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 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 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 Each Party shall control and bear notify the cost other Party in writing within thirty (30) calendar days of the conduct its receipt of written notice of any auditpending or threatened Tax examination, claim, dispute audit or controversy other administrative or judicial proceeding (a “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 result in an indemnification obligation under Section 7.02 or Section 7.03 of such other Party pursuant to this Section 7.04(c). If the recipient of such notice of a Tax liability of BuyerContest fails to provide such notice to the other Party, the Acquired Companies, and their respective affiliates it shall not be entitled to indemnification for any taxable Taxes arising in connection with such Tax Contest, to the extent, if any, that such failure or delay shall have actually prejudiced the indemnifying Party. If a Tax Contest relates to any Tax period ending after on or prior to the Closing Date or to any Taxes for which Seller is liable in full hereunder, Seller shall at its expense control the defense and settlement of such Tax Contest; provided that (i) Buyer shall be entitled to participate in such Tax Contest at its own expense, and (ii) Seller shall keep Buyer fully informed of any material developments, provide Buyer with copies of all material correspondence, and allow Buyer to observe the conduct of any Tax Contest (through attendance at meetings) at Buyer’s expense, including through Buyer’s own counsel or other professional experts. Buyer shall control the defense and settlement of all other Tax Contests; provided that, in the case of any Tax Contest that could reasonably be expected to result in liability of Seller pursuant to the terms of this Agreement, (i) Seller shall be entitled to participate (at its own expense) in such Tax Contest and (ii) Buyer shall not settle such Tax Contest without the prior written consent of Buyer Seller (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). 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 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 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)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 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 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)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 (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 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)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 Bay Area 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 (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 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 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 sxx 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 AMH shall promptly notify ARC in writing upon receipt by any of the Subject Companies, or by AMH or any of its Affiliates, of notice of any Tax audits, examinations or assessments that could give rise to a liability for which ARC is responsible under Section 8.1 of this Agreement, provided that AMH’s failure so to notify ARC shall not limit AMH’s rights under this Article VIII except to the extent ARC is materially prejudiced by such failure. ARC shall promptly notify AMH in writing upon receipt by ARC or any of its Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to any of the Subject Companies. Except as otherwise provided herein, (a) ARC shall control any such audit, examination or proceeding that relates exclusively to a Pre-Closing Tax Period and bear (b) AMH shall control any Tax audit, examination or proceeding that is not described in clause (a). In either case, the cost party controlling such Tax audit, examination or proceeding shall (w) notify the other party of significant developments with respect to such Tax audit, examination or proceeding and keep the conduct other party reasonably informed and consult with the other party as to the resolution of any issue that would materially affect such other party, (x) give to the other party a copy of any Tax adjustment proposed in writing with respect to such Tax audit, claim, dispute examination or controversy (“Tax Contest”) proceeding and copies of any other written correspondence with the relevant taxing authority relating to any such Tax for which Seller is responsible pursuant to Section 6.5(a); providedaudit, howeverexamination or proceeding, that Seller shall (y) 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 issue without the consent of Buyer (such other party, which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control withheld and (z) otherwise permit the other party to participate in 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 aspects of such Tax Contestaudit, with each party being entitled to control examination or proceeding, at 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 other party’s potential liabilityown expense.

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 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 ; 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 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 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 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 Bay Area 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 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 Bay Area 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 (a) If any Tax authority asserts or proposes to assess an amount of Tax that is an Excluded Tax Liability, then the party hereto first receiving notice of such claim promptly will provide written notice thereof to the other party hereto (such notice to include a copy of any correspondence, report, or other material provided by the relevant Governmental Body and bear the cost such notice to provide a full and specific description of the conduct matter in controversy, the tax years which are in question, the amount of the assessment (proposed or otherwise) and any audit, other information or detail that is relevant to such claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that the failure of such party to give such prompt notice will not relieve the other party of any of its obligations under this Article IX, except to the extent that the other party is materially prejudiced thereby. (b) The Seller will have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Governmental Body relating to Taxes (a "Tax Proceeding") that solely involves an Excluded Tax Liability. With respect to a Tax Proceeding relating to a potential adjustment for which Seller or one of its Affiliates on the one hand, and Purchaser or the Company on the other hand, could be liable, (i) each party may participate in the Tax Proceeding, and (ii) the Tax Proceeding shall not settle or compromise be controlled by 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 Tax periods to arise from such Tax Contest in a manner that could reasonably Proceeding. All other Tax Proceedings shall be expected controlled by the Purchaser. (c) None of the Seller, the Company and the Purchaser shall enter into any compromise or agree to settle any claim pursuant to any Tax Proceeding which would adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date other party without the written consent of Buyer (the other party, which consent shall may not be unreasonably withheld, delayed conditioned 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 liabilitydelayed.

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 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)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.

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 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"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 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.