Common use of Tax Contests Clause in Contracts

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Bay Area Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Party who has responsibility for filing the Tax Return under this Agreement with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the Parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and bear the cost of the conduct of any auditsimilar proceedings, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that if such contest would be reasonably expected to result in a material increase in the tax liability related to the Assets, for which Purchaser would be liable, Purchaser may participate in the conduct of such contest and Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date contest without the consent of Buyer (Purchaser, which consent shall not be unreasonably withheld, delayed . If no Tax Return is or conditioned). Buyer shall control all other Tax Contests relating was required to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)be filed in respect of an Indemnity Issue, the parties Indemnifying Party shall jointly conduct such Tax Contest, with each be treated as the responsible party being entitled to control such Tax Contest (including with respect thereto. The responsible party agrees to any possible settlements or compromises) with respect to any issues which could result cooperate in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred Indemnity Issue with the other Party and to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take such other Party's interests into account the positions of both parties with due regard for the amount of each party’s potential liabilityaccount.

Tax Contests. Seller The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Party who has responsibility for filing the Tax Return under this Agreement with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the Parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and bear the cost of the conduct of any auditsimilar proceedings, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that if such contest would be reasonably expected to result in a material increase in the tax liability of Maquiladora for which Purchaser would be liable, Purchaser may participate in the conduct of such contest and Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date contest without the consent of Buyer (Purchaser, which consent shall not be unreasonably withheld, delayed . If no Tax Return is or conditioned). Buyer shall control all other Tax Contests relating was required to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)be filed in respect of an Indemnity Issue, the parties Indemnifying Party shall jointly conduct such Tax Contest, with each be treated as the responsible party being entitled to control such Tax Contest (including with respect thereto. The responsible party agrees to any possible settlements or compromises) with respect to any issues which could result cooperate in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred Indemnity Issue with the other Party and to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take such other Party's interests into account the positions of both parties with due regard for the amount of each party’s potential liabilityaccount.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Other Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Party who has responsibility for filing the Tax Return under this Agreement with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the Parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and bear the cost of the conduct of any auditsimilar proceedings, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that if such contest would be reasonably expected to result in a material increase in the tax liability (i) of Maquiladora or (ii) related to the Assets, for which Purchaser would be liable, Purchaser may participate in the conduct of such contest and Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date contest without the consent of Buyer (Purchaser, which consent shall not be unreasonably withheld, delayed . If no Tax Return is or conditioned). Buyer shall control all other Tax Contests relating was required to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)be filed in respect of an Indemnity Issue, the parties Indemnifying Party shall jointly conduct such Tax Contest, with each be treated as the responsible party being entitled to control such Tax Contest (including with respect thereto. The responsible party agrees to any possible settlements or compromises) with respect to any issues which could result cooperate in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred Indemnity Issue with the other Party and to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take such other Party's interests into account the positions of both parties with due regard for the amount of each party’s potential liabilityaccount.

Tax Contests. Seller shall control and bear Whenever any Taxing Authority initiates an audit of, asserts a claim for, proposes to assess or adjust, or otherwise disputes the cost amount of, any Tax of the conduct of any audit, claim, dispute Company for a taxable period ending on or controversy before the Closing Date (a “Tax Contest”), Buyer shall so notify the Member Representative; provided that Buyer’s failure to do so shall not affect any obligation of Member Parties, jointly and severally, to indemnify Buyer against any Taxes except to the extent that the Member Parties’ ability to contest such Tax is actually prejudiced by such failure. The Member Representative shall control all Tax Contests, provided the Buyer shall have the right to participate (at its own expense) in any such Tax Contest. If the Member Representative fails to conduct a defense of any such Tax Contest, the Buyer may do so and may settle or compromise the Tax Contest in its sole discretion. The Member Representative will reimburse the Buyer for all reasonable expenses incurred in this event. The Buyer’s right to participate shall include the right to receive copies of all correspondence from any Tax authority relating to such Tax Contest, attend meetings and review and comment on submissions relating to any such Tax for which Seller is responsible pursuant to Section 6.5(a); providedContest, however, that Seller and the Member Representative shall consider in good faith any comments provided by the Buyer. The Member Representative may not settle or compromise any such Tax Contest in without prior written consent of Buyer. The Buyer shall conduct and defend any Tax Contest that relates to a manner Straddle Period. The Member Representative may participate at its own expense. The Buyer may settle or compromise any Tax Proceeding that could reasonably be expected relates to adversely affect a Straddle Period. At the Tax liability option of Buyer, the Acquired Companies, Parties shall cause the Company to effect a “push out” election under Section 6226 of the Code (and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other similar state and local Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromisesLaw) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityContest.

Tax Contests. Seller The Indemnitor and its representatives, at the Indemnitor's expense, shall control be entitled to participate (a) in all conferences, meetings and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has responsibility for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect filing the Tax liability of Buyer, Return under this Agreement (the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises"Responsible Party") with respect to any issues which there could result be an increase in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such issuematter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and no settlement to take such other party's interests into account. Notwithstanding any other provision of this Agreement, if Rockwell has materially satisfied its obligations under this Agreement and if Conexant fails to permit Rockwell to control any audit or compromise proceeding regarding any Indemnity Issue relating to (i) the qualification of the Distribution as a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code or as tax-free to Rockwell under Section 361(c) of the Code, (ii) the qualification of any transactions undertaken pursuant to the Transaction Agreements or described in the Ruling Request as transactions described in Section 355 of the Code, "reorganizations" within the meaning of Section 368(a)(1)(D) of the Code or as otherwise tax-free transactions or (iii) the qualification of any transactions undertaken pursuant to the Automotive Transaction Agreements or described in the Automotive Ruling Request as transactions described in Section 355 of the Code, "reorganizations" within the meaning of Section 368(a)(1)(D) of the Code or as otherwise tax-free transactions, then Rockwell shall not be liable for and shall not indemnify the Conexant Tax Group for any Tax deficiency resulting from an adverse determination of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityIndemnity Issue.

Tax Contests. Seller The Company, Buyer, and Seller, as applicable, shall control notify Buyer and bear Seller, as applicable, within thirty (30) days upon the cost receipt of any notice, or becoming aware, of any audit or other similar examination with respect to Taxes of the conduct Company for any Pre-Closing Tax Period (including, for the avoidance of doubt, any audit, claim, dispute or controversy Straddle Period) (a “Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, howeverthat no failure or delay of the Company or Buyer in providing such notice shall reduce or otherwise affect the obligations of Seller pursuant to this Agreement, except to the extent that Seller is prejudiced as a result of such failure or delay. In the case of a Tax Contest that relates to any Pre-Closing Tax Period (excluding any Tax Contest relating to a Straddle Period), Seller shall control the conduct of such Tax Contest; provided, that Buyer shall have the right to participate (at its sole expense) in any such Tax Contest and with counsel of its choosing. In the case of a Tax Contest that relates to a Straddle Period, Buyer shall control the conduct of such Tax Contest, including by selecting counsel of its choosing, and Seller shall have the right, but not the obligation, to participate (at Seller’s expense) in any such Tax Contest. If a Party controls any Tax Contest, it shall provide the other Party with copies of all correspondence from any Governmental Entity relating to such Tax Contest, permit the other Party to attend meetings and review and comment on submissions relating to any such Tax Contest, and shall consider in good faith any comments provided by the other Party (“Tax Contest Participation Rights”). The Party controlling such Tax Contest shall not settle or compromise any such otherwise resolve a Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the prior written consent of Buyer the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.“

Tax Contests. Seller The Indemnitor and its representatives, at the Indemnitor's expense, shall control be entitled to participate (i) in all conferences, meetings and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has responsibility for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect filing the Tax liability of Buyer, Return under this Agreement (the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises"Responsible Party") with respect to any issues which there could result be an increase in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such issuematter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and no settlement to take such other party's interests into account. Notwithstanding any other provision of this Agreement, if Ambassadors has materially satisfied its obligations under this Agreement and if Education fails to permit Ambassadors to control any audit or compromise proceeding regarding any Indemnity Issue relating to (i) the qualification of the Distribution as a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code or as tax-free to Ambassadors under Section 361(c) or Section 355(c) of the Code, or (ii) the qualification of any transactions undertaken pursuant to the Transaction Agreements as transactions described in Section 355 of the Code, "reorganizations" within the meaning of Section 368(a)(1)(D) of the Code or as otherwise tax-free transactions, then Ambassadors shall not be liable for and shall not indemnify the Education Group for any Tax deficiency resulting from an adverse determination of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityIndemnity Issue.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“ Tax Contest “Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); providedprovided , howeverhowever , that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a6.4(a); , provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, any Acquired Company or the Acquired Companies, and their respective affiliates Transferred IP for any taxable period ending after the other than a Pre-Closing Date Tax Period without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired AssetsTransferred IP. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a6.4(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a6.4(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller shall control and bear the cost of the conduct If any party receives notice of any audit, claim, dispute examination or controversy (“other Tax Contest”) relating to any proceeding from a Governmental Authority involving a Tax for which Seller is responsible pursuant to Section 6.5(aanother party may have liability under applicable Laws or hereunder (a “Tax Claim”), the party receiving such notice shall promptly notify the other parties of such Tax Claim; provided, however, that Seller failure to give such prompt notice of a Tax Claim shall relieve the party entitled to receive such prompt notice hereunder from its indemnity obligations under this Section 6.16 only if, and only to the extent that, such failure shall have actually prejudiced such party with respect to such Tax Claim. The party responsible under this Agreement for the Tax to which such Tax Claim relates (and Horizon in the case of a Tax Claim that could affect the amount of Transaction AMT) shall control all proceedings with respect to such Tax Claim; provided, however, that (i) the other party and counsel or other advisors of its own choosing shall have the right to participate fully in all aspects of the prosecution, defense and settlement of such Tax Claim if such party has a good faith basis to conclude that it or an Affiliate thereof faces a realistic possibility of liability (determined without regard to its indemnity rights under this Agreement) with respect thereto or that such Tax Claim could affect the amount of any refund of Taxes to which such party or an Affiliate of such party may be entitled, and (ii) the controlling party shall not settle or compromise any such Tax Contest in a manner that Claim without the prior written consent of the other party to the extent such settlement could reasonably be expected to adversely affect the Tax liability of Buyersuch other party or an Affiliate thereof, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller shall control and bear the cost of the conduct If any party receives notice of any auditTax Matter, claimsuch party will notify, dispute or controversy within thirty (“30) days, the other party in writing of such Tax Contest”Matter, but the failure to so notify will not relieve the other party of any liability it may have, except to the extent the party has suffered actual prejudice thereby. (a) relating With respect to any Tax for which Seller is responsible pursuant Matter relating to Section 6.5(a)a Pre-Closing Tax Period Tax Return, the Sellers’ Representative may assume and control all proceedings taken in connection with such Tax Matter; provided, howeverthat to the extent that such Tax Matter relates to an issue that could reasonably be expected to materially and adversely affect the Taxes of the Company, that Seller shall not or Purchaser in a Tax period following the Closing Date, the Sellers’ Representative and Purchaser will jointly control all proceedings taken in connection with any such Tax Matters. No party will settle or compromise any such Tax Contest in a manner Matters without the other Parties’ written consent, which consent shall not be unreasonably withheld. (b) With respect to all other Tax Matters, Purchaser shall assume and control all proceedings; provided that, to the extent that such Tax Matters relates to an issue that could reasonably be expected to adversely affect the Taxes of the Company in a Pre-Closing Tax liability Period where the Sellers would have an obligation to indemnify Purchaser pursuant to the terms of Buyerthis Agreement, the Acquired Companies, Sellers’ Representative and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall will jointly control all other Tax Contests relating to proceedings taken in connection with any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityMatter.

Tax Contests. (a) Purchaser, on the one hand, and Seller, on the other hand (each, the “Recipient”), shall notify Seller shall control and bear or Purchaser, as the cost case may be, in writing within 30 days of receipt by the conduct Recipient of written notice of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely which may affect the liability for Taxes of such other party under this Agreement. (b) If the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for Contest relates to any taxable period ending after on or before the Closing Date without Date, Seller shall, at its expense, control the consent defense and settlement of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled ; provided that (i) Seller’s entitlement to control such Tax Contest (including with respect shall be subject to any possible settlements or compromises) with respect Seller first acknowledging in writing its unconditional obligation to any issues which could result in liability for which such party is responsible; indemnify, defend, and hold harmless the Purchaser Indemnified Parties from and against all Taxes ultimately determined to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest be payable with respect to such issueTax Contest, and no (ii) Seller may decline to participate in such Tax Contest, in which case Purchaser shall control the defense and settlement or compromise of the Tax Contest. (c) If the Tax Contest relates to any Straddle Period, Purchaser and Seller shall together, at its respective expense, control the defense and settlement of such issue shall be entered into without Tax Contest. (d) The Party in control of the consent of both parties. Disputes regarding the conduct defense or settlement of any Tax Contest that is jointly conducted relates to any Pre-Closing Period (or portion thereof) or Straddle Period shall be referred keep the other Party informed of the progress of such Tax Contest, provide copies of all relevant correspondence and other Tax Contest documents to the Independent Accountant for resolution other Party, and allow them to participate at their own expense. The Party in control of the defense or settlement of any such Tax Contest may not settle such Tax Contest in any manner which would adversely affect the other Party without the written consent of such other Party (which shall not be unreasonably withheld or delayed and shall in any event be deemed to be given if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions no response is received within seven Business Days of both parties with due regard for the amount of each partya Party’s potential liabilityrequest).

Tax Contests. Seller (a) The Purchaser and the Company, on the one hand, and the Sellers and their respective Affiliates, on the other hand, shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes (including French R&D Tax credits) or Tax Returns of the Company Entities relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so notify the other Party of any Tax Contest shall not relieve such other Party of any liability with respect to such Tax Contest except to the extent such Party was actually prejudiced as a result thereof. The Purchaser shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to , including any Tax for which Seller is responsible pursuant to Section 6.5(a)settlement or compromise thereof; provided, however, that (i) the Company shall keep the Seller Representative reasonably informed of the progress of any Tax Contest on behalf of the Sellers, and (ii) the Seller Representative shall be entitled to participate in any Tax Contest on behalf of the Sellers at the Sellers’ sole cost and expense. The Purchaser shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect for which the Tax liability of Buyer, Sellers are liable under ARTICLE X (taking into account any applicable limitations set forth therein) without obtaining the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the prior written consent of Buyer (the Seller Representative on behalf of the Sellers, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Buyer delayed. (b) The Purchaser shall have sole control of the conduct of all other Tax Contests relating to any Acquired Company inquiries, claims, assessments, audits or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including similar events with respect to Taxes or Tax Returns of the Company Entities. (c) In the event of any possible settlements conflict or compromises) with respect to any issues which could result in liability for which such party is responsible; to overlap between the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both partiesprovisions of this Section 9.3 and Section 10.4, the parties provisions of this Section 9.3 shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilitycontrol.

Tax Contests. (a) Purchaser, on the one hand, and Seller, on the other hand (the “Recipient”), shall notify Seller shall control and bear or Purchaser, as the cost case may be, in writing within 30 days of receipt by the conduct Recipient of written notice of any audit, claim, dispute or controversy Tax Contest which may affect the liability for Taxes of such other party under this Agreement. (“b) If the Tax Contest”Contest relates (i) relating to any Tax for which Pre-Closing Period or Straddle Period, or (ii) to any Retained Taxes, Seller is responsible pursuant to Section 6.5(a); providedshall, howeverat its expense, that Seller shall not settle or compromise any control the defense and settlement of such Tax Contest and shall pay any Tax which arises from such Pre-Closing Period Tax Contest and Seller’s portion of any Tax which arises from such Straddle Period Tax Contest, and Purchaser shall pay Purchaser’s portion of any Tax which arises from such Straddle Period Tax Contest; provided that Seller may decline to participate in a manner that could reasonably be expected to adversely affect such Pre-Closing Period or Straddle Period Tax Contest, in which case Purchaser shall control the defense and settlement of the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date Contest without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating prejudice to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if Seller’s obligation to pay any Tax that may arise from such Tax Contest involves Taxes and Seller shall reimburse Purchaser for which the Seller is responsible pursuant related expense that it has incurred. (c) If the Tax Contest relates solely to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)Other Taxes, Purchaser shall, at its expense, control the parties shall jointly conduct defense and settlement of such Tax Contest, with each party being entitled to . (d) The Party in control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the defense or settlement of any Tax Contest with respect to which the other Party may have liability under this Agreement shall keep the other Party informed of the progress of such issueTax Contest, provide copies of all relevant correspondence and other Tax Contest documents to the other Party, and no allow them to participate at their own expense. The Party in control of the defense or settlement or compromise of a Tax Contest may not settle such Tax Contest in any manner which would adversely affect the other Party without the written consent of such issue other Party (which shall not be entered into without the consent unreasonably withheld or delayed and shall in any event be deemed to be given if no response is received within seven Business Days of both partiesa Party’s request). Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.428928/HOUDMS

Tax Contests. Seller (a) If a claim shall control and bear the cost of the conduct of be made by any audittaxing authority which, claimif successful, dispute or controversy (“Tax Contest”) relating to any Tax would result in a liability for Taxes for which Seller is responsible Sellers may be liable pursuant to Section 6.5(a); provided6.3, however, that Seller shall not settle or compromise if an audit is commenced by any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including taxing authority with respect to any possible settlements Tax that could give rise to such a tax claim (any such claim or compromisesaudit, a “Tax Claim”), Buyer shall promptly notify Sellers in writing of such Tax Claim, as the case may be. If notice of the Tax Claim is not given to Sellers within a sufficient period of time or in reasonable detail to apprise Sellers of the nature of the tax (in each instance taking into account the facts and circumstances with respect to such Tax Claim), Sellers shall not be liable to Buyer to the extent that Sellers’ position is prejudiced as a result thereof. (b) Sellers shall be entitled to control all audits and other proceedings (including as to selection of counsel and decisions regarding settlement) with respect to a Tax Claim. Sellers, in their sole option, may pursue or forego any issues which could result in liability for which such party is responsible; to and all administrative appeals, proceedings, hearings and conferences with the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest taxing authority with respect to any Tax Claim and may, in their sole discretion, either pay the Tax claimed and s▇▇ for a refund where applicable law permits such issuerefund suits or may contest the Tax Claim in any permissible manner, and no settlement may prosecute such contest to a determination in any court or compromise settle such Tax Claim in any manner as Sellers may determine in their sole discretion. Buyer agrees to provide Sellers with any authorizations, powers of attorney or other documentation as may be reasonably necessary to allow Sellers to pursue all such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityactions permitted by this Section 6.8.

Tax Contests. Seller shall control and bear the cost (i) If a notice of the conduct of any deficiency, proposed adjustment, assessment, audit, claimexamination or other administrative or judicial proceeding, suit, dispute or controversy other claim (“a "Tax Contest”Claim") relating shall be delivered, sent, commenced or initiated, in writing, to or against any Tax party, any of its Affiliates or any Purchased Entity (a "Notified Party") by any Governmental Authority with respect to Taxes for which Seller is responsible the other party would be liable pursuant to Section 6.5(a5.03(a), the Notified Party shall, if informed thereof promptly, notify the other party in writing of such Tax Claim; provided, however, that Seller the failure of any party to give the other party prompt notice as provided herein shall not settle or compromise any such Tax Contest in a manner relieve the other party of its obligations under this Section 5.03 except to the extent that could reasonably be expected the other party is prejudiced thereby. (ii) Subject to adversely affect the Tax liability remainder of Buyerthis Section 5.03(c)(ii), the Acquired Companies, and their respective affiliates for any taxable period ending after Selling Entities shall have the Closing Date without sole right to represent the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if Purchased Entities' interests in any Tax Contest involves Taxes Claim for which the Seller is responsible pursuant Selling Entities have an indemnification obligation hereunder (or in respect of TCFL and any U.K. Subsidiary, a liability to pay under the covenant in Section 6.5(a) as well as Taxes 5.03(a)(viii)), and to employ counsel of their choice at their expense; provided, however, that the Selling Entities shall keep the Purchaser reasonably informed with respect to any issue relating to such Tax Claim. The Purchaser may also participate in the defense of such Tax Claim at its expense. In the event that issues relating to a potential adjustment for which Buyer is responsible pursuant the Selling Entities (or any Affiliate) have liability are required to Section 6.5(a)be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser (or any Affiliate) could be liable, the parties Purchaser shall jointly conduct such Tax Contesthave the right, with each party being entitled at its expense, to control such Tax Contest (including but only with respect to any possible settlements or compromises) with the latter issues. With respect to any issues which could result in liability an issue relating to a potential adjustment for which such both the Selling Entities (or any Affiliate) and the Purchaser (or any Affiliate) could be liable or could be adversely affected, (A) each party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result may participate in liability for both parties, the parties shall jointly control the conduct of the Tax Contest and the controlling party shall consult with the non-controlling party and consider in good faith and reasonably accommodate any comments or concerns of the non-controlling party, and (B) with respect to such issue, and no settlement or compromise of such issue the Tax Contest relating thereto shall be entered controlled by the Purchaser; provided, however, in the case of a Tax Contest with respect to a Pre-Closing Period, that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods shall control. Except as otherwise provided, the principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 5.03 by the Selling Entities and the Purchaser. (iii) Neither the Selling Entities, the Purchased Entities, the Purchaser nor any Affiliate thereof shall enter into any compromise or agree to settle any Tax Claim that could adversely affect (including, without limitation, by reason of the payment of any Tax) the other party for such year or a subsequent year (and in respect of TCFL or any U.K. Subsidiary, a prior year) without the prior written consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall other party, which consent may not be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityunreasonably withheld or delayed.

Tax Contests. Seller shall control and bear the cost of the conduct If any Party receives notice of any auditTax Contest with respect to Taxes of any Target Group Member for which the other Party may be liable hereunder, claimsuch Party will notify, dispute or controversy (“within thirty days, the other Party in writing of such Tax Contest”, but the failure to so notify will not relieve the other Party of any liability it may have (including its liability for indemnification under this Agreement), except to the extent the Party has suffered actual prejudice thereby. (i) relating With respect to any Tax for which Seller is responsible pursuant Contest relating to Section 6.5(a); provideda Pre-Closing Period Tax Return, however, that Seller shall not the Sellers may assume and control all proceedings taken in connection with such Tax Contest and settle or compromise any such Tax Contest in a manner its discretion; provided, that could to the extent that such Tax Contest relates to an issue that would reasonably be expected to adversely affect the Tax liability Taxes of Buyerthe Target Group, or the Purchaser (or any direct or indirect owner thereof) in a Post-Closing Period, the Acquired Companies, Sellers and their respective affiliates for the Purchaser will jointly control all proceedings taken in connection with any taxable period ending after the Closing Date such Tax Contest and no Party will settle or compromise any such Tax Contest without the consent of Buyer (other Parties’ written consent, which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control . (ii) With respect to all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)Contests, the parties Purchaser shall jointly conduct such Tax Contestassume and control all proceedings; provided that, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that such Tax Contest relates to an issue that would reasonably be expected to adversely affect the Taxes of the Sellers in a Pre-Closing Period, the Sellers and the Purchaser will jointly control all proceedings taken in connection with any such jointly conducted Tax Contest involves and no Party will settle or compromise any issue which could result in liability for both parties, the parties shall jointly control the conduct of the such Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the other Parties’ written consent, which consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall not be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityunreasonably withheld.