Common use of Tax Claims Clause in Contracts

Tax Claims. (i) In case of any claim, audit, investigation, court proceeding or other dispute with respect to any Tax matter relating to the Transferred Business or the Assets (a “Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII, the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after written notice of such Tax Claim is received by the indemnified party; provided, however, that the failure to provide timely notice shall not affect the indemnified party’s right to indemnification hereunder except to the extent that the indemnifying party is actually prejudiced thereby. (ii) With respect to any Tax Claim relating to (A) Taxes attributable to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liable, the Seller shall control any resulting proceedings and determine whether and when to settle any such claim, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating to Taxes for any Straddle Period and (B) any Tax Claim which may result in a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle or compromise any such Tax Claim without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) Except as otherwise provided in this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect to any Tax Claim.

Tax Claims. (ia) In case Each of Buyer and Seller shall notify the other within fifteen (15) days of receipt of notice of any claim, audit, investigation, court proceeding or other dispute Tax Claim with respect to any Taxes or Tax matter relating Return of any Purchased Subsidiary. (b) Seller Parent shall control all proceedings and may make all decisions taken in connection with any Tax Claim for Combined Taxes or any Combined Tax Return, and Buyer shall have no right to the Transferred Business or the Assets (a “participate in any such Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII, the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after written notice of such Tax Claim is received by the indemnified party; provided, however, that the failure (i) Seller shall keep Buyer reasonably informed of material developments relating to provide timely notice shall not affect the indemnified party’s right to indemnification hereunder except any such Tax Claim to the extent that the indemnifying party is actually prejudiced thereby. such development specifically relates to any Purchased Subsidiary and (ii) With respect to any Tax Claim relating to (A) Taxes attributable to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liable, the Seller shall control any resulting proceedings and determine whether and when to settle any such claim, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating to Taxes for any Straddle Period and (B) any Tax Claim which may result in a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle or compromise any such Tax Claim without the Buyer’s prior written consent of the Seller, (which consent shall not 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. (ivc) Except as otherwise provided in this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with With respect to any Tax ClaimClaim 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 this Section 6.05 and any other provision of this Agreement, including Section 5.13, this Section 6.05 shall control.

Tax Claims. (ia) In case If an Action for Taxes (including notice of any claim, a pending audit, investigation, court proceeding or other dispute with respect to ) shall be made in writing by any Tax matter relating Authority, which, if successful, could result in an indemnity payment from Sellers pursuant to the Transferred Business Section 8.1(a) or the Assets otherwise affect an item for which Sellers would be entitled to a payment pursuant to Section 8.5 (a “Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII), the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after first receiving written notice of such Tax Claim is received shall notify the other party within fifteen (15) Business Days of the receipt of such a Tax Claim. A failure by the indemnified party; provided, however, that the failure any Party to provide timely proper notice of a Tax Claim shall not affect the indemnified party’s right to relieve such Party from its indemnification hereunder obligations under this Agreement, except to the extent that the indemnifying party other Party is actually and materially prejudiced therebyas a result thereof. (iib) With respect to In the case of any Tax Claim relating that relates solely to (A) Taxes attributable any taxable period that ends on or prior to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liableClosing Date, the Seller shall control any resulting proceedings and determine whether and when to settle any Sellers may assume the defense of such claim, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating by providing written notice to Taxes for any Straddle Period and Buyer within fifteen (B15) any Tax Claim which may result in a liability both for days of the Seller and receipt of the Purchasernotice required under Section 8.4(a). The Seller may participate (Subject to Section 8.4(d), Buyer may, at its own expense) , fully participate in any such proceeding. The Purchaser Tax Claim and the Sellers shall not settle or compromise otherwise dispose of such Tax Claim without obtaining Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers do not assume the defense of any such Tax Claim, Buyer shall defend such Tax Claim (at the expense of Sellers) and shall not settle or otherwise dispose of such Tax Claim without the prior written consent of the SellerSellers, which consent shall not be unreasonably withheld, conditioned or delayed. 55 (c) Except as provided in Section 8.4(b) and Section 8.4(d), Buyer shall control all Tax Claims; provided that (i) Buyer shall keep the Sellers informed regarding the progress and substantive aspects of any issues in such Tax Claim for which the Sellers may have liability pursuant to this Agreement or be entitled to a payment pursuant to Section 8.5, (ii) the Sellers shall be entitled to participate in such Tax Claim with respect to any issues for which the Sellers may have liability pursuant to this Agreement and (iii) Buyer shall not settle or otherwise dispose of any issues in such Tax Claim for which the Sellers may have liability pursuant to this Agreement, without obtaining the Sellers’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (ivd) Except as otherwise provided in Notwithstanding any other provision of this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable Agreement to the Transferred Business and the Assets. (v) This Section 5.06 (and contrary, Buyer shall not Section 8.04(a) and (b)) shall govern with respect be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax ClaimReturn that includes the Sellers or any of their Affiliates.

Tax Claims. (i) In case of If any claim, audit, investigation, court proceeding or other dispute with respect to any Tax matter relating to the Transferred Business or the Assets (Taxing Authority asserts a “Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII, then the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after written Party first receiving notice of such Tax Claim is received by shall provide written notice thereof to the indemnified partyother Party within forty-five (45) days; provided, however, that the failure of such Party to provide timely give such prompt notice shall not affect relieve the indemnified party’s right to indemnification hereunder other Party of any of its obligations under Article VIII, except to the extent that the indemnifying party other Party is materially and actually prejudiced therebyby such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (ii) With Seller shall have the exclusive right to, at its expense, control, (or assume control of) any Tax Claim or other Tax proceeding, in each case to the extent that such Tax Returns, Tax Claims or other Tax proceedings involve Taxes or information related thereto with respect to the Acquired Entity for any Pre-Closing Tax Period. Except with respect to any Tax Claim relating to (A) Taxes attributable to the Excluded Assets for paid or Tax Return filed on a consolidated, combined or unitary basis with Seller or any and all periods or (B) any other Taxes for which the Seller is solely liableof its Affiliates, the Seller shall control any resulting proceedings and determine whether and when to not settle any such claim, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating or other Tax proceeding it controls pursuant to Taxes for any Straddle Period and (Bthis Section 10.7(b)(ii) any Tax Claim which may result in a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle or compromise any such Tax Claim without the prior written consent of the SellerBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. , if such settlement would adversely affect Buyer or any of its Affiliates for taxable periods (ivor the portion of Straddle Periods) Except as otherwise provided in beginning after the Closing Date. Upon the request of Seller, Buyer shall execute any powers of attorney or similar documents that may be required to effectuate the intent of this Section 5.06, 10.7(b)(ii). Seller may elect in writing not to control any Tax Claim that Seller otherwise has the Purchaser shall right to control all proceedings pursuant to this Section 10.7(b)(ii). If Seller makes such election with respect to Tax Claims attributable to the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect to any a Tax Claim, Buyer shall have the right and obligation to conduct, at its own expense, such Tax Claim; provided, that Buyer shall not settle, or permit to be settled, any such Tax Claim for which Seller would have an indemnification obligation pursuant to Section 8.2 without the consent of Seller, which consent shall not be unreasonably withheld.

Tax Claims. (i) In case The Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement of any claim, audit, investigationexamination, court proceeding or other dispute with respect to any Tax matter proposed change or adjustment relating to Taxes of which it or any of its affiliates (including the Transferred Business or Company) has been informed in writing by any taxing authority which may affect the Assets liability of the Indemnifying Party under Section 7.2 (each, a “"TAX CLAIM"). Such notice shall describe the asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII, the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after written . If notice of such a Tax Claim is received not given by the indemnified party; providedIndemnified Party to the Indemnifying Party within a sufficient period of time to allow the Indemnifying Party to effectively contest such Tax Claim, howeveror in reasonable detail to apprise the Indemnifying Party of the nature of the Tax Claim or if the Indemnified Party otherwise fails to follow the requirements of this Section 7.8, that the failure to provide timely notice Indemnifying Party shall not affect be liable to the indemnified party’s right Indemnified Party, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives and the amount of any indemnity payment pursuant to indemnification hereunder except Section 7.2 shall be reduced, to the extent that the indemnifying party Indemnifying Party is harmed or its position is actually prejudiced thereby. (ii) as a result thereof. With respect to any Tax Claim relating to (A) Taxes attributable to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liable, the Seller shall control any resulting proceedings and determine whether and when to settle any such claim, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any than a Tax Claim relating to Taxes a Straddle Year), at the Indemnifying Party's election (to be made not later than 10 business days following the Indemnifying Party's receipt of a notification of a Tax Claim from the Indemnified Party), the Indemnifying Party shall have the sole right to represent the Company's interests in any Tax audit or administrative or court proceeding and to employ counsel of its choice, and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner PROVIDED, the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent (not to be unreasonably withheld or delayed) if such settlement would materially affect the tax liability of the Company for any Straddle Period period commencing after the Closing Date. Subject to the foregoing, the Indemnifying Party may settle any issues and take any other actions in its discretion in connection with such audit or proceedings. The Indemnified Party may participate in such defense through counsel chosen by it, at its own expense. The Indemnified Party shall cooperate fully with the Indemnifying Party (B) including, but not limited to, by granting to the Indemnifying Party a power of attorney reasonably necessary to represent the Company in any such audit or proceeding and by causing the Company, at the Indemnifying Party's reasonable request, to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which the Indemnifying Party controls pursuant hereto), timely make available to the Indemnifying Party all data and other information reasonably requested by the Indemnifying Party in connection with such audit or proceedings, make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim and facilitate the Indemnifying Party's participation in the contest of all Tax Claims. In no case shall the Indemnified Party or any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim which may result in without the Indemnifying Party's prior written consent. With respect to a liability both for the Seller Tax Claim relating to a Straddle Year, Parent and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser Shareholder Parties shall not jointly control all proceedings and neither party shall settle or otherwise compromise any such Tax Claim without the other party's prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayedconsent. (iv) Except as otherwise provided in this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect to any Tax Claim.

Tax Claims. (ia) In case If an Action for Taxes (including notice of any claim, a pending audit, investigation, court proceeding or other dispute with respect to ) shall be made in writing by any Tax matter relating Authority, which, if successful, could result in an indemnity payment from Sellers pursuant to the Transferred Business Section 8.1(a) or the Assets otherwise affect an item for which Sellers would be entitled to a payment pursuant to Section 8.5 (a “Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII), the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after first receiving written notice of such Tax Claim is received shall notify the other party within fifteen (15) Business Days of the receipt of such a Tax Claim. A failure by the indemnified party; provided, however, that the failure any Party to provide timely proper notice of a Tax Claim shall not affect the indemnified party’s right to relieve such Party from its indemnification hereunder obligations under this Agreement, except to the extent that the indemnifying party other Party is actually and materially prejudiced therebyas a result thereof. (iib) With respect to In the case of any Tax Claim relating that relates solely to (A) Taxes attributable any taxable period that ends on or prior to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liableClosing Date, the Seller shall control any resulting proceedings and determine whether and when to settle any Sellers may assume the defense of such claim, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating by providing written notice to Taxes for any Straddle Period and Buyer within fifteen (B15) any Tax Claim which may result in a liability both for days of the Seller and receipt of the Purchasernotice required under Section 8.4(a). The Seller may participate (Subject to Section 8.4(d), Buyer may, at its own expense) , fully participate in any such proceeding. The Purchaser Tax Claim and the Sellers shall not settle or compromise otherwise dispose of such Tax Claim without obtaining Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers do not assume the defense of any such Tax Claim, Buyer shall defend such Tax Claim (at the expense of Sellers) and shall not settle or otherwise dispose of such Tax Claim without the prior written consent of the SellerSellers, which consent shall not be unreasonably withheld, conditioned or delayed. (ivc) Except as otherwise provided in this Section 5.068.4(b) and Section 8.4(d), the Purchaser Buyer shall control all proceedings with respect Tax Claims; provided that (i) Buyer shall keep the Sellers informed regarding the progress and substantive aspects of any issues in such Tax Claim for which the Sellers may have liability pursuant to this Agreement or be entitled to a payment pursuant to Section 8.5, (ii) the Sellers shall be entitled to participate in such Tax Claims attributable to the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern Claim with respect to any issues for which the Sellers may have liability pursuant to this Agreement and (iii) Buyer shall not settle or otherwise dispose of any issues in such Tax ClaimClaim for which the Sellers may have liability pursuant to this Agreement, without obtaining the Sellers’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return that includes the Sellers or any of their Affiliates.

Tax Claims. (ia) In case of If a written claim relating to any claim, Tax audit, investigation, court proceeding Tax litigation or other dispute Tax Proceeding, adjustment, assessment, or examination shall be made with respect to any Acquired Company by any Tax matter relating to Authority whether before or after the Transferred Business or the Assets date of this Agreement (a “Tax Claim”) ), or either Party decides to pursue any voluntary disclosure arrangement or Proceeding or similar administrative process with respect to any Acquired Company, in each case which, if successful, might would be reasonably likely to result in an indemnity payment under to the Seller or Purchaser or any of their respective Affiliates pursuant to Article VIII10, the indemnified party Indemnified Party shall promptly notify the indemnifying other party of such claim Tax Claim no later than ten (10) Business Days from the receipt of such notice by the Indemnified Party or after written the Indemnified Party becomes aware of such claim; provided that the failure or delay to give such notice of or failure to provide the information required under this Section 9.8 shall not relieve the Indemnifying Party from any indemnification obligation hereunder with respect to such Tax Claim is received by the indemnified party; provided, however, that the failure to provide timely notice shall not affect the indemnified party’s right to indemnification hereunder except to the extent that of the indemnifying party is actually prejudiced therebyactual, material prejudice caused. (iib) With respect Following timely notification of a Tax Claim that relates to any Tax Claim relating to (A) Taxes attributable to the Excluded Assets for any and all periods or (B) any other Taxes for which Seller is liable in full hereunder, upon reasonable request, the Purchaser shall permit the Seller is solely liableto participate in such Tax Claim, the Seller shall control any resulting proceedings and determine whether and when to settle any such claimat its own expense, assessment, or dispute. (iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating to Taxes for any Straddle Period and (B) any Tax Claim which may result in a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle or otherwise compromise any such Tax Claim without the prior written consent Consent of the Seller, Seller (which consent shall Consent will not be unreasonably withheld, conditioned or delayed. (iv) Except as otherwise provided in this if such settlement or compromise would give rise to any material indemnification claim pursuant to Section 5.06, the Purchaser shall control all proceedings 10.1 with respect to the Tax Claims attributable to Liabilities of the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect to Acquired Companies for any Tax Claimperiod, or portion thereof.

Tax Claims. (i) In case If the Corporation, the LLC or any of their Affiliates receives notice of any claimTax audit or administrative or judicial proceeding, auditexamination, investigation, court proceeding investigation or other dispute with respect to any Tax matter relating to the Transferred Business demand or the Assets claim by a Taxing Authority (each a “Tax Claim”), in respect of any Pass-Through Tax Return for a Pre-Closing Tax Period or in respect of a Tax Return the resolution of which may require the TRA Party Representative or any Pre-Closing LLC Member to file an amended Tax Return or administrative adjustment request (or state or local equivalent) whichwith respect to a Pre-Closing Tax Period (a “Pre-Closing Tax Claim”), if successful, might result in an indemnity payment under Article VIII, the indemnified then (i) such party shall will notify the indemnifying party TRA Party Representative in writing of any such claim no later than ten (10) Business Days after written notice of such Pre-Closing Tax Claim is received by the indemnified party; providedwithin fifteen (15) days of receipt of written notice, however, that the failure to provide timely notice shall not affect the indemnified party’s right to indemnification hereunder except to the extent that the indemnifying party is actually prejudiced thereby. (ii) With respect to any such party will keep the TRA Party Representative reasonably informed concerning the progress of such Pre-Closing Tax Claim relating to (A) Taxes attributable to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liableClaim, the Seller shall control any resulting proceedings and determine whether and when to settle any such claim, assessment, or dispute. (iii) The Purchaser shall control such party will provide the TRA Party Representative copies of all proceedings correspondence and other documents relevant to such Pre-Closing Tax Claim, (iv) the TRA Party Representative will be entitled to participate, at its own expense, in connection with (A) the defense of any Pre-Closing Tax Claim relating to Taxes for any Straddle Period and (Bv) any such Pre-Closing Tax Claim which may result in a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle be settled, compromised or compromise any such Tax Claim abandoned without the prior written consent of the Seller, which consent shall TRA Party Representative (not to be unreasonably withheld, conditioned or delayed. ); provided, that any failure to give notice pursuant to clause (ivi) Except will not give rise to any liability, except to the extent the TRA Party Representative (or any of their Affiliates) is actually prejudiced as otherwise provided a direct result of such party’s failure to give such notice. In connection with the settlement, compromise or abandonment of any Tax Claim governed by the Partnership Audit Rules in this accordance with the previous sentence, (x) the LLC shall be entitled to (and the Corporation shall be entitled to direct the LLC, its “partnership representative” or its “designated individual,” each as defined in the Code, or any equivalent designee under applicable state or local law, to) make any election under Section 5.066226 of the Code or under Treasury Regulation Section 301.6227-2(c) (or any similar provision in any successor Code section or proposed or final Treasury Regulations or under state, local or non-U.S. Law) (a “6226 Election”) for any taxable year of the LLC that includes any Pre-Closing Tax Period or any Pass-Through Tax Return filed in respect of any such year and (y) except with the TRA Party Representative’s prior written consent, none of the LLC, the Purchaser Corporation or any of their Affiliates shall control all proceedings with respect elect the application of the Partnership Audit Rules to any Tax Claims attributable to Return of the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern LLC or any of its Subsidiaries with respect to any taxable year beginning before January 1, 2018; provided, that, except with the TRA Party Representative’s prior written consent or with respect to a 6226 Election, no Pre-Closing LLC Member shall be required to amend any Tax Returns or file any administrative adjustment request for any Pre-Closing Tax Period in connection with such Tax Claim.

Tax Claims. (ia) In case of If a claim shall be made by any claimtaxing authority, audit, investigation, court proceeding or other dispute with respect to any Tax matter relating to the Transferred Business or the Assets (a “Tax Claim”) which, if successful, might result in an indemnity payment under Article VIIIto the Partnership pursuant to Section 7.4 or 7.5, then the indemnified party Partnership shall notify give notice to the indemnifying party Evercore Founder (on behalf of the Evercore Partners) or the Protego Founder (on behalf of the Protego Partners), as applicable, in writing of such claim no later than ten and of any counterclaim the Partnership proposes to assert (10) Business Days after written notice of such a “Tax Claim is received by the indemnified partyClaim”); provided, however, that the failure to provide timely give such notice shall not affect the indemnified party’s right to indemnification provided hereunder except to the extent that the indemnifying party is actually has been materially prejudiced therebyas a result of such failure. (iib) With respect to any Tax Claim relating to a Pre-Closing Tax Period, the indemnifying party, solely at its own cost and expense, may control all proceedings and may make all decisions taken in connection with such Tax Claim (Aincluding selection of counsel) Taxes attributable to and, without limiting the Excluded Assets for foregoing, may in its sole discretion pursue or forego any and all periods administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or (B) contest the Tax Claim in any other permissible manner; provided, however, that the indemnifying party must first consult, in good faith with the Partnership before taking any action with respect to the conduct of such Tax Claim. Notwithstanding the foregoing, indemnifying party shall not settle such Tax Claim without the prior written consent of the Partnership, which consent shall not be unreasonably withheld, and the Partnership, and counsel of its own choosing, shall have the right to participate fully, at its own expense, 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 for which of the Seller is solely liable, the Seller shall control any resulting proceedings and determine whether and when to settle any such claim, assessmentPartnership Indemnitees, or disputeany of their Affiliates, in a taxable period or portion thereof beginning after the Closing Date. (iiic) The Purchaser Partnership shall control and participate in all proceedings taken in connection with (A) any Tax Claim relating to Taxes of any of the Evercore Entities and any of the Protego Entities for any a Straddle Period and (B) any Tax Claim which may result in a liability both for the Seller and the PurchaserPeriod. The Seller may participate (at its expense) in any such proceeding. The Purchaser Partnership shall not settle or compromise any such Tax Claim without the prior written consent of the Sellerindemnifying party, which consent shall not be unreasonably withheld, conditioned or delayedif applicable. (iv) Except as otherwise provided in this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Transferred Business and the Assets. (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect to any Tax Claim.

Tax Claims. (i) In case of If a claim shall be made by any claim, audit, investigation, court proceeding or other dispute Governmental Entity with respect to any Tax matter relating to the Transferred Business or the Assets (a “Tax Claim”) whichTaxes, which if successful, might result in an indemnity payment under Article VIIIpursuant to Sections 6.6(a) or (b) (a "Tax Claim"), the indemnified party Indemnified Party shall notify promptly, as practicable following the indemnifying party receipt of such claim no later than ten (10) Business Days after Tax Claim, give written notice of such Tax Claim is received by claim to the indemnified partyIndemnifying Party; provided, however, that the failure of the Indemnified Party to provide give timely notice shall not affect only relieve the indemnified party’s right to Indemnifying Party from its indemnification obligations hereunder except to the extent that the indemnifying party it is actually prejudiced thereby. (ii) by such failure. With respect to any Tax Claim relating to (A) Taxes attributable a Tax Period ending prior to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liableClosing Date, the Seller shall control any resulting proceedings and determine whether and when Indemnifying Party shall, upon written notification to settle any such claimthe Indemnified Party, assessment, or dispute. (iii) The Purchaser shall control all proceedings and may make all decisions taken in connection with such Tax Claim (Aincluding selection of counsel) at its own expense; provided, however, that with respect to Tax Claims the resolution of which will be binding on the Indemnified Party in a Post-Closing Tax Period, then the Indemnified Party may also participate in such proceeding at its own expense and the Indemnifying Party may not settle such Tax Claim without the written consent of the Indemnified Party, which shall not be unreasonably withheld. The parties shall jointly control all proceedings taken in connection with any Tax Claim relating to Taxes for any of a Straddle Period Period, and (B) any Tax Claim which may result in neither party shall settle a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle or compromise any such Tax Claim without the prior written consent of the Sellerother party, which consent shall not be unreasonably withheld. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control, conditioned or delayed. (iv) Except as otherwise provided in this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Transferred Business and the Assets. other party shall thereupon be permitted to defend and settle (v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect subject to any Tax Claimreasonable consent rights set forth above) such proceeding.