Common use of Tax Contests Clause in Contracts

Tax Contests. Buyer and Parent shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Contests. Buyer and Parent shall promptly notify Seller agree to cooperate with each other upon receipt by such party to the extent reasonably required after the Effective Date in connection with any Tax Contests relating to any Pre-Closing Tax Period or Straddle Tax Period. Promptly (but no more than twenty (20) days) after Buyer (or any of written its Affiliates) or Seller (or any of its Affiliates) receives notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so , the party receiving the notice shall notify the other party in writing of any the Tax Contest Contest; provided, however, that failure to provide such notice shall not relieve such other party any Party of any liability with respect its obligations pursuant to such Tax Contest this Section 7.9 except to the extent such other party was actually prejudiced as failure materially prejudices such Party. Seller shall control all Tax Contests relating exclusively to Pre-Closing Tax Periods. Additionally, if Seller’s Tax liability could be affected by a result thereof. Parent shallTax Contest relating to a Straddle Tax Period or if Seller could have an indemnification obligation under this Agreement with respect thereto, Seller shall have the right to conduct and control the defense of such Tax Contest at its expense, have and Buyer shall provide Seller with all necessary powers of attorney and other documents and assistance reasonably requested by Seller to allow Seller to effectively conduct and control such defense. Seller shall not be responsible for any Taxes to the right extent attributable to elect any action taken by Buyer with respect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any without Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s prior written consent (which consent shall not to be unreasonably withheld). This Section 7.9(e), conditioned or delayed)rather than Section 9.3, shall govern control of all Third Party Claims that relate to Taxes.

Tax Contests. Buyer and Parent Each Party shall promptly notify each the other upon Party in writing within thirty (30) calendar days of its receipt by such party of written notice of any inquiries, claims, assessments, audits pending or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claim, assessmentthreatened Tax examination, audit or similar event, other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in an indemnification obligation under Section 7.02 or Section 7.03 of such other Party pursuant to this Section 7.04(c). Any failure to so notify If the other party recipient of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct notice of a Tax Contest fails to provide such notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in respect of Property Taxesconnection with such Tax Contest, Buyer shallto the extent, if any, that such failure or delay shall have actually prejudiced the indemnifying Party. If a Tax Contest relates to any Tax period ending on or prior to the Closing Date or to any Taxes for which Seller is liable in full hereunder, Seller shall at its expense, have the right to expense control the conduct defense and settlement of such Tax Contest; provided that if (i) Buyer controls shall be entitled to participate in such Tax ContestContest at its own expense, Buyer and (ii) Seller shall keep Parent Buyer fully informed regarding of any material developments, provide Buyer with copies of all material correspondence, and allow Buyer to observe the progress and substantive aspects conduct of such Tax Contest. If any Tax Contest (through attendance at meetings) at Buyer’s expense, including through Buyer’s own counsel or other professional experts. Buyer shall control the defense and settlement of all other Tax Contests; provided that, in the case of any Tax Contest that could reasonably be expected to have an adverse effect on or increase the Tax result in liability of ParentSeller pursuant to the terms of this Agreement, any (i) Seller or any of their Affiliates, shall be entitled to participate (at its own expense) in such Tax Contest and (ii) Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Tax Contests. Buyer and Parent shall promptly notify each other the Securityholder Representative in writing upon receipt by such party Parent, the Company or any of written its Subsidiaries of notice in writing of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claim, assessment, audit or similar event, other administrative proceeding or inquiry or judicial proceeding involving Taxes that could give rise to a claim for indemnification under Section 9.2 or could reasonably be expected to impact the determination of a Pre-Closing Tax Refund (a “Tax Contest”). Any ; provided, that the failure of the notified party to so notify the give any other party of any Tax Contest notice as provided herein shall not relieve such other party of any liability with respect to such Tax Contest its indemnification obligations under Article IX except to the extent that such other party was is actually and materially prejudiced as a result thereofthereby. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, shall have the right to control the and conduct of such Tax Contest; provided that if Buyer controls any such Tax Contest, Buyer provided that (i) Parent shall keep the Securityholder Representative reasonably informed of all material developments on a timely basis, (ii) Parent informed regarding shall provide to the progress and substantive aspects Securityholder Representative copies of any written material correspondence received from the Tax authority related to such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle (iii) Securityholder Representative may participate in any such Tax Contest without obtaining Parent’s prior written contest with representation of its choice at the Company Securityholders’ expense and (iv) except with the consent of the Securityholder Representative (which such consent shall not to be unreasonably withheld, conditioned or delayed), no settlement of any such Tax Contest shall be determinative of the amount of Losses relating to such matter for purposes of this Agreement. In the event of any conflict or overlap between the provisions of this Section 8.2 and Section 9.6, the provisions of this Section 8.2 shall control.

Tax Contests. Buyer and Parent Following the Closing, Acquiror shall promptly notify each other upon receipt by such party of written provide the Securityholder Representative with prompt notice of any inquirieswritten inquiries by any taxing authority relating to any audit, claims, assessments, audits litigation or similar events regarding Taxes other proceeding in connection with respect to Taxes and Tax Returns of the Business Company and its Subsidiaries pursuant to which the Acquiror could be entitled to an indemnity payment pursuant to Article VIII or Purchased Assets any dispute relating to any Tax refund to which may adversely affect the other party Securityholders are entitled under this Agreement (any such inquiry, claim, assessment, audit or similar eventeach, a “Seller Tax Contest”)) within ten (10) business days of the receipt of such inquiries. Any failure to so notify The Acquiror shall keep the other party Securityholder Representative reasonably informed of the details and status of any Seller Tax Contest and shall not relieve such other party of provide it with reasonable access to the documents and correspondence prepared in connection therewith, and will provide that the Securityholder Representative may participate, through representatives reasonably acceptable to the Acquiror, in any liability proceedings related to a Seller Tax Contest. The Acquiror shall give due regard to any comments that the Securityholder Representative has with respect to such any Seller Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent and shall not settle or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, compromise any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s the prior written consent of the Securityholder Representative (which such consent shall not to be unreasonably withheld, conditioned or delayed), unless the Acquiror irrevocably waives its right to indemnification with respect to such Seller Tax Contest.

Tax Contests. Buyer and Parent the Company shall promptly notify each other upon give written notice to Seller Representative within ten (10) Business Days of its receipt (or the receipt by such party any of their respective Affiliates or Subsidiaries) of any written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claimaudit, assessment, audit adjustment, investigation or similar event, other proceeding to the extent relating to Taxes of the Company or any of its Subsidiaries for which any Buyer Indemnified Person is entitled to indemnification under this Agreement (a “Tax Contest”). Any ; provided, that failure to so notify timely provide such notice shall not affect the other party right to indemnification of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest Buyer Indemnified Person except to the extent such other party was actually prejudiced as a result thereoffailure materially prejudices Seller Representative’s ability to defend the Tax Contest. Parent shall, at its expense, have If the right to elect to control the conduct of any Tax Contest relates in respect of Property whole or in part to Taxes for which any Buyer Indemnified Person may adversely affect Parent or any Seller. If Parent does not elect be entitled to control the conduct of a Tax Contest in respect of Property Taxesindemnification hereunder, Buyer shall, at its expense, shall have the right to control the conduct and disposition of the portion of such Tax Contest; provided that if Contest relating to Taxes for which the Buyer controls such Tax ContestIndemnified Person would be entitled to indemnification hereunder and to employ counsel of its choice in connection therewith. The Seller Representative shall have the right to participate in, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parentbut not control, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayeda “Post-Closing Related Contest”). The parties each agree to consult with and to keep the other parties hereto reasonably informed on a regular basis regarding the status of any Tax Contest to the extent that such Tax Contest could materially affect a liability of such other parties (including indemnity obligations hereunder).

Tax Contests. Buyer Buyer, Parent and Parent shall promptly notify Seller agree to cooperate with each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business extent reasonably required after the Closing Date in connection with any audits and other proceedings (including Tax contests) relating to any Straddle Tax Period or Pre-Closing Tax Period of the Purchased Assets which may adversely affect the other party Subsidiary conducted by a Governmental Authority (any such inquiry, claim, assessment, audit or similar eventeach, a “Tax Contest”). Any failure to so notify Promptly (but no more than 20 days) after Buyer, the other party Purchased Subsidiary or any of their respective Affiliates receives notice of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding notify Seller in writing of the progress and substantive aspects of such Tax Contest. If Seller’s Tax liability could be affected by the Tax Contest or if Seller could have an indemnification obligation under this Agreement with respect thereto, Seller shall have the right to conduct and control the defense of the Tax Contest at its expense, and Buyer and the Purchased Subsidiary shall provide Seller with all necessary powers of attorney and other necessary documents and assistance to allow Seller to effectively conduct and control such defense. Seller shall not be responsible for any Taxes to the extent attributable to any action taken by Buyer or, after the Closing, the Purchased Subsidiary with respect to any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining ParentSeller’s prior written consent (which consent shall not to be unreasonably withheld). This Section 8.05, conditioned or delayed)rather than Section 11.03, shall govern the control of all Third Party Claims that relate to Taxes of the Purchased Subsidiary.

Tax Contests. Buyer (i) The Purchaser, on the one hand, and Parent the Seller, on the other hand, shall promptly notify each other upon receipt by such party Party of written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to Taxes relating to taxable period ending on or before the Business or Purchased Assets Closing Date Pre-Closing Tax Period for which the Seller may adversely affect the other party be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Seller Tax ContestMatter”). (ii) The Seller shall have sole control of the conduct of all Seller Tax Matters. Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability The Purchaser may participate at its own expense with respect to such any Seller Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any SellerMatter. If Parent the Purchaser does not elect to control participate in such Seller Tax Matter, the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer Seller shall keep Parent the Purchaser informed regarding of all developments on a timely basis and the progress and substantive aspects of Seller shall not resolve such Seller Tax Contest. If any Tax Contest Matter in a manner that could reasonably be expected to have an a material adverse effect on or increase any Indemnified Purchaser Entity without the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining ParentPurchaser’s prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall not settle or compromise any Tax Claim with respect to Straddle Period without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (iii) In the event of any conflict or overlap between the provisions of this Section 6.03(g) and Article 9, the provisions of this Section 6.03(g) shall govern.

Tax Contests. Buyer and Parent shall Buyer, on behalf of the Acquired Companies, will promptly notify each other the Sellers’ Representative in writing upon receipt by such party Buyer or any Acquired Company of written notice of any inquiriesTax audits, claims, assessments, audits examinations or similar events regarding Taxes with respect assessments relating to the Business any Acquired Company that pertain to a Pre-Closing Tax Period or Purchased Assets which may adversely affect the other party Straddle Period or that could give rise to indemnification under Article 7 (any such inquiry, claim, assessment, audit or similar eventeach, a “Tax Contest”). Any failure to so notify The Sellers’ Representative will control the other party portion of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except that relates to any Pre-Closing Tax Period if the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have resolution of the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on Sellers or increase their beneficial owners, and Buyer will control with respect to any other Tax Contest. The Sellers’ Representative will keep Buyer reasonably informed of the progress of any Tax liability of ParentContest that the Sellers’ Representative is entitled to control under this Section 5.7.2, any Seller or any of their Affiliates, Buyer shall and the Sellers’ Representative will not abandon, compromise or settle any such Tax Contest without obtaining ParentBuyer’s prior written consent (which consent shall will not be unreasonably withheld, conditioned or delayed)) to the extent such settlement would have an adverse effect on Buyer. Buyer will keep the Sellers’ Representative reasonably informed of the progress of any Tax Contest that Buyer is entitled to control under this Section 5.7.2, and Buyer will not settle such Tax Contest without the Sellers’ Representative’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) to the extent such settlement would have an adverse effect on Sellers. To the extent there is any inconsistency between the provisions of this Section 5.7.2 and Section 7.3, the provisions of this Section 5.7.2 shall control with respect to Tax Contests.

Tax Contests. Buyer (a) Seller and Parent Purchaser shall promptly notify each provide notice within fifteen (15) Business Days to the other upon receipt by such party of written notice of any inquiries, claims, assessments, audits pending or similar events regarding threatened Contest of which it becomes aware related to Taxes with respect for any period for which it is indemnified by the other Party hereunder. Such notice shall contain factual information (to the Business or Purchased Assets which may adversely affect the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other party (documents it has received from any Taxing Authority in respect of any such inquiry, claim, assessment, audit or similar event, matters. If a “Party hereto has knowledge of an asserted Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to a matter for which it is to be indemnified under Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax Contest except to liability, then (i) if the extent such other party was actually prejudiced indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result thereof. Parent shallof the failure to give prompt notice, at its expense, the indemnifying Party shall have no obligation to indemnify the right to elect to control the conduct of indemnified Party for any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct arising out of such asserted Tax Contest; provided liability, and (ii) if the indemnifying Party is not precluded from contesting such asserted Tax liability in any forum, but such failure to give prompt notice results in a monetary detriment to the indemnifying Party, then any amount that if Buyer controls such Tax Contest, Buyer the indemnifying Party is otherwise required to pay the indemnified Party pursuant to Section 7.6 hereof shall keep Parent informed regarding be reduced by the progress and substantive aspects amount of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)detriment.

Tax Contests. (A) If, following the Closing Date, Buyer and Parent shall promptly notify each other upon receipt by such party of receives from any Taxing Authority written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes Tax Contest with respect to which Atmel or the Business Selling Subsidiaries may have any liability for Atmel’s Taxes or Purchased Assets which may adversely affect give rise to a breach of any of the other party (any representations and warranties listed in Section 16.1(a), Buyer shall promptly provide a copy of such inquirynotice to Atmel; provided, claim, assessment, audit or similar event, a “Tax Contest”). Any that Buyer’s failure to so notify the other party promptly provide a copy of any Tax Contest such notice to Atmel shall not relieve such other party of any liability with respect to such Tax Contest Atmel from its obligations under Section 16.3(b) except to the extent such other party was that Atmel is actually prejudiced as by such failure or the written notice relates to a result thereof. Parent shallbreach of a representation and warranty and the notice is not received by Indemnitor prior to the expiration of the applicable statute of limitations. (B) Atmel shall have the right, but not the obligation, at its Atmel’s expense, have the right to elect control, manage and be responsible for, and to control the conduct of contest or settle, any Tax Contest in respect of Property connection with such notice, to the extent that such notice relates to Atmel’s Taxes or matters which may adversely affect Parent or give rise to a breach of any Sellerof the representations and warranties listed in Section 16.1(a). If Parent does not elect to control the conduct of a Buyer may participate in such Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer Atmel shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s prior written the consent (of Buyer, which consent shall will not be unreasonably withheld, conditioned withheld or delayed). Atmel shall keep Buyer informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Taxing Authority related to such Tax Contests.

Tax Contests. Buyer Buyer, the Company, the Company Subsidiaries and Parent shall each of their respective Affiliates, on the one hand, and Sellers and their Affiliates, on the other hand, will promptly notify each other upon receipt by such party Party of written notice of any inquiriesTax audits, claimsexaminations, assessments, audits assessments or similar events regarding Taxes with respect other Proceedings that pertain to the Business a Pre-Closing Tax Period or Purchased Assets which may adversely affect the other party Straddle Period or that could give rise to indemnification under Article 7 (any such inquiry, claim, assessment, audit or similar eventeach, a “Tax Contest”). Any failure to so notify the other party Party of any Tax Contest shall not relieve such other party Party of any liability with respect to such Tax Contest except to the extent such other party Party was actually prejudiced as a result thereof. Parent shall, at its expense, Sellers shall have the right to elect to sole control of the conduct of all Tax Contests pertaining to a Pre-Closing Tax Period, provided, however, that Sellers shall keep Buyer reasonably informed of the progress of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle affect any such Tax Contest settlement or compromise without obtaining ParentBuyer’s prior written consent (thereto, which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall have the sole control of the conduct of all other Tax Contests, provided, however, that Buyer shall keep Sellers reasonably informed of the progress of any Tax Contest with respect to which any Seller is liable and shall not affect any such settlement or compromise with respect to which any Seller is liable without obtaining such Seller’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. To the extent there is any inconsistency between the provisions of this Section 5.5.2 and Section 7.3, the provisions of this Section 5.5.2 shall control with respect to Tax Contests.

Tax Contests. Buyer Buyer, the Company and Parent shall promptly notify Seller agree to give prompt written notice to each other upon receipt by of any proposed adjustment to Taxes of the Company for which an indemnity claim may be made under Section 9.2 or Section 9.3 of this Agreement, provided, however, that no delay on the part of a party to this Agreement to provide such notice shall relieve any party from any obligation hereunder unless (and then solely to the extent) such party of written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”)thereby is prejudiced. Any failure to so notify the other party of any Tax Contest The Seller shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such any Tax audit or proceeding of the Company for a Pre-Closing Tax Period (a “Seller’s Tax Contest; provided ”) so long as (i) the Seller notifies the Buyer, on behalf of the Seller, that if the indemnification provisions of this Agreement will apply to any Damages the Buyer controls Indemnified Party may suffer resulting from, arising out of or relating to such Seller’s Tax Contest, (ii) the Seller conducts the defense of the Seller’s Tax Contest actively and diligently at its own cost, (iii) the Seller keeps Buyer shall keep Parent informed regarding the progress and substantive aspects of such any Seller’s Tax Contest upon written request for information relating to the Seller’s Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase , and (iv) the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Seller’s Tax Contest without obtaining ParentBuyer’s prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed).