax Period, Period (or to otherwise form the basis for a claim of indemnification pursuant to Section 8.1(b), ) without the written consent of Securityholders’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. The Securityholders’ Representative will have the authority, at the Company Securityholders’ expense, to represent the interests of the Company, the Company Subsidiaries, Subsidiaries and the Company Securityholders and will have control of the defense, compromise or other resolution of any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or any of the Company Subsidiaries ending on or before the Closing Date; provided, however, that Parent will be entitled to participate in such Tax Contest at its own expense and the Securityholders’ Representative will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, the Company Subsidiaries or Parent for any taxable period (or portion thereof) occurring after the Closing Date without the written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned. (ii) If Parent or the Securityholders’ Representative elects, by written notice to the other party, not to control the defense of a Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest (the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have with respect to such Tax Contest (including copies of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax Contest.

Tax Audits and Contests. (i) Unless Parent Purchaser has previously received notice from the SecurityholdersMembers’ Representative of the existence of any Tax Contest (as defined below), Parent Purchaser will, or will cause the Company to, promptly notify the SecurityholdersMembers’ Representative of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period or a Straddle Period for which the Company or any of the Company Subsidiaries or the Company Securityholders Members may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no failure to give such notice will relieve the Company Securityholders Members of any liability hereunder except to the extent, if any, that the rights of the Company Securityholders Members with respect to such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company or the Company Subsidiaries ending on or before the Closing Date, Parent Purchaser will have the authority to represent the interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the SecurityholdersMembers’ Representative will be entitled to participate in such Tax Contest at the Company SecurityholdersMembers’ expense and Parent Purchaser will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, the Company Subsidiaries, its Subsidiaries or the Company Securityholders Members for any Pre-Closing Tax Period, or to form the basis for a claim of indemnification pursuant to Section 8.1(b), Period without the written consent of SecurityholdersMembers’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. The SecurityholdersMembers’ Representative will have the authority, at the Company SecurityholdersMembers’ expense, to represent the interests of the Company, the Company Subsidiaries, its Subsidiaries and the Company Securityholders Members and will have control of the defense, compromise or other resolution of any Tax Contest to the extent that such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or any of the Company its Subsidiaries ending on or before the Closing Date; provided, however, that Parent Purchaser will be entitled to participate in such Tax Contest at its own expense and the SecurityholdersMembers’ Representative will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company Company, its Subsidiaries or Parent Purchaser for any taxable period (or portion thereof) occurring after the Closing Date without the written consent of ParentPurchaser, which consent will not be unreasonably withheld, delayed or conditioned. (ii) If Parent Purchaser or the SecurityholdersMembers’ Representative elects, by written notice to the other party, not to control the defense of a Tax Contest that it has authority to control, the other party may assume control of the defense of such Tax Contest. In such event, the party electing not to control the defense of such Tax Contest (the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege of the party controlling the defense of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest without the consent of the Non-Controlling Party, which consent will not be unreasonably withheld, delayed or conditioned. The Controlling Party will (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available to the Non-Controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have with respect to such Tax Contest (including copies of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax Contest.

Tax Audits and Contests. (i) Unless Parent has previously received notice from the Securityholders’ Representative of the existence of any Tax Contest (as defined below), Parent willPurchaser shall, or will shall cause the Company toCompany, to promptly notify the Securityholders’ Representative Seller of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a the Pre-Closing Tax Period or a Straddle Period for which the Company or any of the Company Subsidiaries or the Company Securityholders Seller may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no the failure of Purchaser to give such notice will relieve the Company Securityholders promptly notify Seller of any liability hereunder such Tax Contest shall not forfeit Purchaser’s right to indemnity except to the extent, if any, extent that the rights Seller is prejudiced as a result of the Company Securityholders with respect to failure or delay in giving such claim are materially actually prejudiced therebynotice. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company ending on or before the Closing Date, Parent will Seller shall have the authority to represent the interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the Securityholders’ Representative will be entitled to participate in such Tax Contest at the Company Securityholders’ expense and Parent will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, the Company Subsidiaries, or the Company Securityholders for any Pre-Closing Tax Period, or to form the basis for a claim of indemnification pursuant to Section 8.1(b), without the written consent of Securityholders’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. The Securityholders’ Representative will have the authority, at the Company Securityholders’ expense, to represent the interests of the Company, the Company Subsidiaries, and the Company Securityholders and will shall have control of the defense, compromise or other resolution of any Tax Contest relating to the extent that such a Pre-Closing Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or Period, not involving any of the Company Subsidiaries ending on or before the Closing DateStraddle Period; provided, however, that Parent will Purchaser shall be entitled to participate in such Tax Contest at its own expense and the Securityholders’ Representative will Seller shall not settle, compromise and/or concede any portion of such Tax Contest that is could reasonably likely be expected to materially affect the Tax liability of the Company, its Subsidiaries or Purchaser for any Post-Closing Tax Period or adversely affect the Tax attributes of the Company or Parent for any taxable period (or portion thereof) occurring after the Closing Date its Subsidiaries without the prior written consent of ParentPurchaser, which consent will shall not be unreasonably withheld, delayed or conditioned. (ii) If Parent Excluding Tax Contests involving unitary Tax Returns, Seller and Purchaser jointly shall represent the interests of the Company and its Subsidiaries in any Tax Contest relating to any Straddle Period for which Seller could reasonably have an obligation to indemnify Purchaser. Any disputes regarding the conduct or resolution of any such Tax Contest shall be resolved by the Securityholders’ Representative electsSelected Accountant which shall be binding on the parties and the all costs, fees and expenses paid to third parties in the course of such proceeding shall be borne by written notice the Seller and Purchaser in the same ratio as the ratio in which, pursuant to the other partyterms of this Agreement, not to control Seller and Purchaser would share the defense responsibility for payment of a the Taxes asserted by the Governmental Authority in such Tax Contest that it has if such Tax Contest were sustained in the Governmental Authority’s favor in its entirety. For Tax Contests involving unitary Tax Returns for any Straddle Period, Seller shall have the authority to control, represent the other party may assume interests of the Company and shall have control of the defense defense, compromise or resolution; provided, however, that (A) Seller shall provide Purchaser with copies of such all correspondence, notices or other written materials received from any Governmental Authority, and shall otherwise keep Purchaser and its advisors advised of significant developments in the Tax Contest. In such eventContest and of significant communications involving representatives of the Governmental Authority, the party electing and (B) Seller shall not to control the defense settle, compromise and/or concede any portion of such Tax Contest (that could reasonably be expected to affect the “Non-Controlling Party”) will be given the opportunity to participate in, but not direct or conduct, any defense of such Tax Contest, unless such participation would affect any privilege liability of the party controlling Company, its Subsidiaries or Purchaser for any Post-Closing Tax Period or adversely affect the defense Tax attributes of such Tax Contest (the “Controlling Party”). The Non-Controlling Party’s participation under such circumstances will be subject to the Controlling Party’s right to control such defense. The Controlling Party will not settle any such Tax Contest Company or its Subsidiaries without the prior written consent of the Non-Controlling PartyPurchaser, which consent will shall not be unreasonably withheld, delayed or conditioned. The Controlling Party will . (iii) Subject to the provisions of clauses (i) keep the Non-Controlling Party advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and will consider in good faith recommendations made by the Non-Controlling Party with respect thereto and (ii) make available of this Section 6.4(d), Seller shall be entitled to the Non-Controlling Party control in all respects, and Purchaser shall not be entitled to participate in, any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). The Non-Controlling Party will furnish the Controlling Party with such information as it may have Tax Contest with respect to (x) any Tax Return of Seller or (y) any Tax Return of a consolidated, combined or unitary group that includes the Company, any of its Subsidiaries and any other member of the Seller Group; provided, however, that Seller shall meaningfully consult with Purchaser relating to any such Tax Contest that could reasonably be expected to affect the Tax liability of the Company, its Subsidiaries or Purchaser for any Post-Closing Tax Period or adversely affect the Tax attributes of the Company or its Subsidiaries. (including copies iv) Purchaser shall have the sole right to represent the interests of the Company and its Subsidiaries and shall have sole control of the defense, compromise or other resolution of any summons, complaints or other pleadings that may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Tax ContestContest relating to a Post-Closing Tax Period.