Common use of Tax Claims Clause in Contracts

Tax Claims. Parent shall deliver a written notice to the Representative promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, provided, however, that the failure or delay to so notify the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each Tax Claim shall be controlled by Parent; provided, that (x) Parent shall keep the Representative reasonably informed of all material developments and events relating to such Tax Claim, and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises such Tax Claim without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed. In the event of any conflict between the provisions of Article 7 and this Section 4.11(d), this Section 4.11(d) shall control.

Tax Claims. Parent shall deliver a written The Buyer and the Seller will promptly notify the other in writing upon the receipt of notice to the Representative promptly following from any demand, Taxing Authority of any pending or threatened claim, litigation, controversy or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect Proceeding related to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement such other party may be liable (each, a “Tax Claim”). Seller shall, at its own expense, have the sole right to control any Tax Claim for any Pre-Closing Tax Period (other than any Straddle Period) and except that no settlement that would adversely affect the Company or the Buyer for any Post-Closing Tax Period may be agreed to without Buyer’s prior written consent, which consent shall describe in reasonable detail not be unreasonably withheld, conditioned or delayed. The Seller shall keep the facts constituting Buyer reasonably informed with respect to such defense. The Buyer shall, at its own expense, have the basis right to control any Tax Claim for any Straddle Period; provided that with respect to any such Tax Claim, (i) the nature of Buyer shall keep the relief sought, and the amount of the claimed Losses Seller reasonably informed with respect to Taxessuch defense, provided, however, that (ii) the failure or delay to so notify Buyer shall consult with the Representative shall not relieve the Indemnitors of Seller before taking any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each Tax Claim shall be controlled by Parent; provided, that (x) Parent shall keep the Representative reasonably informed of all material developments and events relating to significant action in connection with such Tax Claim, and (yiii) Parent the Buyer shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles settle or compromises compromise any such Tax Claim without the prior written consent of the RepresentativeSeller, such which consent shall not to unreasonably be unreasonably withheld, conditioned withheld or delayed. In Except as otherwise specifically provided for in this Section 7.12, a Tax Claim that is covered by the event of any conflict between the provisions indemnity obligations of Article 7 and this 11 shall be handled as a Liability Claim described in Section 4.11(d), this Section 4.11(d) shall control11.2.

Tax Claims. Parent shall deliver a written notice If, subsequent to the Representative promptly following Closing, Parent, the Company or any demand, claim, or of their Affiliates receives notice of commencement of a claim, proposed adjustment, assessment, any audit, examination litigation or other administrative or court proceeding with respect to Taxes of the Company for regarding any Pre-Closing Tax Period (except to the extent that such Taxes were included in the calculation of “Indebtedness” as appearing on the Spreadsheet) or with respect to which the Indemnitors have an Indemnifying Party may otherwise be required to provide indemnification obligation pursuant to under this Agreement (each a “Tax Claim”), then within five (5) and shall describe in reasonable detail the facts constituting the basis for Business Days after receipt of such Tax Claimnotice, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, provided, however, that the failure or delay to so Parent shall notify the Stockholder Representative in writing of such notice (which notice shall include detailed information including copies of any written materials received), provided that a delay or failure in so notifying the Stockholder Representative shall not relieve the Indemnitors of Indemnifying Parties from any claim of indemnification pursuant to this Agreement, liability or obligation hereunder except to the extent that the Indemnitors are actually, materially such Indemnifying Parties were actually prejudiced therebyas a result of such delay or failure. Each With respect to any Tax Claim (i) Parent will control such Tax Claim, including the defense and settlement thereof; provided that, (i) Parent shall be controlled by Parent; providedpermit the Stockholder Representative to participate in such Tax Claim (using counsel of its own choosing) at the sole cost and expense of the Indemnifying Parties, that (xii) Parent shall keep the Stockholder Representative reasonably informed of all material developments and events relating on a timely basis with respect to any such Tax Claim, and (yiii) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles enter into any settlement of, otherwise compromise or compromises abandon any such Tax Claim without the prior written consent of the Stockholder Representative, such which consent shall not to be unreasonably withheld, conditioned or delayed. In Notwithstanding anything to the event of any conflict between the provisions of Article 7 and this contrary in Section 4.11(d)7.5, this Section 4.11(d) 6.6 and not Section 7.5 shall controlapply with respect to Tax Claims.

Tax Claims. Parent shall deliver a written notice to If any member of the Representative promptly following any demand, claim, Purchaser Indemnified Group receives or has received notice of commencement of a claim, proposed adjustment, assessment, any audit, examination action, claim or other administrative or court proceeding with regarding Taxes in respect to Taxes of which any member of the Company for which the Indemnitors have an indemnification obligation Purchaser Indemnified Group may be entitled to receive payment of Losses from Sellers pursuant to this Agreement Section 7.2(a)(i) or Section 7.2(a)(iv) (each, a “Tax Claim”), (i) and the Indemnitee shall describe promptly notify Sellers in reasonable detail the facts constituting the basis for writing of such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, Claim (provided, however, that the an Indemnitee’s failure to send or delay to so notify the Representative shall in sending such notification will not relieve the Indemnitors of any claim of indemnification pursuant Sellers from liability hereunder with respect to this Agreementsuch Tax Claim, except in the event and only to the extent that Sellers are prejudiced by such failure or delay), and (ii) Sellers, at their own expense, shall control the Indemnitors are actually, materially prejudiced thereby. Each defense and settlement of such Tax Claim solely to the extent such Tax Claim is with respect to taxable periods ending before the Closing Date, and Purchaser shall be controlled by Parentcontrol the defense and settlement of any other Tax Claim; provided, that that, with respect to any Tax Claim, (x1) Parent the controlling party shall keep the Representative non-controlling party reasonably informed of all the progress of such Tax Claim, including by providing the non-controlling party with copies of material developments correspondence and events relating notices and other material written materials received from or provided to any Taxing Authority, (2) the non-controlling party shall be entitled, at its cost and expense, to participate in such Tax Claim, and (y3) Parent the controlling party shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles settle or compromises compromise such Tax Claim (or a portion thereof) without the prior written consent of the Representative, such non-controlling party (which consent shall not to be unreasonably withheld, conditioned or delayed). In the event of any conflict between the provisions of Article 7 and this Section 4.11(d)6.3(h) and Section 7.5, this Section 4.11(d6.3(h) shall control.

Tax Claims. Parent shall deliver a written notice If, subsequent to the Representative promptly following any demandClosing, claim, Parent or the Company receives notice of commencement of a claimTax Contest that, proposed adjustmentif successful, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of would result in an indemnity payment by the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement Equityholders (a “Tax Claim”), then within fifteen (15) days after receipt of such notice, Parent shall provide the Holder Representative with a copy of such notice, and if Parent fails to do so no Parent Indemnified Party shall describe in reasonable detail the facts constituting the basis for be entitled to indemnification under this Agreement with respect to any Damages arising from such Tax Claim, unless the nature failure did not substantially prejudice the ability of the relief soughtHolder Representative to assert its rights under this paragraph. Parent shall have the right, at its own expense, to control the conduct and the amount resolution of the claimed Losses with respect any Tax Claim relating to Taxesa Pre-Closing Tax Period, provided, however, that the failure or delay to so notify the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each Tax Claim shall be controlled by Parent; provided, that (xa) Parent shall keep the Holder Representative informed of all material developments on a timely basis and Parent shall not resolve such Tax Claim in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without the Holder Representative’s written consent, which consent shall not be unreasonably withheld and (b) the Holder Representative will have the right, but not the obligation, by written notice to Parent within ten (10) days after receipt of notice of the Tax Claim to assume the defense of such Tax Claim at its own expense, in which case the Holder Representative shall keep Parent reasonably informed of all material developments on a timely basis and events relating to such Tax Claim, and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises resolve such Tax Claim without the prior Parent’s written consent, which consent of the Representative, such consent shall not to be unreasonably withheld, conditioned or delayed. In the event of any conflict between the provisions of Article 7 and this Section 4.11(d), this Section 4.11(d) shall control.

Tax Claims. Parent shall deliver (i) With respect to any claim for indemnification for a written notice to the Representative promptly following any demand, claim, or notice of commencement breach of a claim, proposed adjustment, assessment, audit, examination representation or other administrative warranty contained in Section 3.12 or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement a covenant contained in Section 5.1(o) or under Section 8.2(a)(iii) (a “Tax Claim”) relating to a Pre-Closing Tax Period, the Stockholder Representative shall, solely at the cost and shall describe expense of the holders of shares of Company Capital Stock, control all proceedings and may make all decisions taken in reasonable detail the facts constituting the basis for connection with such Tax ClaimClaim and, without limiting the nature of the relief soughtforegoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the amount of Tax claimed or contest the claimed Losses with respect to Taxes, Tax Claim in any permissible manner; provided, however, that the failure or delay Stockholder Representative must first consult, in good faith with Buyer before taking any action with respect to so notify the conduct of such Tax Claim. Notwithstanding the foregoing, the Stockholder Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each settle such Tax Claim without the prior written consent of Buyer, which consent shall not be controlled by Parentunreasonably withheld, conditioned or delayed and Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim if it reasonably determines that such Tax Claim could have a material adverse impact on the Taxes of the Company or any of the Company Subsidiaries in a Tax period or portion thereof beginning after the Closing Date. (ii) Buyer shall control all proceedings taken in connection with any Tax Claim relating to Taxes of the Company or any of its Subsidiaries for a Straddle Period; provided, however, that (x) Parent shall keep the Representative reasonably informed of all material developments and events relating to such Tax Claim, and (y) Parent Buyer shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises settle such Tax Claim without the prior written consent of the Stockholder Representative, such which consent shall not to be unreasonably withheld, conditioned or delayed. In the event of any conflict between the provisions of Article 7 and this Section 4.11(d), this Section 4.11(d) shall control.

Tax Claims. Parent shall deliver a promptly (and shall cause its Affiliates to promptly) notify the Members’ Representative following receipt of written notice to the Representative promptly following of any demandaudit, claimexamination, or notice of commencement of a claimdeficiency, proposed adjustment, assessment, audit, examination or other administrative or court judicial proceeding with or claim by any Taxing Authority in respect to of any Tax Return or Taxes of the Company for any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) or any Taxes for which the Indemnitors have an indemnification obligation claim could reasonably exist or result against any Member pursuant to the terms of this Agreement (‎(each, a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, Claim”)‎; provided, however, that the failure or delay to so notify the Representative comply with this provision shall not relieve the Indemnitors of any claim of affect Parent’s right to indemnification pursuant to this Agreementhereunder, except and only to the extent that the Indemnitors rights or defenses available to the Members (including the Members’ Representative) with respect to such claim are actually, forfeited or materially prejudiced therebyby reason of such failure. Each With respect to any Tax Claim relating to a Pass-Through Tax Return for a Tax period ending on or before the Closing Date or a Tax for which any Member could have liability pursuant to the indemnification terms of this Agreement, the Members’ Representative shall be controlled have the right, but not the obligation, to control the settlement and resolution of (including the right to appoint the “partnership representative” and the “designated individual,” as those terms are used in Section 6223 of the Code and Treasury Regulation Section 301.6223-1(b)(3), and the “tax matters partner” as that term is defined in Section 6231 of the Code for years prior to 2018, as applicable) each such Tax Claim by providing written notice to Parent within fifteen (15) days of ​ 4855-0363-3265.v2 Parent’s (or, if applicable, its Affiliate’s) delivery to the Members’ Representative of notice of the applicable Tax Claim; provided, that (xa) Parent the Members’ Representative shall keep the Representative Parent reasonably informed of all material developments and events relating to any Tax Claim controlled by Members’ Representative, (b) Parent shall be entitled to participate in such Tax Claim at its own expense, including‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Claim, and (yc) Parent shall Members’ Representative may not be indemnified under this Agreement with respect agree to a particular Tax Claim to the extent that Parent settles settlement or compromises such Tax Claim compromise thereof without the prior written consent of the RepresentativeParent, such which consent shall not to be unreasonably withheld, conditioned or delayed. In Parent shall have the event right to control any other Tax Claim (including any such Tax Claim which the Members’ Representative does not elect to control pursuant to the foregoing provisions); provided, that, if the Tax Claim relates to Taxes for which an indemnification claim could exist against any Member pursuant to the terms of this Agreement‎, (v) Parent shall keep the Members’ Representative reasonably informed of all material developments relating to any conflict between Tax Claim controlled by Parent, (x) Members’ Representative shall be entitled to participate in such Tax Claim at its own expense, including‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Claim, and (z) Parent shall not (and shall not permit any of its Affiliates (including the Surviving Company) to) agree to (or permit or cause) a settlement or compromise thereof without the prior written consent of the Members’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Members’ Representative shall have the sole right to designate the “partnership representative” (within the meaning of Code Section 6223) of the Company and any “designated individual” within the meaning of Treasury Regulation Section 301.6223-1(b)(3), in each case, for any taxable period, or portion thereof, of the Company that ends on or before the Closing Date. Notwithstanding anything to the contrary in this Agreement, the provisions of Article 7 and VIII are subject to the foregoing provisions of this Section 4.11(d9.1(g), this Section 4.11(d) shall control.

Tax Claims. Parent shall deliver a written notice Notwithstanding anything herein to the Representative promptly following contrary, if any demand, claim, Proceeding for or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of which indemnity may be sought against the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement Sellers (a “Tax Claim”) is asserted in writing against the Purchaser, the Purchaser shall notify the Seller Representative of such Tax Claim within fifteen (15) Business Days of receipt thereof, or such earlier time if necessary in order to allow the Seller Representative to timely respond to such Tax Claim and shall describe in reasonable detail give the facts constituting the basis for Seller Representative such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses information with respect to Taxes, thereto as the Seller Representative may reasonably request; provided, however, that the Purchaser’s failure or delay to so notify the Representative give such prompt notice shall not relieve the Indemnitors Sellers of any claim of their indemnification obligations under this Section 7.5(c) except to the extent and only to the extent a Seller is materially prejudiced by such failure or delay. The Sellers may discharge, at any time, their indemnification obligations under this Section 7.5(c) by paying to the Purchaser the amount payable pursuant to this Agreementsuch Tax Claim calculated as of the date of such payment. The Sellers may, except at their own expense, participate in such Tax Claim and, upon notice to Purchaser, jointly control (in the case of Tax Claims with respect to Straddle Periods) or assume (in the case of Tax Claims that relates solely to a taxable period ending on or before the Closing Date) the defense of any such Tax Claim. If the Sellers assume such defense, the Sellers shall have the sole discretion as to the conduct of such defense; provided that, (i) the Purchaser shall have the right (but not the duty) to observe and comment on the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Sellers, (ii) to the extent that the Indemnitors are actually, materially prejudiced thereby. Each settlement of such Tax Claim shall could be controlled by Parent; provided, that (x) Parent shall keep expected to have an adverse effect on the Representative reasonably informed liability for Taxes of all material developments and events relating to such Tax Claim, and (y) Parent shall not be indemnified under this Agreement the Company with respect to a particular Tax Claim to any taxable period ending after the extent that Parent settles or compromises Closing Date, the Sellers may not settle any such Tax Claim without the prior written consent of the RepresentativePurchaser, which consent shall not be unreasonably withheld or delayed and (iii) the Sellers shall keep the Purchaser informed of material developments relating to such consent Tax Claim. Whether or not the Sellers choose to defend or prosecute any claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof. If the Sellers elect not to be unreasonably withheld, conditioned or delayed. In assume the event defense of any conflict between the provisions of Article 7 and Tax Claim under this Section 4.11(d7.5(c), this Section 4.11(dthen the Purchaser shall have the right (but not the obligation) at its election to assume the defense of such Tax Claim, and defend or prosecute such Tax Claim (including any settlement, or compromise thereof) as the Purchaser shall controldetermine in its sole discretion.

Tax Claims. Parent (a) Each of Buyer and Seller shall deliver a written notice to notify the Representative promptly following any demand, claim, or other within fifteen (15) days of receipt of notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding any Tax Claim with respect to any Taxes or Tax Return of the Company any Purchased Subsidiary. (b) Seller Parent shall control all proceedings and may make all decisions taken in connection with any Tax Claim for which the Indemnitors Combined Taxes or any Combined Tax Return, and Buyer shall have an indemnification obligation pursuant no right to this Agreement (a “Tax Claim”) and shall describe participate in reasonable detail the facts constituting the basis for any such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, ; provided, however, that the failure or delay to so notify the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each Tax Claim shall be controlled by Parent; provided, that (xi) Parent Seller shall keep the Representative Buyer reasonably informed of all material developments and events relating to any such Tax Claim, and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles such development specifically relates to any Purchased Subsidiary and (ii) Seller shall not settle or compromises compromise any such Tax Claim without the Buyer’s prior written consent of the Representative, such consent (which shall not to be unreasonably withheld, conditioned or delayed) if such settlement or compromise would reasonably be expected to result in any liability with respect to Taxes for Buyer or any of its Affiliates. (c) With respect to any Tax Claim not described in Section 6.05(b) relating to a Pre-Closing Tax Period and for which Seller or any of its Affiliates could reasonably be expected to have any liability, Buyer shall have the right to control, at its own expense, all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel). Buyer shall (i) keep Seller reasonably informed of material developments relating to any such Tax Claim and (ii) not settle or compromise any such Tax Claim without Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). (d) In the event of any conflict between the provisions of Article 7 and this Section 4.11(d)6.05 and any other provision of this Agreement, including Section 5.13, this Section 4.11(d) 6.05 shall control.

Tax Claims. Parent shall deliver (i) If any Governmental Entity asserts a written notice to Tax Claim, then the Representative promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant party to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for first receiving notice of such Tax Claim, Claim promptly shall provide written notice thereof to the nature of the relief sought, and the amount of the claimed Losses with respect other party or parties to Taxes, this Agreement; provided, however, that the failure or delay of such party to so notify the Representative give such prompt notice shall not relieve the Indemnitors other party of any claim of indemnification pursuant to its obligations under this AgreementSection 5.8, except to the extent that the Indemnitors are actually, materially other party is prejudiced therebyby such failure (as determined by a court of competent jurisdiction). Each The party to this Agreement first receiving notice of such Tax Claim shall be controlled by Parentpromptly provide written notice thereof to the other parties to this Agreement. (ii) Parent shall conduct and control, or cause the Company (including, after the Closing Date, the Second Merger Surviving Entity) to conduct and control any Tax Claim; provided, however, that (xA) the Stockholder Representative shall (on behalf of the Indemnifying Parties) have the right to participate in (at the expense of the Indemnifying Parties), but not to determine, control or conduct, the defense of such Tax Claim, (B) Parent shall keep provide the Stockholder Representative with a timely and reasonably informed detailed account of all material developments and events relating to each stage of such Tax Claim, and (yand(C) Parent shall not be indemnified under this Agreement consult with respect to a particular the Stockholder Representative before taking any significant action in connection with such Tax Claim to Claim. If Parent or the extent that Parent Company settles or compromises such any Tax Claim without the prior written consent of the Stockholder Representative, such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned, such settlement shall not be determinative of the indemnification obligations of the Indemnifying Parties pursuant to Article VII. In the event of any conflict between the provisions of Article 7 and this Section 4.11(d)5.8(b) and the provisions of Section 7.4, the provisions of this Section 4.11(d5.8(b) shall controlgovern.

Tax Claims. Parent (a) If any Tax Claim or Unclaimed Property Claim shall deliver a written notice to be initiated, which, if successful, might result in an indemnity payment under Article IX, the Representative promptly following any demand, claim, or Indemnified Parties shall notify the Indemnifying Parties within fifteen (15) days of receipt of notice of commencement of such a claim, proposed adjustment, assessment, audit, examination Tax Claim or other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (a “Tax Unclaimed Property Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim; provided that, the nature of the relief sought, and the amount of the claimed Losses with respect failure to Taxes, provided, however, that the failure or delay to so notify the Representative give such notice shall not relieve affect the Indemnitors of any claim of indemnification pursuant to this Agreement, provided hereunder except to the extent that the Indemnitors are actually, materially Indemnifying Parties have been actually prejudiced thereby. Each (to a non-de minimis extent) by such failure or if the Indemnified Parties fail to notify the Indemnifying Parties of such claim in accordance with this Section 6.05 prior to the Survival Expiration Date. (b) With respect to any Tax Claim or any portion thereof relating solely to a Pre-Closing Tax Period, Seller shall be controlled by Parent; provided, that have the right to control all proceedings and may make all decisions taken in connection with such Tax Claim (x) Parent including selection of counsel). Seller shall keep the Representative Buyer reasonably informed of all material developments and events relating to any such Tax Claim, Claim it controls and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises settle any such Tax Claim without the prior written consent of Buyer if such settlement would reasonably be expected to have a non-de minimis adverse effect (taking into account Seller’s indemnification obligations under Article IX) on the RepresentativeBuyer or any of the Group Companies following the Closing. Buyer shall control any Tax Claim that Seller is entitled to, but does not elect in writing within thirty (30) days following receipt of notice of such Tax Claim to, control pursuant to this Section 6.05(b), and Buyer shall keep Seller reasonably informed of material developments relating to such Tax Claim. Buyer shall control, at its own expense but without limitation of Seller’s obligations pursuant to Article IX, all proceedings with respect to any Tax Claim against the Group Companies that is not described in the first sentence of this Section 6.05(b). Notwithstanding anything to the contrary in this Section 6.05(b), Buyer shall not settle or compromise any Tax Claim which would reasonably be expected to result in an indemnity payment under Article IX without Seller’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary in this Section 6.05, the obligations set forth in Section 6.05(a) shall not apply to any Tax Claim involving the Taxes or Tax Returns of any of the Retained Companies, which Seller shall control in its sole discretion. (d) Seller shall control any Unclaimed Property Claim (including, if applicable, the Unclaimed Property Audit) which includes any of the Retained Companies, and Buyer shall control all other Unclaimed Property Claims. In the event of that Buyer controls the Unclaimed Property Audit, and intends to submit a claim for indemnification under Article IX in connection therewith, Buyer shall or shall cause its Affiliates (including the Group Companies) to engage Xxxx Xxxxx LLP and BDO USA LLP to represent the applicable Group Companies. With respect to any conflict between Unclaimed Property Claims that it controls, the provisions of controlling Party shall (i) bear all expenses (without limiting Seller’s indemnification obligations pursuant to Article 7 and this Section 4.11(dIX), (ii) keep the non-controlling Party reasonably informed of material developments with respect to such Unclaimed Property Claims and (iii) not settle any such Unclaimed Property Claim without the prior written consent of the non-controlling Party (not to be unreasonably withheld, conditioned, or delayed); provided, that in cases where Buyer controls any Unclaimed Property Claim, Buyer’s obligations pursuant to this Section 4.11(d) sentence shall controlonly apply to such Unclaimed Property Claims for which Seller is required to indemnify Buyer pursuant to Article IX.

Tax Claims. Parent From and after the Closing, Buyer shall deliver a written notify Seller in writing within three (3) Business Days of receipt by Buyer or any of its Affiliates (including the Acquired Companies) of notice of any pending or threatened federal, state, local or foreign Tax Proceeding that would reasonably be expected to give rise to an indemnity claim under this Agreement; provided, however, that any failure to so notify shall not limit any of the obligations of the Indemnifying Party under Article 7 (except to the Representative promptly following extent such failure materially prejudices the defense of such Tax Proceeding). Seller shall have the right to control any demandTax Proceeding that relates to any Pre-Closing Tax Period and, claimif Seller chooses to control any such Tax Proceeding, or notice Seller shall make all decisions (including selection of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding counsel) with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax ClaimProceeding and may, the nature of the relief soughtin its sole discretion, pursue or forgo any and the amount of the claimed Losses all administrative appeals, proceedings, hearing and conferences with respect to Taxes, any Governmental Body taken in connection thereof; provided, however, that the failure or delay to so notify the Representative Seller shall not relieve the Indemnitors keep Buyer apprised of any claim of indemnification pursuant to this Agreementall material developments, except including settlement offers, with respect to the extent that Tax Proceeding and permit Buyer to participate in the Indemnitors are actually, materially prejudiced thereby. Each defense of the Tax Claim shall be controlled by ParentProceeding at Buyer’s expense; provided, that (x) Parent shall keep further, the Representative reasonably informed of all material developments and events relating to such Tax Claim, and (y) Parent Seller shall not be indemnified under this Agreement consent to the entry of any judgment or enter into any settlement with respect to a particular the Tax Claim to the extent that Parent settles or compromises such Tax Claim Proceeding without the prior written consent of the RepresentativeBuyer, such which consent will not to -15- be unreasonably withheld, conditioned conditioned, or delayed. In the event of any conflict or overlap between the provisions of Article 7 and this Section 4.11(d)8.5 and Section 7.6, the provisions of this Section 4.11(d) 8.5 shall control.

Tax Claims. Parent (a) After the Closing, each of the Buyer and the Sellers’ Representative shall deliver a promptly notify the other party in writing upon receipt (in the case of the Representative, by either the Representative or any Seller) of any written notice to the Representative promptly following of any demandpending or threatened audit or assessment, claim, or notice of commencement of a claimsuit, proposed adjustment, assessmentdeficiency, auditdispute, examination or other administrative or court judicial proceeding with respect or similar claim relating to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to TaxesLosses for which the Sellers could be liable under this Agreement; provided, however, that Buyer’s delay or failure to so notify the Sellers’ Representative shall only relieve the Sellers of their obligations to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. (b) The Buyer will control, without affecting its rights to indemnification under this Agreement, the defense of all Tax Claims; provided, however, that the failure or delay to so notify Sellers’ Representative and its counsel (at the Representative shall Sellers’ Representative’s sole expense) may participate in (but not relieve control the Indemnitors conduct of) the defense of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each such Tax Claim shall be controlled by ParentClaim; provided, further, that (x) Parent shall keep the Representative reasonably informed of all material developments and events Buyer may not settle or compromise any Tax Claim relating to such Tax Claima taxable period that ends on or before the Closing Date or, and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to any taxable period beginning on or before and ending after the extent that Parent settles or compromises Closing Date, the portion of such Tax Claim taxable period ending on and including the Closing Date, without the prior written Sellers’ Representative’s consent, which consent of the Representative, such consent shall not to be unreasonably withheld, conditioned or delayed. In Disputes concerning whether or not consent of the event of any conflict between Sellers’ Representative has been unreasonably withheld, conditioned or delayed will be referred to the provisions of Article 7 and this Independent Accountant pursuant to Section 4.11(d), this Section 4.11(d) shall control7.7 below for resolution.

Tax Claims. Parent From and after the Closing, Buyer shall deliver a written notify Seller in writing within three (3) Business Days of receipt by Buyer or any of its Affiliates (including the Acquired Companies) of notice of any pending or threatened federal, state, local or foreign Tax Proceeding that would reasonably be expected to give rise to an indemnity claim under this Agreement; provided, however, that any failure to so notify shall not limit any of the obligations of the Indemnifying Party under Article 7 (except to the Representative promptly following extent such failure materially prejudices the defense of such Tax Proceeding). Seller shall have the right to control any demandTax Proceeding that relates to any Pre-Closing Tax Period and, claimif Seller chooses to control any such Tax Proceeding, or notice Seller shall make all decisions (including selection of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding counsel) with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax ClaimProceeding and may, the nature of the relief soughtin its sole discretion, pursue or forgo any and the amount of the claimed Losses all administrative appeals, proceedings, hearing and conferences with respect to Taxes, any Governmental Body taken in connection thereof; provided, however, that the failure or delay to so notify the Representative Seller shall not relieve the Indemnitors keep Buyer apprised of any claim of indemnification pursuant to this Agreementall material developments, except including settlement offers, with respect to the extent that Tax Proceeding and permit Buyer to participate in the Indemnitors are actually, materially prejudiced thereby. Each defense of the Tax Claim shall be controlled by ParentProceeding at Buyer’s expense; provided, that (x) Parent shall keep further, the Representative reasonably informed of all material developments and events relating to such Tax Claim, and (y) Parent Seller shall not be indemnified under this Agreement consent to the entry of any judgment or enter into any settlement with respect to a particular the Tax Claim to the extent that Parent settles or compromises such Tax Claim Proceeding without the prior written consent of the RepresentativeBuyer, such which consent will not to be unreasonably withheld, conditioned conditioned, or delayed. In the event of any conflict or overlap between the provisions of Article 7 and this Section 4.11(d)8.5 and Section 7.6, the provisions of this Section 4.11(d) 8.5 shall control.

Tax Claims. Parent (a) The Buyer and the Seller shall deliver a written promptly notify each other in writing upon receipt of any notice to the Representative promptly following of any demand, pending or threatened claim, or audit, notice of commencement of a claimdeficiency, proposed adjustmentexamination, assessment, audit, examination or any other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (collectively a “Tax Claim”) which may affect any Tax Liability for which the other party is liable. (b) The Seller shall have the right to (i) represent the interests of the Purchased Companies in any Tax Claim relating any Pre-Closing Tax Period or Straddle Period and shall describe (ii) employ counsel of the Seller’s choice in reasonable detail the facts constituting the basis for connection therewith; provided, however, that with respect to any such Tax Claim, the nature of the relief sought, Buyer and the amount Purchased Companies shall have the right, directly or through their designated representatives, to review in advance and comment upon all submissions made in the course of the claimed Losses with respect to Taxes, provided, however, that the failure or delay to so notify the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each such Tax Claim shall be controlled by Parent; provided, that (x) Parent shall keep the Representative reasonably informed of all material developments and events relating to otherwise participate in such Tax Claim, and (y) Parent the Seller shall not be indemnified under this Agreement with respect to a particular settle or otherwise dispose of any such Tax Claim to the extent any such settlement would adversely impact any Taxes of the Buyer (or its Affiliates) that Parent settles or compromises such would not be a Pre-Closing Tax Claim without obtaining the prior written consent of the RepresentativeBuyer, such consent which shall not to be unreasonably withheld, conditioned delayed or delayed. In conditioned. (c) For the event avoidance of any conflict between the provisions doubt, control of Article 7 and Tax Claims shall be governed by this Section 4.11(d), this Section 4.11(d) shall control7.3 and not Article IX.

Tax Claims. Parent (a) Without regard to any other Section of this Agreement, if a claim shall deliver be made by any Taxing Authority, which, if successful, might result in an indemnity payment to a written Buyer Indemnified Party (as defined in Section 9.2(b)) the Buyers shall give notice to the Representative promptly following any demand, claim, or notice Sellers in writing of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement such claim (a “"Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, "); provided, however, that the failure or delay to so notify the Representative give such notice shall not relieve affect the Indemnitors of any claim of indemnification pursuant to this Agreement, provided hereunder except to the extent that the Indemnitors are actually, Sellers have been materially prejudiced thereby. Each as a result of such failure. (b) With respect to any Tax Claim shall be controlled by Parent; provided, that (x) Parent shall keep the Representative reasonably informed of all material developments and events relating to a taxable period ending on or prior to the Closing Date, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax ClaimClaim and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and (y) Parent may, in their sole discretion, either pay the Tax claimed and sue for a refund where appxxxable law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, the Sellers shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises such settle any Tax Claim without the prior written consent of the RepresentativeBuyers, such which consent shall not to be unreasonably withheld, conditioned withheld or delayed, if such settlement would bind or set any precedent with respect to the Buyers, any Subsidiary or any of their respective Affiliates in a taxable period ending after the Closing Date. In The Buyers shall control all proceedings with respect to any Tax Claim relating to a taxable period ending after the event of any conflict between the provisions of Article 7 and this Section 4.11(d), this Section 4.11(d) shall controlClosing Date.

Tax Claims. Parent shall deliver a written notice Notwithstanding anything herein to the Representative promptly following contrary, if any demand, claim, Proceeding for or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of which indemnity may be sought against the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement Sellers (a “Tax Claim”) is asserted in writing against the Purchaser, the Purchaser shall notify the Seller Representative of such Tax Claim within fifteen (15) Business Days of receipt thereof, or such earlier time if necessary in order to allow the Seller Representative to timely respond to such Tax Claim and shall describe in reasonable detail give the facts constituting the basis for Seller Representative such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses information with respect to Taxes, thereto as the Seller Representative may reasonably request; provided, however, that the Purchaser’s failure or delay to so notify the Representative give such prompt notice shall not relieve the Indemnitors Sellers of any claim of their indemnification obligations under this Section 7.5(c) except to the extent and only to the extent a Seller is materially prejudiced by such failure or delay. The Sellers may discharge, at any time, their indemnification obligations under this Section 7.5(c) by paying to the Purchaser the amount payable pursuant to this Agreementsuch Tax Claim calculated as of the date of such payment. The Sellers may, except at their own expense, participate in such Tax Claim and, upon notice to Purchaser, jointly control (in the case of Tax Claims with respect to Straddle Periods) or assume (in the case of Tax Claims that relates solely to a taxable period ending on or before the Closing Date) the defense of any such Ta x Claim. If the Sellers assume such defense, the Sellers shall have the sole discretion as to the conduct of such defense; provided that, (i) the Purchaser shall have the right (but not the duty) to observe and comment on the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Sellers, (ii) to the extent that the Indemnitors are actually, materially prejudiced thereby. Each settlement of such Tax Claim shall could be controlled by Parent; provided, that (x) Parent shall keep expected to have an adverse effect on the Representative reasonably informed liability for Taxes of all material developments and events relating to such Tax Claim, and (y) Parent shall not be indemnified under this Agreement the Company with respect to a particular Tax Claim to any taxable period ending after the extent that Parent settles or compromises Closing Date, the Sellers may not settle any such Tax Claim without the prior written consent of the RepresentativePurchaser, which consent shall not be unreasonably withheld or delayed and (iii) the Sellers shall keep the Purchaser informed of material developments relating to such consent Tax Claim. Whether or not the Sellers choose to defend or prosecute any claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof. If the Sellers elect not to be unreasonably withheld, conditioned or delayed. In assume the event defense of any conflict between the provisions of Article 7 and Tax Claim under this Section 4.11(d7.5(c), this Section 4.11(dthen the Purchaser shall have the right (but not the obligation) at its election to assume the defense of such Tax Claim, and defend or prosecute such Tax Claim (including any settlement, or compromise thereof) as the Purchaser shall controldetermine in its sole discretion.

Tax Claims. (a) Parent shall deliver a written promptly notify the Securityholder Representative in writing upon receipt of any notice to the Representative promptly following of any demand, pending or threatened claim, or audit, notice of commencement of a claimdeficiency, proposed adjustmentexamination, assessment, audit, examination or any other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (collectively a “Tax Claim”) and which may affect any Tax Liability for which the Company Stockholders may be liable pursuant to Section 8.2(d). (b) The Securityholder Representative shall describe in reasonable detail have the facts constituting right, but not the basis for such Tax Claimobligation, to (i) represent the nature interests of the relief sought, applicable Company Entity in any Tax Claim relating solely to any Pre‑Closing Tax Period for which the Company Stockholders will be solely liable and the amount (ii) employ counsel of the claimed Losses with respect to Taxes, its choice in connection therewith; provided, however, that with respect to any such Tax Claim, (x) Parent shall have the failure right, directly or delay through its designated representatives, to so notify review in advance and comment upon all submissions made in the Representative shall not relieve the Indemnitors course of any claim of indemnification pursuant to this Agreement, except such Tax Claim and otherwise participate in such Tax Claim and (y) to the extent that the Indemnitors are actuallysettlement of the Tax Claim may adversely impact the Tax Liability of Parent or any of the Company Entities in a Post‑Closing Tax Period, materially prejudiced thereby. Each such Tax Claim shall not be controlled by settled or otherwise disposed of without obtaining the prior written consent of Parent. (c) Parent shall control any Tax Claim in respect of any Straddle Period and any Post‑Closing Tax Period; provided, however, that (x) Parent with respect to any Tax Claim in respect of a Straddle Period, the Securityholder Representative shall keep have the Representative reasonably informed right, directly or through their designated representatives, to review in advance and comment upon all submissions made in the course of all material developments such Tax Claim and events relating to otherwise participate at its own expense in such Tax Claim, and (y) none of Parent or any of its Affiliates shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles settle or compromises otherwise dispose of any such Tax Claim without obtaining the prior written consent of the Securityholder Representative, such consent not . (d) Notwithstanding anything to be unreasonably withheld, conditioned or delayed. In the event of any conflict between the provisions of Article 7 and contrary in this Section 4.11(d)Agreement, this Section 4.11(d) 6.3 shall controlcontrol with respect to any Tax Claim.

Tax Claims. (a) Parent shall deliver a will give reasonably prompt written notice to the Securityholders’ Representative promptly following of the assertion of any demand, claim, or notice of the commencement of a claimany Claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes to: (x) any Tax Return of the Company or any Company Subsidiary that relates solely to one or more taxable periods ending on or prior to the Closing Date; or (y) any Tax liability of any the Company and the Company Subsidiaries for which the Indemnitors have an indemnification obligation pursuant to Indemnifying Persons are partially or wholly responsible under this Agreement (each, a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, ); provided, however, that the failure or delay to so notify will not reduce the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, Indemnifying Persons’ indemnity obligation hereunder except to the extent that the Indemnitors are actually, Securityholders’ Representative’s ability to defend against such matter is actually and materially prejudiced thereby. Each Parent will control any such Tax Claim shall be controlled by Claim; provided that Parent; provided, that : (xA) Parent shall will keep the Securityholders’ Representative reasonably informed concerning the progress of such Tax Claim, including providing copies of all material developments correspondence and events relating other documents relevant to such Tax Claim, and ; (yB) Parent shall not be indemnified under this Agreement will consult with the Securityholders’ Representative upon the Securityholders’ Representative’s reasonable request for such consultation from time to time with respect to a particular Tax Claim to the extent that Parent settles or compromises such Tax Claim Claim; and (C) will not, without the Securityholders’ Representative’s prior written consent of the Representative, such (which consent will not to be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax that could form the basis of a claim for indemnification against the Indemnifying Persons pursuant to this Agreement. In The Securityholders’ Representative will have the event right (but not the duty) to participate in the defense of any conflict between such Tax Claim (which will include participation in meetings with Tax Authorities and review and comment on written submissions to Tax Authorities) and to employ counsel, at the provisions of Article 7 and this Section 4.11(d)Indemnifying Persons’ expense, this Section 4.11(d) shall controlseparate from the counsel employed by Parent.

Tax Claims. Parent (i) Notwithstanding anything in this Agreement to the contrary, after the Closing Date, the Buyer Parties shall deliver a provide written notice to Seller within ten (10) days of the Representative promptly following receipt of any demand, claim, written notice by a Buyer Party or notice any of its Affiliates (including the Company and the Company Subsidiaries) of the assertion of any claim or the commencement of a claim, proposed adjustment, assessment, audit, examination any Audit or other administrative or court proceeding with involving Taxes in respect to Taxes of the Company for which the Indemnitors have an indemnification obligation indemnity may be sought pursuant to this Agreement or for which the Seller may be liable under applicable Laws (collectively, a “Tax Claim”). (ii) and shall describe In the case of a Tax Claim (or any portion thereof) relating to any Pre-Closing Tax Period (other than a Straddle Period), Seller may, upon the written notice to Buyer, assume control of the defense of any such Tax Claim; provided, that if Seller so assumes control, Buyer may participate in reasonable detail the facts constituting the basis for conduct of such Tax Claim at its own expense. If Seller declines to control such Tax Claim, then Buyer shall have the nature right to control the conduct of the relief sought, and the amount such Tax Claim (subject to Seller’s right to participate in such Tax Claim at its sole expense). The Party in control of the claimed Losses with respect to Taxes, provided, however, that the failure or delay to so notify the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each a Tax Claim shall be controlled by Parent; provided, that (x) Parent shall keep not resolve the Representative reasonably informed of all material developments and events relating to such Tax Claim, and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises such Tax Claim without the other Party’s prior written consent of the Representativeconsent, such consent which shall not to be unreasonably withheld, conditioned or delayed. . (iii) In the event of any conflict or overlap between the procedural provisions of this Section 7.5(e) and Section 9.3 relating to a Tax Claim, the provisions of Article 7 and this Section 4.11(d), this Section 4.11(d7.5(e) shall controlcontrol with respect to such Tax Claim.