Common use of Tax Contests Clause in Contracts

Tax Contests. (i) Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates shall have the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (a) Each of Seller and Buyer shall provide notice to the other of any claim or potential claim for Taxes for which it may seek indemnification pursuant to Section 8.06. Such notice shall contain factual information (to the extent known) describing the asserted Tax claim in reasonable detail and shall be accompanied by copies of any notice and other documents received from the Taxing Authority in respect of such Taxes. The party seeking indemnification shall provide such notice within 15 Business Days of the earlier to occur of (i) Buyer or Sellerits receipt of a written communication from the Taxing Authority and (ii) personal contact between an agent of the Taxing Authority and an employee of such party who is responsible for Taxes, as in each case with respect to such Taxes. If the case may be, shall notify party seeking indemnification fails to give the other Party party notice within 20 Business Days after receipt such period, then (x) if the indemnifying party is precluded from contesting the asserted Tax Liability in any forum as a result of such failure, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax Liability, and (y) if the indemnifying party is not precluded from contesting such asserted Tax Liability in any forum, but such failure results in a monetary detriment to the indemnifying party, then any amount that the indemnifying party is otherwise required to pay the indemnified party pursuant to Section 8.06 hereof shall be reduced by the amount of such Party detriment. (b) Seller or any of its Affiliates of designee shall have the right, upon written notice to Buyer within 30 days after delivery by Buyer to Seller of the notice described in Section 8.05(a), to control the conduct, including settlement or other disposition thereof, of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination Contest relating to a Tax matter to the extent such Contest is in connection with any Taxes for which such other Party or its Affiliates Seller may be responsible under this Agreement (“Tax Matters”). (ii) Seller liable pursuant to Section 8.01 hereof and to employ counsel of its Affiliates choice at its expense in such Contest. Buyer shall have the right right, at Buyer’s own expense, to control, contest, resolve and defend against consult with Seller regarding any Tax Matters relating in whole or in part to Contest that might affect a taxable period that begins after the Closing Date (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided thator, in the case of a Tax Matter Straddle Period, the portion of such Straddle Period that begins after the Closing Date). (c) Buyer shall have the right to control the conduct of any Contest not described in Section 8.05(b). Seller shall have the right, at Seller’s own expense, to consult with Buyer regarding any Contest that might affect a taxable period that ends on or before the Closing Date (A) and not or, in (B) the case of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closinga Straddle Period, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than portion of such Straddle Period that ends on the Closing Date). Buyer may settle or otherwise dispose of any such liability resulting from Contest only with the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned. (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer If, subsequent to the Closing, the Purchaser or Seller, as the case may be, shall notify the other a Related Purchaser Party within 20 Business Days after receipt by such Party or any of its Affiliates of written receives notice of any pending federalinquiries, stateclaims, local assessments, audits or foreign Tax audit or examination or notice similar events with respect to any Seller Taxes (other than Taxes of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement the Partnership) (a “Tax MattersContest”). (ii) Seller , then promptly after receipt of such notice, the Purchaser shall inform the Sellers of such notice; provided, however, that failure to comply with this provision shall not affect the Purchaser’s right to indemnification hereunder except if, and its Affiliates only to the extent that, as a result of such failure, the Sellers were actually prejudiced. The Sellers shall have the right to control, contest, resolve control the conduct and defend against resolution of (1) any Tax Matters Contest relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in Subject Entities’ and the case of a Seller’s Income Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected liabilities attributable solely to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and (2) any other Tax Contest that relates solely to Seller Taxes; provided, however, that the Sellers shall notify the Purchaser in writing and keep the Purchaser apprised of the status of same. The Purchaser shall have the right to participate in any Tax Contest controlled by the Sellers at its own expense. The Sellers shall not permit its Affiliates to, concede, settle or compromise any Tax Contest (other than Tax Contests relating to the Subject Entities’ or the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(iiPeriod) without the prior written consent of Buyer (the Purchaser, which consent shall not be unreasonably withhelddelayed, conditioned or delayed). (iii) Buyer withheld. The Purchaser shall control the conduct and resolution of all other Tax Contests that relate to a Pre-Closing Tax Period; provided, however, that the Purchaser shall notify the Sellers in writing and keep the Sellers apprised of the status of same. The Sellers shall have the right to control all participate in any such Tax Matters of any Acquired Company or Related Consolidated Entity not Contest that related to a Pre-Closing Tax Period controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding Purchaser at their own expense. To the progress of extent such Tax Matter and shall notContest relates to Seller Taxes, and the Purchaser shall not permit its Affiliates to, concede, settle or compromise such any Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) Contest without the prior written consent of Seller (the Sellers, which consent shall not be unreasonably withhelddelayed, conditioned or delayed)withheld. (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer or SellerIDB Buyer, as the case may beat its own expense, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates shall have the right to controlcontrol and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (each such audit or proceeding, a "Tax Matters Contest") relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller shall keep Buyer reasonably informed regarding the progress of its intent to control such Tax Contest within 15 days of receiving notice of such Tax Matter Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates (including the Seller Retained Subsidiaries). With respect to any Tax Contest controlled by IDB Buyer pursuant to this Section 5.7(d) that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates in a Post-Closing Tax Period, IDB Buyer shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). , compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (iv) In including the event of any conflict between Article VII and this Section 5.11(fSeller Retained Subsidiaries), this the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by Seller and (b) without the prior written consent of IDB Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of the Seller Indemnified Parties pursuant to Section 5.11(f5.7(h) shall controland (ii) IDB Buyer has acknowledged in writing that any Taxes payable to Seller or its Affiliates in connection with such Tax Contest will result in indemnification of the Seller Indemnified Parties to the extent such Taxes otherwise would give rise to an indemnification payment pursuant to Section 5.7(h).

Tax Contests. (i) Buyer or SellerIDB Buyer, as the case may beat its own expense, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates shall have the right to controlcontrol and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (each such audit or proceeding, a “Tax Matters Contest”) relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller shall keep Buyer reasonably informed regarding the progress of its intent to control such Tax Contest within 15 days of receiving notice of such Tax Matter Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates (including the Seller Retained Subsidiaries). With respect to any Tax Contest controlled by IDB Buyer pursuant to this Section 5.7(d) that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates in a Post-Closing Tax Period, IDB Buyer shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). , compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (iv) In including the event of any conflict between Article VII and this Section 5.11(fSeller Retained Subsidiaries), this the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by Seller and (b) without the prior written consent of IDB Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of the Seller Indemnified Parties pursuant to Section 5.11(f5.7(h) shall controland (ii) IDB Buyer has acknowledged in writing that any Taxes payable to Seller or its Affiliates in connection with such Tax Contest will result in indemnification of the Seller Indemnified Parties to the extent such Taxes otherwise would give rise to an indemnification payment pursuant to Section 5.7(h).

Tax Contests. (i) Buyer or SellerThe Purchaser, as the case may beCompany and their Subsidiaries, on the one hand, and the Sellers’ Representative, on the other hand, shall notify the other Party within 20 Business Days in writing promptly after receipt by such Party or any of its Affiliates of written notice (but in no event more than ten (10) days after) acquiring knowledge of any pending federalinquiry, stateclaim, local audit, assessment, proceeding or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating similar event with respect to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates shall have the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period Straddle Period, or that otherwise may affect the Sellers’ liability for Taxes, with respect to the Company and its Subsidiaries (any such inquiry, claim, audit, assessment, proceeding 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 that such failure shall have prejudiced the defense of such matter. The Sellers’ Representative shall have the right, Seller upon written notice addressed and delivered to the Purchaser, to control the conduct of any Tax Contest relating to (a) a Tax period ending on or before the Closing Date, and (b) the pre-Closing portion of a U.S. federal income Tax Straddle Period of the Company or any Subsidiary of the Company to the extent, in either case, such Tax Contest could affect the allocations of income to the Sellers, or could affect the Sellers’ liability for Taxes under this Agreement; provided, however, that (i) the Sellers’ Representative shall provide the Purchaser the opportunity to participate in the defense of such Tax Contest at the Purchaser’s expense, with counsel of the Purchaser’s choice at the Purchaser’s expense, (ii) the Sellers’ Representative shall keep Buyer the Purchaser reasonably informed regarding of the progress of such Tax Matter and Seller shall notContest, and (iii) the Sellers’ Representative shall not permit its Affiliates to, concede, settle or compromise a such Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) Contest without the Purchaser’s prior consent of Buyer (written consent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). delayed and (iiiiv) Buyer in the case of any Tax Contest relating to income Taxes for a Straddle Period, (x) the Sellers’ Representative’s control rights shall be limited to those matters affecting the portion of such Straddle Period ending on and including the Closing Date (but, for the avoidance of doubt, excluding any extraordinary items allocated entirely to Purchaser or its Affiliates pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder) and (y) Purchaser may direct, in its sole discretion, any Subsidiary of the Company to make an election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. With respect to all other Tax Contests, or if the Sellers’ Representative has not elected to control the conduct of a Tax Contest described in the prior sentence within thirty (30) days after receipt of notice thereof, the Purchaser shall have the right to control all Tax Matters the conduct of any Acquired Company Tax Contest, including any settlement or Related Consolidated Entity not controlled by Seller pursuant compromise thereof; provided, however, that (i) the Purchaser shall provide the Sellers’ Representative the opportunity to Section 5.11(f)(ii); provided that, participate in the case defense of a such Tax Matter that may give rise to a claim for indemnification under this AgreementContest at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), Buyer with counsel of the Sellers’ Representative’s choice at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), (ii) the Purchaser shall keep Seller the Sellers’ Representative reasonably informed regarding of the progress of such Tax Matter Contest and shall not, and (iii) the Purchaser shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) Contest without the Sellers’ Representative’s prior consent of Seller (written consent, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). delayed and provided further that the Sellers’ Representative shall consent (ivor be deemed to consent) to the making of any election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, 2018. To the extent that a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company is an Affiliate of the Purchaser, the Purchaser shall cause such partnership representative to cooperate in implementing the provisions of this Section 10.03, including the Sellers’ Representative’s rights under this Section 10.03 with respect to any Tax Contest with respect to a U.S. federal income Tax Straddle Period. In the event case of any conflict between Article VII and Tax Contest that is also a Third-Party Claim, the procedures set forth in this Section 5.11(f)10.03, this and not those set forth in Section 5.11(f) 8.04 or Section 8.05, shall controlgovern the conduct of such Tax Contest. Notwithstanding anything herein to the contrary, any Tax Contest relating to or involving NewCo or any of NewCo’s direct or indirect owners shall be solely controlled by NewCo or NewCo’s direct or indirect owners, as applicable, and the Purchaser shall have no rights hereunder with respect to any such Tax Contest.

Tax Contests. (i) Buyer or Seller, as Lufkin shall inform the case may be, shall notify Sellers of the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice commencement of any pending federalaudit, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement proceeding (“Tax MattersContest”). (ii) Seller and its Affiliates shall have the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible Lufkin may be entitled to indemnity from the Sellers hereunder. With respect to any Tax Contest for which: (i) the Sellers acknowledge in writing that the Sellers are liable under this Agreement or Article 8 for all Losses relating thereto and (Bii) Taxes Lufkin reasonably believes that the Sellers will indemnify Lufkin for all such Losses, the Sellers shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Claim with counsel satisfactory to Lufkin; provided, however, that (x) the Sellers shall promptly notify Lufkin in writing of any member of the Seller Group; provided thatits intention to control such Tax Contest, (y) in the case of a Tax Matter described Contest relating to Taxes of the Company for a Tax period beginning before and ending after the Effective Date, the Sellers and Lufkin shall jointly control all proceedings taken in connection with any such Tax Contest and (Az) and not in (B) of this sentence which if any Tax Matter Contest could reasonably be reasonably expected to materially and adversely affect Buyer’s have an adverse effect on Lufkin, the Company, or its Affiliates’ (including any of their Affiliates in any Tax period beginning after the ClosingEffective Date, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and Contest shall not permit its Affiliates tobe settled or resolved without Lufkin’s consent, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed). (iii) Buyer shall have . Notwithstanding the right foregoing, if notice is given to control all Tax Matters the Sellers of the commencement of any Acquired Tax Contest and the Sellers do not, within ten (10) Business Days after Lufkin’s notice is given, give notice to Lufkin of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligations hereunder of the Sellers), the Sellers shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Lufkin. The failure of Lufkin to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the Sellers’ obligations with respect thereto except to the extent that the Sellers can demonstrate actual loss and prejudice as a result of such failure. Lufkin and the Company or Related Consolidated Entity not controlled shall use their reasonable efforts to provide the Sellers with such assistance as may be reasonably requested by Seller pursuant to Section 5.11(f)(ii); provided that, the Sellers in the case of connection with a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding Contest controlled solely or jointly by the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Sellers. (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates shall have the sole right to control, contest, resolve settle and defend against otherwise dispose of any (i) Tax Matters Contest relating in whole or in part to (A) any Taxes of the consolidated, combined or unitary Tax group that includes Seller or any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or Affiliate of Seller, on the one hand, and the Company, on the other hand, and (Bii) Taxes of any member other Tax Contests relating to Tax matters of the Seller GroupCompany in respect of a Pre-Closing Tax Period (other than a Straddle Period); provided that, that in the case of a any Tax Matter Contest described in clause (Aii) and not in clause (Bi) of this sentence which Tax Matter could that would be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated EntitiesCompany) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period)Taxes, Seller shall (A) provide Buyer with reasonable access to copies of all material correspondence, notices and other written materials received from the applicable Taxing Authority and shall otherwise keep Buyer reasonably informed regarding the progress of significant developments in such Tax Matter Contest (provided that such access or information does not result in the loss or waiver of the attorney-client privilege, attorney work product privilege or other relevant legal privilege) and Seller shall give good-faith consideration to reasonable comments that Buyer timely delivers in writing to Seller, and (B) not, and shall not permit its Affiliates to, concede, settle or otherwise compromise a such Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). . For any other Tax Contests relating to Tax matters of the Company, Buyer shall have the sole right to control, settle and otherwise dispose of such Tax Contest; provided that in the case of any such Tax Contest that would be reasonably expected to result in an Indemnified Tax (iiiand only to the extent thereof), (A) Buyer Seller shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, participate in the case defense of a such Tax Matter that may give rise to a claim for indemnification under this AgreementContest at Seller’s own expense, and (B) Buyer shall (1) provide Seller with copies of all material correspondence, notices and other written materials received from the applicable Taxing Authority and shall otherwise keep Seller reasonably informed regarding the progress of significant developments in such Tax Matter Contest, (2) give serious and shall good-faith consideration to reasonable comments that Seller timely delivers in writing to Buyer, and (3) not, and shall not permit its Affiliates to, concede, settle or otherwise compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) Contest without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer or Seller, as the case may be, shall notify Seller within ten (10) business days of a Tax Proceeding for a Pre-Closing Tax Period with respect to a Transferred Company, provided that the failure to so notify Seller shall not affect Seller’s indemnification obligation under Section 7.08(c) except to the extent of any material prejudice actually incurred by Seller. (ii) With respect to any Tax Proceeding relating to (A) a Pre-Closing Tax Period with respect to a Transferred Company, the Transferred Assets or the Business (other Party within 20 Business Days after receipt by than a Straddle Period or a Tax Proceeding with respect to any Transfer Taxes or VAT, but including any Tax Proceeding with respect to any VAT for which Seller is responsible pursuant to Section 2.06(e)) or (B) a consolidated Tax Return of which Seller or any of its subsidiaries (other than a Transferred Company) is the common parent, Seller may choose in its sole discretion (at its expense) to control all Tax Proceedings and may make all decisions taken in connection with such Party Tax Proceeding (including selection of counsel), 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 applicable Tax liability and xxx for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Buyer or any of its Affiliates of written notice of any pending federal(including the Transferred Companies) after the Closing Date, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (iix) Seller shall provide Buyer with a timely and its Affiliates shall have the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes reasonably detailed account of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress each phase of such Tax Matter Proceeding and shall consult with Buyer before taking any significant action in connection with such Tax Proceeding and (y) Seller shall notnot settle, and shall not permit its Affiliates to, concede, settle compromise or compromise a abandon any such Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) Proceeding without obtaining the prior written consent of Buyer (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed). (iii) With respect to any Tax Proceeding relating to a Straddle Period with respect to a Transferred Company, the Transferred Assets or the Business, Buyer shall have the right may choose in its sole discretion (at its expense) to control all Tax Matters Proceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any Acquired Company and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and xxx for a refund or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); contest the Tax at issue in such Tax Proceeding, provided that, to the extent such Tax Proceeding or the resolution or settlement thereof could have an impact on Seller or any of its Affiliates with respect to the Pre-Closing Tax Period resulting in the case an increase of a Tax Matter that may give rise Seller’s liability for Taxes pursuant to a claim for indemnification under this Agreement, (x) Buyer shall keep provide Seller with a timely and reasonably informed regarding the progress detailed account of each phase of such Tax Matter Proceeding and shall not, consult with Seller before taking any significant action in connection with such Tax Proceeding and (y) Buyer shall not permit its Affiliates tosettle, concede, settle compromise or compromise abandon any such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) Proceeding without obtaining the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed). (iv) In Except as otherwise provided in Section 7.08(d)(ii) and Section 7.08(d)(iii), Buyer shall exclusively control all Tax Proceedings with respect to the event Transferred Companies or otherwise relating to the Transferred Assets or the Business. Notwithstanding anything in Section 7.08(d)(ii) to the contrary, Buyer shall have the exclusive right to control any Tax Proceeding described in Section 7.08(d)(i) if Seller fails to, or notifies Buyer in writing that Seller elects not to, defend such Tax Proceeding. (v) Buyer, the Transferred Companies and each of their respective Affiliates, on the one hand, and Seller and its respective Affiliates, on the other hand, shall cooperate in contesting any Tax Proceeding, which cooperation shall include the retention and, upon request, the provision to the requesting party of records and information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any conflict between Article VII material provided hereunder or to testify at proceedings relating to such Tax Proceeding. Buyer and Seller shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.11(f7.08(d), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer or Seller, as the case may be, The Parent shall promptly notify the Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Partnership Holders in respect of Taxes pursuant to Section 12.2 upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Partnership Holders of their indemnification obligations under Section 12.2, except as to the extent that the Partnership Holders are prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Party within 20 Business Days after receipt Tax proceedings relating to Tax items and issues for which the Partnership Holders are required to indemnify Parent under Section 12.2 or relating to any Income Tax Return filed by the Partnership or General Partner in respect of any Pre-Closing Period (each, a “Tax Contest”), unless such Party Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its Affiliates other than the Partnership Parties or that also involves Tax items or issues of written notice of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any pending federalevent, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates the Parent shall have the right to controlparticipate in, contestand consult with the Holder Representative regarding, resolve and defend against any Tax Matters relating Contest described in whole this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or in part to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (A) whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any Acquired Company taxable period or Related Consolidated Entity for which Seller is responsible under this Agreement portion thereof ending after the Closing Date, may only be settled or (B) Taxes of any member disposed with the written consent of the Seller Group; provided thatParent, in which consent will not be unreasonably withheld, conditioned or delayed. In cases where the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s Contest is jointly controlled, neither party may settle or its Affiliates’ (including concede, either administratively or after the Closingcommencement of litigation, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from Tax Contest without the reduction or elimination of a net operating loss, capital loss or tax credit written consent of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period)other party, Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer . In no event shall have the right Parent be entitled to control all Tax Matters of any Acquired Company settle or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle either administratively or compromise after the commencement of litigation, any Tax Contest unless (i) the Holder Representative consents (in writing) to such Tax Matter (settlement or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (concession, which consent shall will not be unreasonably withheld, conditioned or delayed). delayed or (ivii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of any a conflict between Article VII and the provisions of this Section 5.11(f)8.4 and Article XII, the provisions of this Section 5.11(f) 8.4 shall control.

Tax Contests. Each of Patriot/Wyndham and Interstate shall promptly notify the other party in writing of any proposed adjustment (and shall provide all relevant correspondence with respect to a proposed adjustment) to a Tax Return that could result in a liability to the other party under this Agreement; provided that the failure of a party to give notice as provided in this Section 11.6 shall not relieve any other party of its obligations hereunder, except to the extent that such other party is actually prejudiced by such failure to give notice. Patriot/Wyndham shall have control of all audits and tax contests (i) Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party that it is required to indemnify under Section 11.2 or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates relating to a member of the Interstate Group or the operations of the Interstate Business for any taxable period ending on or prior to the Distribution Date; provided that (x) Interstate shall have the right to control, contest, resolve participate at its own expense in any such proceedings and defend against any Tax Matters relating in whole (y) no such tax contest that could affect the taxable income or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member loss of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including Interstate Group for periods after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller Distribution shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) be settled without the prior written consent of Buyer (Interstate, which consent shall not be unreasonably withheld, conditioned withheld or delayed). (iii) Buyer . Patriot/Wyndham and Interstate shall have jointly control any audit or tax contest relating to Taxes of a member of the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii)Interstate Group for a Straddle Period; provided thatthat all major decisions shall be made by Patriot/Wyndham, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer but no such contest shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) be settled without the prior written consent of Seller (Interstate, which consent shall not be unreasonably withheld, conditioned withheld or delayed). No Tax contest for a taxable period (or portion thereof) ending on or prior to the Distribution Date shall be settled without the prior written consent of Patriot/Wyndham, which consent shall not be unreasonably withheld or delayed. (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (a) After the Closing, Buyer shall promptly notify Seller in writing of the commencement of any Tax Contest. Such notice shall contain factual information (to the extent known to Buyer, the Companies or any Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability; provided, however, that any delay or failure to give such prompt notification shall not affect Seller’s obligation to provide indemnification pursuant to Section 10.1(a) with respect to such Tax Contest except and only to the extent that Seller forfeits rights or defenses as a result of such failure. (b) In the case of any Tax Contest that relates to (i) Buyer a taxable period ending on or before, or that includes, the Closing Date, (ii) any matter which could increase Seller’s liability for Taxes (including Taxes which Seller is required to pay pursuant to Section 10.1(a) of this Agreement) or (iii) any matter that could otherwise adversely affect Seller, Seller shall have the right, upon written notice to Buyer, to participate in or, with respect to any taxable period (or portion thereof (determined in accordance with Section 10.1(b)), ending on or before the Closing Date, assume the defense of and control the conduct of such Tax Contest or, in the case of a portion of a taxable period, the portion of such Tax Contest that relates to such portion (but only to the extent that the relevant governmental or judicial party conducting such Tax Contest permits such portion of such Tax Contest to be controlled by Seller at the same time as the case portion of such Tax Contest that relates to the remainder of such taxable period is controlled by Buyer). If Seller does not assume the defense of any such Tax Contest or portion thereof, Buyer may bedefend the same in such manner as it may deem appropriate, shall notify the other Party within 20 Business Days including settling such Tax Contest or portion of such Tax Contest (subject, however, to Section 10.5(c) if such settlement would adversely affect Seller) after receipt by such Party or any of its Affiliates of giving ten (10) days’ prior written notice to Seller setting forth the terms and conditions of any pending federal, state, local or foreign settlement. In the event of a Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination Contest that involves issues relating to Taxes a potential adjustment for which Seller has the right to control the conduct of such other Party or Tax Contest that also involves separate issues relating to a potential adjustment for which Seller does not have the right to control the conduct of such Tax Contest, Buyer shall have the right, at its Affiliates may be responsible under this Agreement (“expense, to control the Tax Matters”)Contest but only with respect to the latter issues. (iic) Neither Buyer nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for such year or a subsequent or prior year without first obtaining the written consent of the other party, which consent may not be unreasonably withheld or delayed. (d) Notwithstanding any other provision in this Agreement to the contrary, Seller and its Affiliates shall exclusively control the conduct of any notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or judicial proceeding, suit, dispute or other claim involving any Consolidated Tax Return, and Seller and its Affiliates shall have sole discretion in administering any such claims including the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any settle such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed)claims. (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) If any Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written Indemnitee receives notice of any pending federalaudit, statereview, local examination, assessment, or foreign Tax audit any other administrative or examination judicial Proceeding with the purpose or notice effect of deficiency re-determining Taxes of or other adjustment, assessment with respect to the Company (including any administrative or redetermination relating to Taxes judicial review of any claim for refund) for which such other Party or its Affiliates the Seller Parties may be responsible under required to provide indemnification pursuant to this Agreement (a “Tax MattersContest”), then Buyer must promptly notify the Seller Parties thereof in writing (“Tax Contest Notice”). Failure to provide such notice will not affect the right of any Buyer Indemnitee to indemnification pursuant to this Agreement, except to the extent the Seller Parties are materially prejudiced by such failure. (ii) The Seller Parties, at their sole cost and its Affiliates expense, shall have the right to control, contest, resolve control and defend against the conduct of any Tax Matters relating in whole or in part to Contest covering solely any Tax period ending before the Closing Date (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a “Pre-Closing Tax Period)Contest”) with counsel (including, for the avoidance of doubt, accountants) of their choice; provided, that as a condition to such right to control, within fifteen (15) days after receipt of any Tax Contest Notice, the Seller Parties must notify Buyer in writing that the Seller Parties desire to control and defend such Pre-Closing Tax Contest; provided further, that (A) the Seller Parties shall keep Buyer reasonably informed regarding the progress and substantive aspects of such the Pre-Closing Tax Matter and Seller shall notContest, and shall (B) in the case of any Pre-Closing Tax Contest that could affect the Taxes or other interests of Buyer or the Company for taxable periods (or portions thereof) after the Closing Date (I) Buyer may participate (and retain separate co-counsel at its own cost and expense to participate) in the defense of the Pre-Closing Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with the Pre-Closing Tax Contest and the right to attend any conferences relating thereto, and (II) the Seller Parties will not permit its Affiliates to, concede, settle or compromise a consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Pre-Closing Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). (iii) Buyer shall have the right to control all and defend any Tax Matters Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Seller Parties have not exercised their right to control and defend such Pre-Closing Tax Contest in the time and manner set forth in Section 7.15(d)(ii) (an “Other Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, that, with respect to any Acquired Company or Related Consolidated Entity not controlled by Tax items in the Other Tax Contest for which the resulting Tax liability the Seller Parties would be required to provide indemnification pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, (A) Buyer shall keep the Seller Parties reasonably informed regarding the progress and substantive aspects of such Tax Matter items in the Other Tax Contest, (B) the Seller Parties may participate (and shall notretain separate co-counsel at its sole cost and expense to participate) in the defense of such Tax items in the Other Tax Contest, including, to the extent the circumstances allow, having an opportunity to review and comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and the right to attend and participate in any conferences relating thereto, and shall (C) Buyer will not permit its Affiliates to, concede, settle or compromise consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) items in the Other Tax Contest without the prior written consent of the Seller Parties (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer or Seller, as Each of the case may be, Purchaser and the Seller shall promptly notify the other Party in writing within 20 Business Days after receipt by such Party or any five business days of its Affiliates of written receiving notice of any pending federalor threatened audit, stateassessment, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating proceeding with respect to Taxes of the Company or any Subsidiary for which the Purchaser may be entitled to claim indemnification from the Seller hereunder ("Tax Contest"); provided that the failure of one party to timely notify the other party of any such Tax Contest pursuant to this sentence shall not affect the indemnity right or obligation of either party, so long as such failure does not materially prejudice such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) party. Upon giving written notice to the Purchaser, the Seller and its Affiliates shall have the right to control, contest, resolve and defend against shall represent the interests of the Company and its Subsidiaries and control the conduct and disposition of any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity Contest for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), ; provided that the Seller shall keep Buyer reasonably informed regarding the progress not dispose of any such Tax Matter and Seller shall notContest in a manner that would purport to bind or would affect the Tax liability or Tax attributes of the Purchaser, and shall not permit its Affiliates to, concede, settle the Company or compromise a Tax Matter any Subsidiary for Taxable periods (or portion portions thereof) controlled by Seller under this Section 5.11(f)(ii) ending after the Closing Date without the prior written consent of Buyer (the Purchaser, which consent shall not be unreasonably withheld. The Seller shall, conditioned or delayed). (iii) Buyer shall have at the Purchaser's expense, afford the Purchaser and its Tax advisors a reasonable opportunity to keep informed as to the conduct and status of such Tax Contest and to consult with the Seller and its Tax advisors, including, without limitation, the right to attend conferences with taxing authorities and to submit pertinent material to the Seller in support of the Purchaser's position. The Purchaser shall control all any Tax Matters Contest for a Straddle Period or for any the Pre-Closing Tax Period which the Seller does not assume control of any Acquired Company or Related Consolidated Entity not controlled within a reasonable period of time by notice as described above, and the Purchaser shall, at the Seller's expense, afford the Seller pursuant and its Tax advisors a reasonable opportunity to Section 5.11(f)(ii); provided that, in keep informed as to the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress conduct and status of such Tax Matter Contest and shall notto consult with the Purchaser and its Tax advisors, including, without limitation, the right to attend conferences with taxing authorities and to submit pertinent material to the Purchaser in support of the Seller's position. The Seller and the Purchaser agree, at their own expense to cooperate fully, and shall not permit cause their Affiliates to cooperate fully, with the other party and its Affiliates to, concede, settle or compromise representatives in connection with such Tax Matter (or portion thereof) controlled Contest, including timely furnishing all work papers and other documents requested by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)any relevant taxing authority and making relevant employees and officers reasonably available in connection with such Tax Contest. (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. If a notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (ia "Tax Contest") shall be delivered, sent, commenced, or initiated to or against ECG by any Taxing authority with respect to Taxes that results in or may result in a Loss for which indemnification may be claimed from Seller under this Agreement, Buyer or Sellershall promptly notify Seller in writing of such Tax Contest. Except with respect to any Straddle Period, as Seller shall have the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any sole right to represent ECG's interests and to employ counsel of its Affiliates of written notice of choice at its expense with respect to any pending federalsuch Tax Contest and Buyer shall not be responsible for any legal fees, state, local or foreign Tax audit or examination or notice of deficiency costs or other adjustment, assessment or redetermination expenses relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”). (ii) Seller and its Affiliates Contest but shall have the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which consult with Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Groupduring such proceedings at its own expense; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected that prior to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress assuming control of such Tax Matter and Contest Seller acknowledge in writing its liability for the Taxes subject to the Tax Contest. Seller shall notnot accept any proposed adjustment or enter into any settlement or agreement in compromise or otherwise dispose of any such Tax Contest in a manner that would purport to bind or would affect the tax liability or tax attributes of ECG, and shall not permit its Affiliates to, concede, settle the Business or compromise a Tax Matter (the Contributed Assets for taxable periods or portion thereof) controlled by Seller under this Section 5.11(f)(ii) portions thereof ending after the Effective Date without the prior written consent of Buyer (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have . In the event that Seller does not take control of a Tax Contest which it has the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled hereunder, as reasonably requested by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this AgreementSeller, Buyer shall keep Seller reasonably informed regarding as to the progress of any such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Contest. (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. The Purchaser will: (ia) Buyer give prompt notice to the Seller of any federal income tax adjustment proposed in writing pursuant to any tax audit or Seller, as other proceeding with respect to the case may be, shall notify the other Party within 20 Business Days after receipt by such Party Purchaser or any of its Affiliates of written notice that could give rise to a claim under Section 7.1 or with respect to the breach of any pending federalrepresentation contained in Section 2.10; (b) upon the Seller's reasonable request, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other Party discuss with the Seller and the Seller's counsel the position that the Purchaser or its Affiliates may be responsible under this Agreement Affiliate intends to take regarding such proposed adjustment; (“Tax Matters”). (iic) afford the Seller and its Affiliates shall have counsel reasonable opportunity to participate in any IRS conference, other administrative proceeding or judicial proceeding regarding such proposed adjustment, including the right to controlattend conferences or submit pertinent material in support of the Seller's position. Subject to the preceding sentence, contest, resolve the Purchaser will control the forum and defend against any Tax Matters relating in whole or in part to (A) Taxes contest of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member challenge by the IRS to the claimed benefit of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter Election or that could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may otherwise give rise to a claim for indemnification under this AgreementSection 7 arising in connection with the audit of a federal income tax return or report filed by the Purchaser or its Affiliates. The Seller will control the contest of all other Tax matters relating to the Seller or its Affiliates; however, Buyer shall keep the Seller will (i) promptly provide the Purchaser with copies of all correspondence and other written communication and notice of other communication to or from the IRS with respect to any of the Transactions, the Reinsured Policies, the Replacement Policies issued with respect to the Reinsured Policies, and the Additional Replacement Policies issued with respect to the Excluded Policies; (ii) not settle any Tax matter described in clause (i) above in a manner which purports to bind the Purchaser or adversely affects the Purchaser or its policyholders without the Purchaser's written consent, which consent will not be unreasonably withheld; and (iii) consult with the Purchaser with respect to such Tax matters. The Purchaser or the Seller will appeal any adverse IRS determination arising in a contest subject to its control to a court of competent jurisdiction, only if a law firm reasonably informed regarding acceptable to the progress Seller (or the Purchaser, as the case may be) renders an opinion that the Purchaser (or the Seller, as the case may be) would have a reasonable likelihood of success if such determination were appealed. Such contest will continue only so long as reasonable out-of-pocket expenses of such Tax Matter contest (including reasonable legal, accounting and shall actuarial costs, fees and expenses) have been paid by the party requesting such appeal within 20 Business Days of a written request therefor by the Purchaser. The Purchaser will not settle any dispute with respect to any issue described in clause (a) of this Section 7.5.4 absent express written consent by the Seller, which will not be unreasonably withheld; provided, however, that if the Seller breaches its obligations with respect to reporting or fails to pay the out-of-pocket expenses of the contest and appeal of the matter when due, the Purchaser will be entitled to settle the dispute in its judgment without the Seller's consent. So long as amounts are held in the Claims Escrow Account, the Purchaser will not, and shall will not permit any of its Affiliates to, concederequest relief from the IRS with respect to any alleged failure of any Reinsured Life Policy or Reinsured Annuity Policy to meet the requirements for any tax treatment under the Code (for example, settle relief pursuant to Section 7702(f)(8) of the Code, Treas. Reg. 1.817-5(a)(2) or compromise such Tax Matter (any comparable provision of law, regulation, rulings or portion thereof) controlled by Buyer under this Section 5.11(f)(iiiIRS procedures presently or subsequently adopted) without the prior express written consent of Seller (the Seller, which consent shall will not be unreasonably withheld. In connection with any such request, conditioned and any administrative or delayed). (iv) In judicial proceedings with respect thereto, the event of any conflict between Article VII and Seller will be afforded the rights granted to it pursuant to this Section 5.11(f7.5.4 with respect to a proposed adjustment arising in connection with the audit of a federal income tax return or report filed by the Seller or its Affiliates, including the right to consent to any settlement that could give rise to the claim for indemnification under this Agreement (which consent will not be unreasonably withheld), this Section 5.11(f) shall controlsubject to the conditions described above.

Tax Contests. (ia) Buyer or Seller, as the case may be, shall promptly notify the other Party within 20 Business Days after Seller upon receipt by such Party Buyer or any of its Affiliates (including the Transferred Entities after the Closing) of any notice of any pending or threatened Tax Contest relating to the Transferred Assets, the Assumed Liabilities, the Business, the Transferred Equity Interests or the Transferred Entities (an “Applicable Tax Contest”) that could give rise to a liability for which Seller is responsible under section 9.1(a) of this Agreement; provided, however, that no failure or delay by Buyer to provide notice of an Applicable Tax Contest shall reduce or otherwise affect the indemnification obligations of Seller hereunder except to the extent Seller is materially prejudiced thereby. Seller shall promptly notify Buyer upon receipt by Seller or any of its Affiliates of written any notice of any pending federalor threatened Applicable Tax Contest that could give rise to Taxes of or with respect to the Transferred Entities, statethe Transferred Assets or the Business; provided, local however, that no failure or foreign Tax audit or examination or delay by Seller to provide notice of deficiency an Applicable Tax Contest shall reduce or other adjustment, assessment or redetermination relating otherwise affect the indemnification obligations of Buyer hereunder except to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”)the extent Buyer is materially prejudiced thereby. (iii) Seller and its Affiliates shall have the right to control, contest, resolve control the conduct and defend against any Tax Matters relating in whole or in part to settlement of (A) all Applicable Tax Contests with respect to the Transferred Assets that relate exclusively to income Taxes of any Acquired Company Seller or Related Consolidated Entity for which Seller is responsible under this Agreement or its Affiliates (other than the Transferred Entities) and (B) Taxes of any member all Applicable Tax Contests with respect to Transferred Assets or of the Transferred Entities, in each case, relating exclusively to a Pre-Closing Tax Period or with respect to a Tax Return described in clause (a) of the definition of Seller-Signed Tax Returns, a Straddle Period Tax Return filed by Seller Group; provided thator a Transfer Tax Return filed by Seller and (ii) Buyer shall have the right to control the conduct and settlement of all other Applicable Tax Contests. Each party that controls the conduct of an Applicable Tax Contest pursuant to clause (i)(B) or clause (ii) of this Section 9.9(b) shall, in the case of any issue that would materially affect the Tax obligations of such other party, keep the other party informed of the status of, and any developments in, such Applicable Tax Contest and consult with the other party as to the resolution of such issue, (x) give to the other party a copy of any Tax Matter described adjustment proposed in writing with respect to such Applicable Tax Contest and copies of any other written correspondence with the relevant Taxing Authority relating to such Applicable Tax Contest, (Ay) and not in enter into (Bor agree to enter into) any compromise or settlement of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Applicable Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) Contest without the prior written consent of Buyer such other party (which consent shall not be unreasonably withheld, conditioned or delayed). ) and (iiiz) Buyer shall have otherwise permit the right other party to control participate in all aspects of such Tax Matters of any Acquired Company audit, examination or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii)proceeding, at such other party’s own expense; provided thatthat clauses (x), (y) and (z) shall not apply in the case of any Applicable Tax Contest relating to a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding Return described in clause (a) of the progress definition of such Seller-Signed Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Returns. (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.

Tax Contests. (i) Buyer or Seller, as the case may be, KeyStone shall notify the other Party within 20 Business Days after receipt by such Party or any give reasonable notice to Sellers of its Affiliates receipt of any written notice of any pending federalaudit, stateassessment, local or foreign Tax audit or examination or notice of deficiency adjustment, investigation or other adjustment, assessment or redetermination proceeding (i) to the extent relating to Taxes of the Companies for which such other Party or its Affiliates may be responsible any Buyer Indemnified Person is entitled to indemnification under this Agreement (“Tax Matters”). or (ii) relating to any partnership income Tax Return of the Companies that is a Seller and its Affiliates Return (a “Tax Contest”); provided, however, that failure to timely provide such notice shall have not affect the right to controlindemnification of any Buyer Indemnified Person except to the extent such failure actually prejudices Sellers’ ability to defend the Tax Contest. In the case of a Tax Contest with respect to a Seller Return, contest, resolve Sellers shall control such Tax Contest at its expense and defend against any employ at its expense counsel of its choice in connection therewith. If the Tax Matters relating Contest relates in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity a Straddle Return for which Seller is responsible under this Agreement or (B) Taxes of any member of Buyer Indemnified Person may be entitled to indemnification hereunder, then Sellers shall have the Seller Group; provided that, in right to control the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress portion of such Tax Matter and Seller shall notContest relating solely to Taxes for which the Buyer Indemnified Person would be entitled to indemnification hereunder, at its expense, and to employ at its expense counsel of its choice in connection therewith. KeyStone shall not permit its Affiliates have the right to, concedeat its expense, settle or compromise a participate in, but not control, any such Tax Matter Contest that Sellers control pursuant to this Section 9.1(f). Sellers shall contest any Tax Contest (or portion thereof) controlled by Seller under this Section 5.11(f)(iifor which the Buyer Indemnified Person would be entitled to indemnification hereunder in good faith and shall not settle such Tax Contest (or such portion of such Tax Contest) without the prior written consent of Buyer (which consent shall may not be unreasonably withheld, conditioned or delayed). (iii) Buyer shall have . The Parties each agree to consult with and to keep the right to control all Tax Matters other Parties reasonably informed on a regular basis regarding the status of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant Tax Contest to Section 5.11(f)(ii); provided that, in the case of extent that such Tax Contest could materially affect a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress liability of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter other Parties (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (iv) In the event of any conflict between Article VII and this Section 5.11(f), this Section 5.11(f) shall control.including indemnity obligations

Tax Contests. (ia) Buyer or SellerIf a claim for Taxes (including notice of a pending audit) is made by any Tax Authority in writing (a “Tax Contest”), as the case may bewhich, if successful, might result in an indemnity payment pursuant to Section 9.3, Holdco shall notify Oxford in writing of the other Party Tax Contest within 20 ten (10) Business Days after of the receipt by of such Party or any of its Affiliates of written Tax Contest; provided, however, that failure to provide such notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating shall only reduce Oxford’s liability to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (“Tax Matters”)the extent that Oxford is actually materially prejudiced as a result thereof. (iib) Seller and its Affiliates Oxford shall have the sole right to control, contest, resolve and defend against any Tax Matters relating Contests to the extent they relate to Taxes for which Oxford is obligated to indemnify the Cambridge Indemnified Parties pursuant to Section 9.3; provided, however, that Holdco may participate in whole or any such Tax Contests at their own expense, including the right to attend any meeting and participate in part any communications with the relevant Tax Authority, to (A) the extent such Tax Contest relates to Taxes of any Acquired a Purchased Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller GroupTarget Company Subsidiary; provided thatprovided, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closingfurther, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Matter and Seller that Oxford shall not, and shall not permit its Affiliates any other Person to, concede, settle or compromise a Tax Matter Contest (or portion thereof) controlled by Seller under this Section 5.11(f)(ii) to the extent such concession, settlement or compromise could reasonably be expected to affect adversely Cambridge or their Affiliates, including any increase in the Taxes of any Purchased Company or Target Company Subsidiary for any Post-Closing Tax Period, without the prior written consent of Buyer (Holdco, which consent shall not be unreasonably withheld, conditioned or delayed). ; provided, further, that if Oxford fails to assume control of the conduct of any such Tax Contest within thirty (iii30) Buyer days following the receipt by Oxford of notice of such Tax Contest, Holdco may notify Oxford in writing that it has failed to assume control of such Tax Contest, and if Oxford does not assume control of such Tax Contest within five (5) Business Days after such notice, Holdco shall have the right to assume control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter Contest and shall notbe empowered to settle, and shall not permit its Affiliates to, concede, settle or compromise and/or concede such Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without Contest upon the prior written consent of Seller (Oxford, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed); provided, further, that Oxford may participate in any Tax Contests described in the preceding clause at its own expense, including the right to attend any meeting and participate in any communications with the relevant Tax Authority, to the extent such Tax Contest relates to Taxes of a Purchased Company or Target Company Subsidiary. (ivc) In The Cambridge Indemnified Parties shall have the event sole right to control, contest, resolve and defend against all Tax Contests of any conflict between Article VII and this Purchased Company or Target Company Subsidiary that are not governed by Section 5.11(f)9.6(b) , this Section 5.11(fother than, for the avoidance of doubt, Tax Contests of a consolidated or combined group of which Oxford or any of its Affiliates (other than a Target Company) shall controlis the common parent.

Tax Contests. (i) Buyer or SellerAfter the Closing, as Bxxxx will promptly notify Seller in writing upon the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of written notice commencement of any pending federalTax audit, statesuit, local action or foreign Tax audit or examination or notice of deficiency or other adjustmentproceeding (each, assessment or redetermination relating to Taxes for which such other Party or its Affiliates may be responsible under this Agreement (a “Tax MattersContest”). (ii) involving one or more of the Companies, with respect to a tax period closing on or before the Closing Date or a Straddle Period. Seller and its Affiliates shall will have the right to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of control the Seller Group; provided that, in the case defense of a Tax Matter described in (A) and not in (B) of this sentence Contest for a tax period closing on or before the Closing Date, which Tax Matter could be reasonably expected control will include, subject to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closingimmediately following sentence, the Acquired Companies right to settle, compromise or concede such Tax Contest and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination right to employ counsel of a net operating lossits choice at its expense, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period)provided, however, that Seller shall will keep Buyer reasonably informed regarding apprised of developments relating to such Tax Contest, will provide Buyer with copies of all correspondence from any Taxing Authority relating to such Tax Contest, and will conduct the progress defense of such Tax Matter Contest diligently and in good faith. Seller shall notwill not settle, and shall not permit its Affiliates to, concede, settle compromise or compromise concede a Tax Matter (Contest to the extent it would adversely affect the Tax liability of Buyer or portion thereof) controlled by Seller under this Section 5.11(f)(ii) any of the Companies for any tax period beginning after the Closing Date without the prior consent of Buyer (Buyer, which consent shall will not be unreasonably withheld, conditioned or delayed). (iii) . Buyer shall will have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case defense of a Tax Matter Contest for a Straddle Period, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its expense, provided, however, that may give rise to a claim for indemnification under this Agreement, Buyer shall will keep Seller reasonably informed regarding apprised of developments relating to such Tax Contest, will provide Seller with copies of all correspondence from any Taxing Authority relating to such Tax Contest, and will conduct the progress defense of such Tax Matter Contest diligently and shall notin good faith. Bxxxx will not settle, and shall not permit its Affiliates to, concede, settle compromise or compromise concede such a Tax Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) Contest without the prior consent of Seller (Seller, which consent shall will not be unreasonably withheld, conditioned or delayed). (iv) In . Seller will have the event right to participate in the defense of any conflict between Article VII such Tax Contest and this Section 5.11(f), this Section 5.11(f) shall controlto employ counsel of its choice at its expense.

Tax Contests. (ia) Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any of its Affiliates of deliver a written notice of to Sellers in writing promptly following any pending federaldemand, stateClaim, local or foreign Tax audit or examination or notice of deficiency commencement of a Claim, proposed adjustment, assessment, audit, examination or other adjustmentProceeding, assessment or redetermination relating in each case, with respect to Taxes of the Company for which such other Party or its Affiliates Sellers may be responsible under this Agreement liable (“Tax MattersContest”) and shall describe in reasonable detail (to the extent known by Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed losses (including Taxes), if any (the “Tax Claim Notice”); provided, however, that the failure or delay to so notify Sellers shall not relieve Sellers of any obligation or liability that Sellers may have to Buyer, except to the extent that Sellers are adversely prejudiced thereby. (iib) Seller and its Affiliates shall have the right With respect to control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Contests for Taxes of any Acquired the Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the Seller Group; provided that, in the case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such liability resulting from the reduction or elimination of a net operating loss, capital loss or tax credit of the Acquired Companies or the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding Sellers may elect to assume and control the progress defense of such Tax Matter Contest by written notice to Buyer within thirty (30) days after delivery by Buyer to Sellers of the Tax Claim Notice. If Sellers elects to assume and Seller control the defense of such Tax Contest, Seller: (i) shall notbear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and shall not permit its Affiliates toconferences with any Taxing Authority, concede(B) either pay the Tax claimed or xxx for refund where applicable Law permits such refund suit or (C) contest, settle or compromise a the Tax Matter Contest in any permissible manner; provided, however, that Sellers shall not settle or compromise (or portion thereoftake other actions described herein with respect to) controlled by Seller under this Section 5.11(f)(ii) any Tax Contest without the prior written consent of Buyer (which such consent shall not to be unreasonably withheld, conditioned or delayed) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Sellers elects to assume the defense of any Tax Contest, Sellers shall: (x) keep Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Buyer of any related correspondence); (y) consult with Buyer in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at its expense, to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Tax Contest). (iiic) In connection with any Tax Contest that relates to Taxes of the Company for a Pre-Closing Tax Period that Sellers do not timely elect to control pursuant to Section ‎7.7(b), such Tax Contest shall be controlled by Buyer (and Sellers shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section ‎7.7(c) and Sellers agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section ‎7.7(c)), and controlled by Buyer, Buyer shall: (x) keep Sellers informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Sellers of any related correspondence and shall provide Sellers with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Sellers in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Sellers shall reasonably request, and, at their own cost and expense, Sellers shall have the right to control all participate in (but not control) the defense of such Tax Matters Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (d) In connection with any Tax Contest for Taxes of the Company for any Acquired Company or Related Consolidated Entity not Straddle Period, such Tax Contest shall be controlled by Seller pursuant to Section 5.11(f)(ii)Buyer; provided provided, however, that, in to the case of a Tax Matter that may give rise to a claim extent Sellers would be liable for indemnification under this Agreementany Tax, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or compromise such Tax Matter (or portion thereoftake such other actions described herein with respect to) controlled by Buyer under this Section 5.11(f)(iii) any Tax Contest without the prior written consent of Seller (which Sellers, with such consent shall not to be unreasonably withheld, conditioned or delayed. Buyer shall: (x) keep Sellers informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Sellers of any related correspondence and shall provide Sellers with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Sellers in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Sellers shall reasonably request, and, at their own cost and expense, Sellers shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (ive) In Notwithstanding anything to the event of any conflict between Article VII and contrary contained in this Agreement, the procedures for all Tax Contests shall be governed exclusively by this Section 5.11(f‎7.7 (and not Section ‎8.4), this Section 5.11(f) shall control.