Common use of Tax Audits Clause in Contracts

Tax Audits. (a) In the event a Tax authority notifies Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) in writing of a Tax audit or other administrative or judicial proceeding which could reasonably be expected to affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party is entitled to indemnification under Section 8.2 (an “Excluded Tax Proceeding”), Purchaser shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded Tax Proceeding; provided that (x) Sellers shall thereafter keep Purchaser promptly and fully informed as to the progress of such Excluded Tax Proceeding and (y) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party with respect to Taxes for which such party would not be entitled to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct of such proceeding. Subject to the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refund; provided, however, that any such amount to be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrow. (b) In the event a Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress of such Seller Excluded Tax Proceeding, including providing copies of the Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding without the prior written consent of Purchaser (not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdiction.

Tax Audits. (a) In the event a Tax authority notifies Purchaser or any of its Affiliates (including, effective upon After the Closing, the Sold Subsidiaries) Buyer shall notify ASC in writing of (a “Tax audit or other administrative or judicial proceeding which could reasonably be expected to affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party is entitled to indemnification under Section 8.2 (an “Excluded Tax ProceedingNotice”), Purchaser shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded demand or claim received by the Buyer or any Company from any Tax Proceeding; provided that (x) Sellers shall thereafter keep Purchaser promptly and fully informed as to the progress of such Excluded Tax Proceeding and (y) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement authority or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party party with respect to Taxes for which such party would not be entitled the Tax Indemnifying Party is liable pursuant to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control Section 11.1 within ten (10) days of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct receipt of such proceeding. Subject to demand or claim by the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser Buyer or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refundCompany; provided, however, that a failure to give such Tax Notice will not affect the rights of the Buyer or any Company to indemnification under Section 11.1 unless, or except to the extent that such amount failure precludes the Tax Indemnifying Parties from contesting such demand or claim. Such Tax Notice shall contain factual information (to be repaid to Sellers the extent known) describing the asserted Tax liability in reasonable detail and shall be (i) decreased by include copies of any notice or other document received from any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser or its Affiliate or prior periods) authority in respect of the receipt or accrual of any such refund or interest by Purchaser or its Affiliate, (ii) increased by any asserted Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrowliability. (b) In Subject to the event a Tax authority notifies a Seller following sentence, ASC may elect to control the conduct, through counsel chosen by ASC and reasonably acceptable to the Buyer and at ASC’s own expense, of any audit, claim for refund, or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 11.1, including any contest in respect of an Excluded Interim Period (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). If ASC elects to control a Contest, ASC shall within thirty (30) calendar days of receipt of the Tax Notice notify the Buyer in writing of its intent to do so; provided, however, that the Buyer and the Companies are authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect their interests during such 30 day period. If ASC properly elects to control a Tax described Contest, then ASC shall have all rights to settle, compromise and/or concede such asserted liability and the Buyer shall cooperate and shall cause the Companies (and any of their successors) to cooperate in Section 2.4(feach phase of such Contest. If ASC does not elect to control the Contest, the Buyer or the Companies may, without affecting its or any other indemnified party’s rights to indemnification under this Article XI, assume and control the defense of such Contest with participation by the Sellers. (c) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise In the event that a Contest involves an Interim Period (a “Seller Excluded Tax ProceedingStraddle Contest”), Sellers the parties shall give prompt notice thereof endeavor to Purchaser cause the Contest proceeding to be separated into two or more separate proceedings, one of which shall involve exclusively the applicable Interim Period. In the event that such separation cannot, after diligent efforts, be achieved, the Buyer and will keep Purchaser promptly and fully informed ASC shall jointly control the Straddle Contest; provided, however, that, subject to this Section 11.5 generally, the Buyer shall have all rights to make decisions, settle, compromise and/or concede such asserted liability as relates to the progress of such Seller Excluded Tax Proceeding, including providing copies portion of the Tax Returns at issue in such proceeding promptly taxable period that begins after the commencement of Closing Date, and ASC shall have all rights to settle, compromise and/or concede such proceeding and providing promptly copies of all correspondence between the parties asserted liability as relates to the proceedingInterim Period. (d) With respect to a Contest that is described in paragraphs (b) and (c) of this Section, and which relates to a method of accounting, a recurring item of income, gain, loss, deduction or credit. If at Taxes other than income Taxes, franchise Taxes, and Transfer and Recording Taxes, ASC’s ability to settle, compromise and/or concede any time following asserted liability shall be subject to the commencement Buyer’s consent, not to be unreasonably withheld, conditioned or delayed, if ASC’s proposed settlement, compromise or concession would adversely affect such Tax liability of a Seller Excluded Tax Proceeding Company in a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes BankruptPost-Closing period; provided, then Sellers shall give prompt notice to Purchaser thereof andhowever, if (A) Purchaser reasonably determines the Buyer does not provide ASC with such consent, and ASC shall pay to the Buyer the amount that Sellers are not devoting similar resources and effort ASC was willing to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) pay the Taxing authority to settle the asserted Tax liability resulting liability, ASC shall be released by the Buyer from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for all indemnification made by Purchaser obligations thereto pursuant to Section 8.2, (i) Purchaser 11.1 and the Buyer shall be entitled to participate in assume control over the conduct of such Seller Excluded Contest and shall have all rights if such Contest does not involve any issues for which ASC remains liable under this Article XI to make decisions, settle, compromise, and/or concede such asserted liability. (e) Notwithstanding anything contained in this Section 11.5 to the contrary, none of the Buyer or the Companies shall be required to permit ASC to contest any claim; provided, however, that the Tax Proceeding and Indemnifying Parties shall have no obligation to pay, indemnify or reimburse the Buyer or the Companies for any amounts that the Buyer or the Companies pay without the prior approval of ASC (ii) which may not be unreasonably withheld or delayed if the final settlement related indemnification obligation does not have a material economic impact on ASC or compromise reached the Indemnifying Parties) with respect to a claim ASC timely elects to contest but is not permitted to contest under this Section 11.5(e). (f) Notwithstanding anything contained in this Section 11.5 to the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromisecontrary, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2ASC shall not, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding without the prior written consent of Purchaser the Buyer (which consent shall not to be unreasonably withheld, contained or delayed). For purposes of this Section, “Bankrupt” meanssettle, with respect to compromise or concede any Person, that such Person becomes a party to a bankruptcy, liquidation asserted liability unless ASC has (i) paid or winding up proceeding or, otherwise satisfied the asserted liability on or prior to the extent this paragraph is applied to a material Affiliate date of such settlement, compromise or concession, or (ii) obtained, as an unconditional term of such settlement, compromise or concession, an unconditional release, issued by the applicable taxing authority in favor of the Seller located outside Companies, for all responsibility in respect of the United States, the substantial equivalent of such proceedings in such foreign jurisdictionasserted liability.

Tax Audits. (a) In 8.8.1 From and after the event a date of this Agreement through and including September 16, 1999, Purchaser covenants not to, and to cause the Company and the Subsidiary not to, request or take any action to initiate an audit of any Tax authority notifies Purchaser or any Return of its Affiliates (including, effective upon the ClosingPurchaser, the Sold Subsidiaries) Company or the Subsidiary. 8.8.2 Purchaser shall promptly notify the Company Stockholders in writing of a Tax audit or other administrative or judicial proceeding which could reasonably be expected to affect upon receipt by the liability of a Sold SubsidiaryCompany, Purchaser or an Affiliate their Affiliates of Purchaser written notice of any pending or threatened Tax audits of or assessments against the Company or the Subsidiary for any Pre-Closing Tax Period of the Company or the Subsidiary, which may affect the determination of Taxes for which indemnification is provided to Purchaser hereunder; provided, however, that the Company Stockholders shall not be relieved of their obligations under Section 9.4 by reason of any delay or failure to give such notice except and to the extent that such party is entitled to indemnification prevented by the expiration of the statute or limitations or otherwise from exercising its rights under Section 8.2 (an “Excluded Tax Proceeding”)8.8.3 solely by reason of such delay or failure. 8.8.3 Subject to the provisions of Section 9.5, Purchaser shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers the Company Stockholders may, at their own expense, (i) participate in control any audit or determination by any Authority, initiate any claim for refund or amended Return, and (ii) upon contest, resolve and defend against any assessment, notice to Purchaserof deficiency, assume control or other adjustment or proposed adjustment of Taxes of the conduct of any such Excluded Tax Proceeding; provided that (x) Sellers shall thereafter keep Purchaser promptly and fully informed as to the progress of such Excluded Tax Proceeding and (y) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding Company or the Taxes or Subsidiary for any Pre- Closing Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party with respect to Taxes for which such party would not be entitled to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct of such proceeding. Subject to the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refundPeriod; provided, however, that the Company Stockholders (a) shall consult with Purchaser with respect to the resolution of any issue that could affect the Company, the Subsidiary, Purchaser or their Affiliates in that or any other taxable year, (b) shall not settle any such amount issue, or file any amended Return relating to such issue, without the consent of Purchaser and (c) shall promptly pay all Taxes which are assessed and not contested and all Taxes which are contested and finally determined to be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser due upon resolution or its Affiliate or prior periods) in respect of the receipt or accrual settlement of such refund or interest by Purchaser or its Affiliatecontest at the time payment is due, (ii) increased by any Tax benefit realized or reasonably expected subject, however, to be realized by Purchaser or its Affiliate (in the form provisions and limitations of an actual reduction of its cash Tax expense for Article 9 and the period in which the applicable amount Escrow Agreement. Where consent to a settlement is paid withheld by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrow. clause (b) In the event a Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress of such Seller Excluded Tax Proceeding, including providing copies of the Tax Returns preceding sentence, Purchaser may continue or initiate any further proceedings at issue in such proceeding promptly its own expense, provided that the liability of the Company Stockholders, after giving effect to this Agreement, shall not exceed the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines liability that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting resulted from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding without the prior written consent of Purchaser (not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdictionamended Return.

Tax Audits. (a) In After the event a Closing Date, Parent, on the one hand, and MRG, on the other hand (the "Recipient"), shall promptly notify the other Person in writing upon receipt by the Recipient or any of its Affiliates of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim ("Tax Claim") received by the Recipient from any Tax authority notifies Purchaser or any other Person, including any Tax Claim with respect to Losses for which Parent or MRG is liable pursuant to Section 6.08, Section 9.01 or Section 9.05; provided, however, that a failure by Parent or MRG to give such notice shall not affect the Parent Indemnified Parties' rights to indemnification under this Article IX or MRG's rights to indemnification under Section 6.08 unless (and then solely to the extent) that Parent or MRG is materially prejudiced as a consequence of such failure. (b) MRG shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to any Pre-Closing Period MRG shall have all rights to settle, compromise and/or concede such Tax Claim unless the settlement, compromise or concession would adversely affect the Tax liability of Parent or any of its Affiliates (including, effective upon including the Closing, the Sold SubsidiariesCompany) in writing any taxable year (or portion thereof) after the Closing Date, in which event no settlement, compromise or concession shall be consummated without the written consent of Parent, which consent shall not be unreasonably withheld. MRG and Parent shall reasonably cooperate and shall cause the Company and MotorCity to reasonably cooperate with respect to any Tax Claim described in this Section 9.04(b). (c) With respect to any Tax Claim that involves any Straddle Period (other than an income Tax Claim for a Tax audit or other administrative or judicial proceeding Company Group with respect to which could reasonably be expected to affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party Company is entitled to indemnification under Section 8.2 (an “Excluded Tax Proceeding”not the parent), Purchaser Parent shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded Tax Proceeding; provided that Claim, through counsel of Parent's own choosing with participation by MRG (xat MRG's expense) Sellers and Parent shall thereafter keep Purchaser promptly and fully informed as have all rights to settle, compromise and/or concede such Tax Claim unless the progress of such Excluded Tax Proceeding and (y) Sellers shall notsettlement, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could concession would adversely affect the Tax liability of any Purchaser Indemnified Party with respect to Taxes for which such party would not be entitled to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct of such proceeding. Subject to the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser MRG or any of its Affiliates (includingafter giving effect to the Merger), effective upon in which event no settlement, compromise or concession shall be consummated without the Closingwritten consent of MRG, which consent shall not be unreasonably withheld. (d) MRG shall control the Sold Subsidiaries) receives a refund conduct, through their own counsel at their sole expense with participation by Parent (at Parent's expense), of Taxes arising from or related to any Excluded income Tax Proceeding, (y) Claim which involves the amount activities of the 2006 Company for any Pre-Closing Period and any Straddle Period, and shall have all rights to settle, compromise and/or concede such Tax Refund received by Purchaser Claim without the consent of the Parent unless the settlement, compromise or concession would adversely affect the Tax liability of Parent or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refund; provided, however, that any such amount to be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold SubsidiariesCompany in any taxable year (or portion thereof) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrow. (b) In the event a Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”Date), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress of such Seller Excluded Tax Proceedingin which event no settlement, including providing copies of the Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller compromise or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser concession shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding consummated without the prior written consent of Purchaser (Parent, which consent shall not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdiction.

Tax Audits. (a) In Each of Seller and the event a Tax authority notifies Purchaser or US Transferors, as applicable, shall have the right, at its own expense, to control any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) in writing of a Tax audit or other administrative or judicial proceeding examination by any Taxing Authority (a “Tax Audit”), relating solely to Taxes of Seller and the US Transferors for a Pre-Closing Period; provided Buyer shall have the right, at its own expense, to participate in all aspects of any such Tax Audit and Seller and the US Transferors, as applicable, shall not have the right to settle any matter which could reasonably be expected to affect have an adverse impact, as a result of the imposition of transferee liability on Buyer or any of a Sold Subsidiaryits Affiliates or any member of the Stock Group after the Closing without the consent of Buyer. (b) Except as provided in Section 9.8(a), Purchaser Buyer shall have the right, at its own expense, to control any other Tax Audit, except that, with respect to any state, local, or an Affiliate of Purchaser for foreign Taxes for which such party is entitled to indemnification under Section 8.2 (an “Excluded Tax Proceeding”)any Straddle Period, Purchaser Buyer shall give prompt written notice thereof to Sellers and will give Sellers such information consult with Seller with respect thereto as Sellers to the resolution of any issue that would affect Seller or any US Transferor, and shall not settle that issue, or file any amended Tax Return relating to a Straddle Period, without the consent of Seller or the affected US Transferor, which may reasonably requestnot be unreasonably withheld. Sellers mayIn addition, (i) Seller and the affected US Transferor shall have the right, at their own expense, (i) to participate in any such Tax Audit and (ii) upon notice to Purchaser, assume control of Buyer shall promptly inform Seller and the conduct affected US Transferor of any meeting or other proceeding relating to such Excluded Tax Proceeding; provided that (x) Sellers Audit, shall thereafter keep Purchaser promptly provide Seller and fully informed as the affected US Transferor with copies of any proposed written submission to the progress of relevant Taxing Authority relating to such Excluded Tax Proceeding Audit at least ten (10) days prior to submission, and (y) Sellers shall not, without Purchaser’s prior written consent, agree to consider in good faith any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding suggestions made by Seller or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party with respect to Taxes for which such party would not be entitled to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct of such proceeding. Subject to the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refund; provided, however, that any such amount to be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrow. (b) In the event a Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress of such Seller Excluded Tax Proceeding, including providing copies of the Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding without the prior written consent of Purchaser (not to be unreasonably withheld). For purposes of this Section, “Bankrupt” meansUS Transferor, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdictionsubmission.

Tax Audits. (ai) In Each of the event Buyer (each a Tax authority notifies Purchaser or any of its Affiliates (including“Recipient”) on the one hand, effective upon and the ClosingSeller Representative, on the Sold Subsidiaries) other hand, shall notify the other party in writing within 10 days of a Tax audit receipt by the Recipient of written notice of any pending or threatened audit, notice of deficiency, proposed adjustment, assessment, examination or other administrative administration or judicial proceeding court proceeding, suit, dispute or other claim which could reasonably be expected to affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which of such other party is entitled to indemnification under Section 8.2 (an a “Excluded Tax ProceedingClaim”), Purchaser shall . If the Recipient fails to give such prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaserthe other party, assume control of the conduct of any such Excluded Tax Proceeding; provided that (x) Sellers it shall thereafter keep Purchaser promptly and fully informed as to the progress of such Excluded Tax Proceeding and (y) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party with respect to Taxes for which such party would not be entitled to indemnification under Sections 8.2 for any Taxes arising in connection with such Tax Claim if and 8.4. Unless and until Sellers assume control of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct of such proceeding. Subject to the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is that such failure to give notice materially and adversely affected as a result thereof. In addition, notwithstanding anything affects the other party’s right to the contrary participate in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refundClaim; provided, however, that any such amount one party will be obligated to be repaid indemnify the other party pursuant to Sellers shall be (iSection 9.3(a) decreased by any Tax imposed (in or otherwise only if the form indemnifying party receives written notice thereof prior to the end of an actual increase the applicable statute of its cash Tax expense limitations for the period in which the applicable amount is received by Purchaser relevant taxable year or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, period. (ii) increased by the Seller Representative shall have the sole right to represent the Company and each of its Subsidiaries’ interest in any Tax benefit realized Claim relating to taxable periods ending on or reasonably expected before the Closing Date and to be realized by Purchaser employ counsel of its choice at its expense. Seller Representative agrees that it will not settle any such proceeding in a manner which materially and adversely affects the Company or its Affiliate (in Subsidiaries for any taxable period that ends after the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in Closing Date. In the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates taxable period that includes (including the Sold Subsidiariesbut does not end on) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrow. (b) In the event a Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax ProceedingStraddle Period”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress of such Seller Excluded Tax Proceeding, including providing copies of the Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser Representative shall be entitled to participate at its expense in any Tax Claim relating in any part to Taxes attributable to the conduct portion of such Seller Excluded Tax Proceeding Straddle Period deemed to end on or before the Closing Date, and (ii) if the final settlement or compromise reached with the taxing authority will exceed written consent of the remaining Escrow Amount Buyer (which shall not be unreasonably withheld), at the time Seller Representative’s sole expense, may assume the control of such entire Tax Claim. None of the settlement Buyer, any of its affiliates, the Company or compromise, less any of the aggregate amount Company’s Subsidiaries may settle or otherwise dispose of any outstanding claims Tax Claim for indemnification made by Purchaser pursuant to Section 8.2which the Sellers may have a liability under this Agreement, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding which may result in an increase in Sellers’ liability under this Agreement, without the prior written consent of Purchaser (not to the Seller Representative, which consent may be unreasonably withheld). For purposes withheld in the sole discretion of this Sectionthe Sellers, “Bankrupt” means, unless the Buyer fully indemnifies the Sellers in writing with respect to any Person, that such Person becomes liability in a party to a bankruptcy, liquidation or winding up proceeding or, manner satisfactory to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdictionSellers.

Tax Audits. (a) In the event a Tax authority notifies Purchaser or any of its Affiliates (including, effective upon After the Closing, the Sold Subsidiaries) Purchaser shall notify the Seller in writing of a Tax audit any demand or other administrative or judicial proceeding which could reasonably be expected to affect claim received by the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party is entitled to indemnification under Section 8.2 (an “Excluded the Company from any Tax Proceeding”), Purchaser shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded Tax Proceeding; provided that (x) Sellers shall thereafter keep Purchaser promptly and fully informed as to the progress of such Excluded Tax Proceeding and (y) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement authority or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party party with respect to Taxes for which such party would not be entitled the Seller is liable pursuant to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control Section 11.01 within ten (10) days of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct receipt of such proceeding. Subject to demand or claim by the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refundCompany; provided, however, that a 42 failure to give such notice will not affect the Purchaser's or the Company's rights to indemnification under Section 11.01 unless, or except to the extent that, but for such failure, the Seller could have reduced, avoided, or contested the Tax liability in question in whole or in part. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any such amount to be repaid to Sellers shall be (i) decreased by notice or other document received from any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser or its Affiliate or prior periods) authority in respect of the receipt or accrual of any such refund or interest by Purchaser or its Affiliate, (ii) increased by any asserted Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrowliability. (b) In The Seller may elect to control the event a Tax authority notifies a Seller conduct, through counsel of the Seller's own choosing and at the Seller's own expense, of any audit, claim for refund, or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 11.01, including any contest in respect of an Excluded Interim Period (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If the Seller elects to control a Contest, the Seller shall within thirty (30) calendar days of receipt of the notice of asserted Tax liability notify the Purchaser in writing of its intent to do so. If the Seller properly elects to control a Contest, then the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the Purchaser shall cooperate and shall cause the Company or a Tax described any of its successors to cooperate in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress each phase of such Contest. If the Seller Excluded Tax Proceedingdoes not elect to control the Contest, including providing copies of the Tax Returns at issue in such proceeding promptly after Purchaser or the commencement Company may, without affecting its or any other indemnified party's rights to indemnification under this Article XI, assume and control the defense of such proceeding and providing promptly copies of all correspondence between Contest with participation by the parties to Seller; provided, however, that the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall may not settle or compromise such Seller Excluded Tax Proceeding Contest without the prior written consent of Purchaser the Seller. (not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with c) With respect to any Persona Contest that involves an Interim Period, that such Person becomes a party to a bankruptcythe Seller shall control the conduct, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate through counsel of the Seller located outside Seller's own choosing and at the United StatesSeller's own expense, the substantial equivalent of any such proceedings in such foreign jurisdictionContest.

Tax Audits. (a) In After the event a Tax authority notifies Purchaser Closing, Purchaser, on the one hand, and Seller, on the other hand (the “Recipient”), shall promptly notify the other Person in writing upon receipt by the Recipient or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) in writing of a Tax any written notice of any pending or threatened audit or other assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim (“Tax Claim”) received by the Recipient from any Tax authority or any other Person with respect to Losses for which could reasonably be expected Seller is liable pursuant to Section 9.1 or Section 6.21; provided, however, that a failure by Purchaser to give such notice shall not affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party is entitled Indemnified Parties’ rights to indemnification under Section 8.2 this ARTICLE IX unless (an “Excluded Tax Proceeding”), Purchaser shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded Tax Proceeding; provided that (x) Sellers shall thereafter keep Purchaser promptly and fully informed as then solely to the progress extent) that Seller is materially prejudiced as a consequence of such Excluded Tax Proceeding and failure. (yb) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party Except with respect to Taxes for any income Tax Claim which involves the activities of the Company, Parent and Seller shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to any Pre-Closing Period. Parent or Seller, as the case may be, shall have all rights to settle, compromise and/or concede such party Tax Claim and Purchaser shall reasonably cooperate and shall cause the Company to reasonably cooperate; provided, however, that, Parent or Seller shall not settle, compromise and/or concede such Tax Claim in a manner that would adversely affect Purchaser or the Company without the consent of Purchaser, which consent shall not be entitled unreasonably withheld or delayed. (c) With respect to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control any Tax Claim that involves any Straddle Period (other than an income Tax Claim which involves the activities of an Excluded Tax Proceeding in accordance with the preceding sentenceCompany), Purchaser shall control the conduct of any such proceeding. Subject to the foregoing provisions Tax Claim, through counsel of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) Purchaser’s own choosing with respect to any breach participation by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(aParent and Seller (at Parent and Seller’s expense) and not Section 8.5 Purchaser shall govern the conduct of have all Excluded rights to settle, compromise and/or concede such Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it Claim and Parent and Seller shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refundreasonably cooperate; provided, however, that any Purchaser shall not settle, compromise and/or concede such amount to Tax Claim in a manner that would adversely affect Parent or Seller without the consent of Parent and Seller, which consent shall not be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser unreasonably withheld or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrowdelayed. (bd) In Parent and Seller shall control the event a conduct, through their own counsel at their sole expense, of any income Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for Claim which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to involves the progress of such Seller Excluded Tax Proceeding, including providing copies activities of the Company for any pre-Closing period and shall have all rights to settle, compromise and/or concede such Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding Claim without the prior written consent of Purchaser (not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdictionPurchaser.

Tax Audits. (a) In After the event a Tax authority notifies Purchaser Closing, Purchaser, on the one hand, and Seller, on the other hand (the “Recipient”), shall promptly notify the other Person in writing upon receipt by the Recipient or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) in writing of a Tax any written notice of any pending or threatened audit or other assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim (“Tax Claim”) received by the Recipient from any Tax authority or any other Person with respect to Losses for which could reasonably be expected Seller is liable pursuant to Section 9.1 or Section 6.21; provided, however, that a failure by Purchaser to give such notice shall not affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party is entitled Indemnified Parties’ rights to indemnification under Section 8.2 this ARTICLE IX unless (an “Excluded Tax Proceeding”), Purchaser shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded Tax Proceeding; provided that (x) Sellers shall thereafter keep Purchaser promptly and fully informed as then solely to the progress extent) that Seller is materially prejudiced as a consequence of such Excluded Tax Proceeding and failure. (yb) Sellers shall not, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could adversely affect the Tax liability of any Purchaser Indemnified Party Except with respect to Taxes for any income Tax Claim which involves the activities of the Company, Parent and Seller shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to any Pre-Closing Period. Parent or Seller, as the case may be, shall have all rights to settle, compromise and/or concede such party Tax Claim and Purchaser shall reasonably cooperate and shall cause the Company to reasonably cooperate; provided, however, that, Parent or Seller shall not settle, compromise and/or concede such Tax Claim in a manner that would adversely affect Purchaser or the Company without the consent of Purchaser, which consent shall not be entitled unreasonably withheld or delayed. (c) With respect to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control any Tax Claim that involves any Straddle Period (other than an income Tax Claim which involves the activities of an Excluded Tax Proceeding in accordance with the preceding sentenceCompany), Purchaser shall control the conduct of any such proceeding. Subject to the foregoing provisions Tax Claim, through counsel of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) Purchaser’s own choosing with respect to any breach participation by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(aParent and Seller (at Parent and Seller’s expense) and not Section 8.5 Purchaser shall govern the conduct of have all Excluded rights to settle, compromise and/or concede such Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it Claim and Parent and Seller shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser or any of its Affiliates (including, effective upon the Closing, the Sold Subsidiaries) receives a refund of Taxes arising from or related to any Excluded Tax Proceeding, (y) the amount of the 2006 Tax Refund received by Purchaser or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refundreasonably cooperate; provided, however, that any Purchaser shall not settle, compromise and/or concede such amount to Tax Claim in a manner that would adversely affect Parent or Seller without the consent of Parent and Seller, which consent shall not be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser unreasonably withheld or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold Subsidiaries) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrowdelayed. (bd) In Parent and Seller shall control the event a conduct, through their own counsel at their sole expense, of any income Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for Claim which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to involves the progress of such Seller Excluded Tax Proceeding, including providing copies activities of the Company for any pre- Closing period and shall have all rights to settle, compromise and/or concede such Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding Claim without the prior written consent of Purchaser (not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdictionPurchaser.

Tax Audits. (a) In After the event a Closing Date, Parent, on the one hand, and MRG, on the other hand (the “Recipient”), shall promptly notify the other Person in writing upon receipt by the Recipient or any of its Affiliates of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or other similar claim (“Tax Claim”) received by the Recipient from any Tax authority notifies Purchaser or any other Person, including any Tax Claim with respect to Losses for which Parent or MRG is liable pursuant to Section 6.08, Section 9.01 or Section 9.05; provided, however, that a failure by Parent or MRG to give such notice shall not affect the Parent Indemnified Parties’ rights to indemnification under this Article IX or MRG’s rights to indemnification under Section 6.08 unless (and then solely to the extent) that Parent or MRG is materially prejudiced as a consequence of such failure. (b) MRG shall control the conduct, through their own counsel at their sole expense, of any Tax Claim involving any asserted Liability with respect or relating solely to any Pre-Closing Period. MRG shall have all rights to settle, compromise and/or concede such Tax Claim unless the settlement, compromise or concession would adversely affect the Tax liability of Parent or any of its Affiliates (including, effective upon including the Closing, the Sold SubsidiariesCompany) in writing any taxable year (or portion thereof) after the Closing Date, in which event no settlement, compromise or concession shall be consummated without the written consent of Parent, which consent shall not be unreasonably withheld. MRG and Parent shall reasonably cooperate and shall cause the Company and MotorCity to reasonably cooperate with respect to any Tax Claim described in this Section 9.04(b). (c) With respect to any Tax Claim that involves any Straddle Period (other than an income Tax Claim for a Tax audit or other administrative or judicial proceeding Company Group with respect to which could reasonably be expected to affect the liability of a Sold Subsidiary, Purchaser or an Affiliate of Purchaser for Taxes for which such party Company is entitled to indemnification under Section 8.2 (an “Excluded Tax Proceeding”not the parent), Purchaser Parent shall give prompt written notice thereof to Sellers and will give Sellers such information with respect thereto as Sellers may reasonably request. Sellers may, at their own expense, (i) participate in and (ii) upon notice to Purchaser, assume control of the conduct of any such Excluded Tax Proceeding; provided that Claim, through counsel of Parent’s own choosing with participation by MRG (xat MRG’s expense) Sellers and Parent shall thereafter keep Purchaser promptly and fully informed as have all rights to settle, compromise and/or concede such Tax Claim unless the progress of such Excluded Tax Proceeding and (y) Sellers shall notsettlement, without Purchaser’s prior written consent, agree to any settlement or compromise of or take or omit to take any other action or omission in respect of such proceeding or the Taxes or Tax Returns at issue therein if such settlement or compromise or other action could concession would adversely affect the Tax liability of any Purchaser Indemnified Party with respect to Taxes for which such party would not be entitled to indemnification under Sections 8.2 and 8.4. Unless and until Sellers assume control of an Excluded Tax Proceeding in accordance with the preceding sentence, Purchaser shall control the conduct of such proceeding. Subject to the foregoing provisions of this Section 7.2(a), all of the parties shall cooperate in the conduct of an Excluded Tax Proceeding. Sellers shall not be liable under Section 8.2(f) with respect to any breach by Purchaser of the first sentence of this Section 7.2(a), to the extent Sellers’ liability under Section 8.2(f) is materially adversely affected as a result thereof. In addition, notwithstanding anything to the contrary in this Agreement, this Section 7.2(a) and not Section 8.5 shall govern the conduct of all Excluded Tax Proceedings. In the event a Purchaser Indemnified Party decides to seek indemnification for an Excluded Tax, a Tax described in Section 2.4(f) or a Tax resulting from a breach of a representation or warranty in Section 3.7, it shall notify Sellers in writing of such claim and the amount due. In the event that (x) Purchaser MRG or any of its Affiliates (includingafter giving effect to the Merger), effective upon in which event no settlement, compromise or concession shall be consummated without the Closingwritten consent of MRG, which consent shall not be unreasonably withheld. (d) MRG shall control the Sold Subsidiaries) receives a refund conduct, through their own counsel at their sole expense with participation by Parent (at Parent’s expense), of Taxes arising from or related to any Excluded income Tax Proceeding, (y) Claim which involves the amount activities of the 2006 Company for any Pre-Closing Period and any Straddle Period, and shall have all rights to settle, compromise and/or concede such Tax Refund received by Purchaser Claim without the consent of the Parent unless the settlement, compromise or concession would adversely affect the Tax liability of Parent or any of its Affiliates exceeds the 2006 Tax Refund Amount, or (z) the Tax Escrow Agreement has expired in accordance with its terms, the 2006 Tax Refund Amount deposited pursuant thereto has been returned to Purchaser, and Purchaser or any of its Affiliates receives the 2006 Tax Refund following such expiration, Purchaser shall, within 10 Business Days after receipt thereof, pay any such refund over to Sellers (or any party designated by Sellers), together with interest received from the applicable taxing authority in respect of such refund; provided, however, that any such amount to be repaid to Sellers shall be (i) decreased by any Tax imposed (in the form of an actual increase of its cash Tax expense for the period in which the applicable amount is received by Purchaser or its Affiliate or prior periods) in respect of the receipt or accrual of such refund or interest by Purchaser or its Affiliate, (ii) increased by any Tax benefit realized or reasonably expected to be realized by Purchaser or its Affiliate (in the form of an actual reduction of its cash Tax expense for the period in which the applicable amount is paid by Purchaser pursuant to this Section 7.2 or prior periods) in respect of the payment of any amount pursuant to this Section 7.2, and (iii) in the case of the 2006 Tax Refund, decreased by any reasonable costs or expenses of Purchaser or its Affiliates (including the Sold SubsidiariesCompany in any taxable year (or portion thereof) incurred after the Closing Date in connection with the pursuit of such 2006 Tax Refund and not otherwise paid to Purchaser or such Affiliate from the 2006 Tax Refund Amount held in escrow. (b) In the event a Tax authority notifies a Seller or any Affiliate of a Seller in writing of an audit or other administrative or judicial proceeding in respect of an Excluded Tax or a Tax described in Section 2.4(f) for which any Purchaser Indemnified Party could be held liable under applicable Law, by contract or otherwise (a “Seller Excluded Tax Proceeding”Date), Sellers shall give prompt notice thereof to Purchaser and will keep Purchaser promptly and fully informed as to the progress of such Seller Excluded Tax Proceedingin which event no settlement, including providing copies of the Tax Returns at issue in such proceeding promptly after the commencement of such proceeding and providing promptly copies of all correspondence between the parties to the proceeding. If at any time following the commencement of a Seller Excluded Tax Proceeding a Seller compromise or a material Affiliate of a Seller (if such Seller Excluded Tax Proceeding relates to such material Affiliate) becomes Bankrupt, then Sellers shall give prompt notice to Purchaser thereof and, if (A) Purchaser reasonably determines that Sellers are not devoting similar resources and effort to contesting such proceeding as Sellers would have devoted had Sellers not become Bankrupt and (B) the Tax liability resulting from such proceeding would reasonably be expected to exceed the remaining Escrow Amount at such time, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, (i) Purchaser concession shall be entitled to participate in the conduct of such Seller Excluded Tax Proceeding and (ii) if the final settlement or compromise reached with the taxing authority will exceed the remaining Escrow Amount at the time of the settlement or compromise, less the aggregate amount of any outstanding claims for indemnification made by Purchaser pursuant to Section 8.2, Sellers shall not settle or compromise such Seller Excluded Tax Proceeding consummated without the prior written consent of Purchaser (Parent, which consent shall not to be unreasonably withheld). For purposes of this Section, “Bankrupt” means, with respect to any Person, that such Person becomes a party to a bankruptcy, liquidation or winding up proceeding or, to the extent this paragraph is applied to a material Affiliate of the Seller located outside the United States, the substantial equivalent of such proceedings in such foreign jurisdiction.