Common use of Tax Contests Clause in Contracts

Tax Contests. After the Closing, Parent and the Company shall promptly inform the Equityholders Representative in writing of the commencement of any claim, audit, investigation, examination, or other proceeding relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”). After the Closing Date, Parent shall have the exclusive right to represent the interests of Company in any and all Tax Contests; provided, however, that the Equityholders Representative shall have the right to participate in any such Tax Contest and to employ counsel (at the expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation. In the event that Parent proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contest, relating to the Company that would result in an indemnification obligation by the Equityholders, the Equityholders Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders for indemnification under this Agreement unless the Equityholders Representative consents to such settlement, compromise or concession, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. After the ClosingClosing Date, Parent Acquiror, Target and the Company Stockholders’ Agent, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, proceeding or other proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Acquiror may be entitled to indemnity from the Indemnifying Parties under this Agreement. After the Closing Date, Parent Acquiror shall have the exclusive right to represent the interests of Company Target in any and all Tax Contests; provided, however, that the Equityholders Representative Stockholders’ Agent shall have the right to participate in any such Tax Contest and to employ counsel (at the its own expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to ParentAcquiror) for purposes of such participationparticipation to the extent that any such Tax Contest would reasonably be expected to result in a Tax indemnification liability of the Indemnifying Parties pursuant to this Agreement. In the event that Parent Acquiror proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company Target that would result in an indemnification obligation indemnity payment by the EquityholdersIndemnifying Parties, the Equityholders Representative Stockholders’ Agent shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Acquiror shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Indemnifying Parties for indemnification under this Agreement unless the Equityholders Representative Stockholders’ Agent consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed. The provisions of this Section 6.14(d) shall govern rather than the provisions of Section 9.9 in the event of any conflict.

Tax Contests. After the ClosingClosing Date, Parent Purchaser, the Company and the Company Shareholders’ Agent, respectively, shall promptly inform the Equityholders Representative other Party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Purchaser may be entitled to indemnity from the Shareholders under this Agreement. After the Closing Date, Parent Purchaser shall have the exclusive right to represent the interests of the Company in any and all Tax Contests; provided, however, that the Equityholders Representative Shareholders’ Agent shall have the right to participate in any such Tax Contest and to employ counsel (at the its own expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to ParentPurchaser) for purposes of such participationparticipation to the extent that any such Tax Contest would reasonably be expected to result in a Tax indemnification liability of the Shareholders pursuant to this Agreement. In the event that Parent Purchaser proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company that would result in an indemnification obligation indemnity payment by the EquityholdersShareholders, the Equityholders Representative Shareholders’ Agent shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Purchaser shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Shareholders for indemnification under this Agreement unless the Equityholders Representative Shareholders’ Agent consents in writing to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed.. (d)

Tax Contests. After the ClosingClosing Date, Parent Acquirer, the Company and the Company Stockholder, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, proceeding or other proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Acquirer may be entitled to indemnity from the Stockholder under this Agreement. After the Closing Date, Parent Acquirer shall have the exclusive right to represent the interests of the Company in any and all Tax Contests; provided, however, that the Equityholders Representative Stockholder shall have the right to participate in any such Tax Contest and to employ counsel at its own expense (at the expense on behalf of the EquityholdersStockholder) of its choice (which counsel shall be reasonably acceptable to ParentAcquirer) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Stockholder pursuant to this Agreement. In the event that Parent Acquirer proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company that would result in an indemnification obligation indemnity payment by the EquityholdersStockholder, the Equityholders Representative Stockholder shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Acquirer shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Stockholder for indemnification under this Agreement unless the Equityholders Representative Stockholder consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed. The provisions of this Section 7.2 shall govern rather than the provisions of Section 8.9 in the event of any conflict.

Tax Contests. After the ClosingClosing Date, Parent Acquirer, the Company and the Company Stockholder Representative, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, proceeding or other proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Acquirer may be entitled to indemnity from the Effective Time Holders under this Agreement. After the Closing Date, Parent Acquirer shall have the exclusive right to represent the interests of the Company in any and all Tax Contests; provided, however, that the Equityholders Stockholder Representative shall have the right to participate in any such Tax Contest and to employ counsel at its own expense (at the expense on behalf of the EquityholdersEffective Time Holders) of its choice (which counsel shall be reasonably acceptable to ParentAcquirer) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Effective Time Holders pursuant to this Agreement. In the event that Parent Acquirer proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company that would result in an indemnification obligation indemnity payment by the EquityholdersEffective Time Holders, the Equityholders Stockholder Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Acquirer shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Effective Time Holders for indemnification under this Agreement unless the Equityholders Stockholder Representative consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed. The provisions of this Section 6.2 shall govern rather than the provisions of Section 7.10 in the event of any conflict.

Tax Contests. After the Closing, Parent and the Company shall promptly inform the Equityholders Representative in writing of the commencement of any claim, audit, investigation, examination, or other proceeding relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”). After the Closing Date, Parent shall have the exclusive right to represent the interests of Company in any and all Tax Contests; provided, however, that the Equityholders Representative shall have the right to participate in any such Tax Contest and to employ counsel (at the expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation. In the event that Parent Xxxxxx proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contest, relating to the Company that would result in an indemnification obligation by the Equityholders, the Equityholders Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders for indemnification under this Agreement unless the Equityholders Representative consents to such settlement, compromise or concession, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. After In the Closing, Parent and the Company shall promptly inform the Equityholders Representative in writing event of the commencement of any claima Tax contest, audit, investigation, examination, or other proceeding relating in whole to a taxable period of the Company ending on or in part to Taxes for before the Closing Date (each a “Pre-Closing Tax Contest”), or a Straddle Period (each a “Straddle Period Tax Contest”), the following provisions shall control: (1) Promptly after Buyer or the Company receives written notice of a Pre-Closing Tax Contest or a Straddle Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”). After , Buyer will notify or cause the Company to notify Sellers Agent in writing of such Pre-Closing DateTax Contest or Straddle Period Tax Contest. (2) Sellers Agent shall assume and shall control the defense of any Pre-Closing Tax Contest, Parent shall have at the exclusive right to represent the interests of Company in any and all Tax Contests; providedSellers’ own expense, however, provided that the Equityholders Representative Buyer shall have the right to participate participate, at Buyer’s own expense, in any such Tax Contest and to employ counsel (at the expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation. In the event that Parent proposes to compromise or settle any Pre-Closing Tax Contest, and provided further that Sellers Agent shall not settle or compromise any such Pre-Closing Tax Contest without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or agree delayed. If Sellers Agent fails to any defend a Pre-Closing Tax liability Contest in connection with a Tax Contestcommercially reasonable manner, relating to the Company that would result in an indemnification obligation by the Equityholders, the Equityholders Representative then Buyer shall have the right to review control the defense of such proposed compromise, settlement, consent or agreement. Parent shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of Contest at the Equityholders for indemnification under this Agreement unless the Equityholders Representative consents Sellers’ expense, in which event Sellers Agent agrees to fully cooperate with Buyer; provided, that, Sellers Agent shall have participation and consent rights consistent with paragraph (3) below with respect to such settlementPre-Closing Tax Contest. (3) Buyer shall have the right to control the defense of a Straddle Period Tax Contest, provided that Sellers Agent shall have the right to participate, at the Seller’s own expense, in any Straddle Period Tax Contest and provided further that Buyer shall not settle or compromise or concessionany portion of such Straddle Period Tax Contest without Sellers Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contests. After the ClosingClosing Date, Parent Acquirer, the Company and the Company Securityholder Representative, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, proceeding or other proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Acquirer may be entitled to indemnity from the Effective Time Holders under this Agreement. After the Closing Date, Parent Acquirer shall have the exclusive right to represent the interests of the Company and its Subsidiaries in any and all Tax Contests; provided, however, that the Equityholders Securityholder Representative shall have the right to participate in any such Tax Contest and to employ counsel at its own expense (at the expense on behalf of the EquityholdersEffective Time Holders) of its choice (which counsel shall be reasonably acceptable to ParentAcquirer) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Effective Time Holders pursuant to this Agreement. In the event that Parent Acquirer proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company and its Subsidiaries that would result in an indemnification obligation indemnity payment by the EquityholdersEffective Time Holders, the Equityholders Securityholder Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Acquirer shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Effective Time Holders for indemnification under this Agreement unless the Equityholders Securityholder Representative consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed. The provisions of this Section 6.2 shall govern rather than the provisions of Section 7.10 in the event of any conflict.

Tax Contests. After the ClosingClosing Date, Parent Purchaser and the Company Kita Shareholders, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Purchaser may be entitled to indemnity from the Kita Shareholders under this Agreement. After the Closing Date, Parent Purchaser shall have the exclusive right to represent the interests of the Company and the Company Subsidiaries in any and all Tax Contests; provided, however, that the Equityholders Representative Kita Shareholders shall have the right to participate in any such Tax Contest to the extent permitted by Applicable Law and to employ professional counsel (at the their own expense of the Equityholders) of its their choice (which counsel shall be reasonably acceptable to ParentPurchaser) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Kita Shareholders pursuant to this Agreement. In the event that Parent Purchaser proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company that would result in an indemnification obligation indemnity payment by the EquityholdersKita Shareholders, the Equityholders Representative Kita Shareholders shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Purchaser shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Kita Shareholders for indemnification under this Agreement unless the Equityholders Representative consents Kita Shareholders consent to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed.

Tax Contests. After the ClosingClosing Date, Parent Buyer, the Company, the Seller and the Company Shareholder Representative, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Buyer may be entitled to indemnity from the Seller or the Shareholders under this Agreement. After the Closing Date, Parent Buyer shall have the exclusive right to represent the interests of the Company in any and all Tax Contests; provided, however, that the Equityholders Shareholder Representative shall have the right to participate in any such Tax Contest and to employ counsel (at the its own expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to ParentBuyer) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Seller or the Shareholders pursuant to this Agreement. In the event that Parent Buyer proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company that would result in an indemnification obligation indemnity payment by the EquityholdersSeller or the Shareholders, the Equityholders Shareholder Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Buyer shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Seller or the Shareholders for indemnification under this Agreement unless the Equityholders Shareholder Representative consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed.

Tax Contests. After the ClosingClosing Date, Parent Acquiror, Target and the Company Securityholders’ Agent, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, proceeding or other proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party Acquiror may be entitled to indemnification indemnity from the Equityholders Effective Time Holders under this Agreement (“Tax Contest”). After the Closing Date, Parent Acquiror shall have the exclusive right to represent the interests of Company Target or any Subsidiary of Target in any and all Tax Contests; provided, however, that the Equityholders Representative Securityholders’ Agent shall have the right to participate in any such Tax Contest and to employ counsel at its own expense (at the expense on behalf of the EquityholdersEffective Time Holders) of its choice (which counsel shall be reasonably acceptable to ParentAcquiror) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Effective Time Holders pursuant to this Agreement. In the event that Parent Acquiror proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company Target or any Subsidiary of Target that would result in an indemnification obligation indemnity payment by the EquityholdersEffective Time Holders, the Equityholders Representative Securityholders’ Agent shall have the right to review such proposed compromise, settlement, consent or agreement. Parent , and Acquiror shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders for indemnification under this Agreement such matter unless the Equityholders Representative Securityholders’ Agent consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed. The provisions of this Section 6.10(c) shall govern rather than the provisions of Section 9 in the event of any conflict.

Tax Contests. After the ClosingClosing Date, Parent the Purchaser, the Surviving Corporation and the Company Stockholder Representative, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which the Purchaser may be entitled to indemnity from the Stockholders and Company Optionholders. After the Closing Date, Parent the Purchaser shall have the exclusive right to represent the interests of the Company Group in any and all Tax Contests; provided, however, that the Equityholders Stockholder Representative shall have the right to participate in any such Tax Contest and to employ counsel at its own expense (at the expense on behalf of the EquityholdersStockholders and the Company Optionholders) of its choice (which counsel shall be reasonably acceptable to Parentthe Purchaser) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Stockholders and the Company Optionholders pursuant to this Agreement. In the event that Parent the Purchaser proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company Group that would result in an indemnification obligation indemnity payment by the EquityholdersStockholders and the Company Optionholders, the Equityholders Stockholder Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent The Purchaser shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company Group for a Pre-Closing Tax Period or liability of the Equityholders Stockholders and the Company Optionholders for indemnification under this Agreement unless the Equityholders Stockholder Representative consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed.

Tax Contests. After the ClosingClosing Date, Parent Acquiror, Target and the Company Securityholders’ Agent, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, proceeding or other proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Acquiror may be entitled to indemnity from the Stockholders under this Agreement. After the Closing Date, Parent Acquiror shall have the exclusive right to represent the interests of Company Target in any and all Tax Contests; provided, however, that the Equityholders Representative Securityholders’ Agent shall have the right to participate in any such Tax Contest and to employ counsel (at the expense of the EquityholdersStockholders) of its choice (which counsel shall be reasonably acceptable to ParentAcquiror) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Stockholders pursuant to this Agreement. In the event that Parent Acquiror proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company Target that would result in an indemnification obligation indemnity payment by the EquityholdersStockholders, the Equityholders Representative Securityholders’ Agent shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Acquiror shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders Stockholders for indemnification under this Agreement unless the Equityholders Representative Securityholders’ Agent consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed. The provisions of this Section 6.14(d) shall govern rather than the provisions of Section 9 in the event of any conflict.

Tax Contests. After Following the Closing, Parent and Acquiror shall provide the Company shall promptly inform the Equityholders Securityholder Representative in writing of the commencement with prompt notice of any claim, written inquiries by any taxing authority relating to any audit, investigation, examination, litigation or other proceeding relating in whole or in part connection with respect to Taxes for a Pre-Closing and Tax Period for Returns of the Company and its Subsidiaries pursuant to which any Indemnified Party may the Acquiror could be entitled to indemnification from an indemnity payment pursuant to Article VIII or any dispute relating to any Tax refund to which the Equityholders Securityholders are entitled under this Agreement (each, a “Seller Tax Contest”)) within ten (10) business days of the receipt of such inquiries. After The Acquiror shall keep the Closing Date, Parent shall have Securityholder Representative reasonably informed of the exclusive right to represent the interests details and status of Company in any and all Tax Contests; provided, however, that the Equityholders Representative shall have the right to participate in any such Seller Tax Contest and shall provide it with reasonable access to employ counsel (at the expense of documents and correspondence prepared in connection therewith, and will provide that the Equityholders) of its choice (which counsel shall be Securityholder Representative may participate, through representatives reasonably acceptable to Parent) for purposes of such participation. In the event that Parent proposes Acquiror, in any proceedings related to compromise or settle any a Seller Tax Contest, or consent or agree . The Acquiror shall give due regard to any comments that the Securityholder Representative has with respect to any Seller Tax liability in connection with a Tax Contest, relating to the Company that would result in an indemnification obligation by the Equityholders, the Equityholders Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Contest and shall not agree settle or consent to compromise or settle any Seller Tax Contest on a basis that would result in a Tax liability without the prior written consent of the Company for a Pre-Closing Tax Period or liability of the Equityholders for indemnification under this Agreement unless the Equityholders Securityholder Representative consents (such consent not to such settlement, compromise or concession, which consent shall not be unreasonably withheld, conditioned or delayed), unless the Acquiror irrevocably waives its right to indemnification with respect to such Seller Tax Contest.

Tax Contests. After (i) For periods following the ClosingEffective Time, Parent Purchaser on the one hand, and Sellers on the Company other hand (as the case may be) who receives notice of a Tax audit or other proceeding shall promptly inform notify the Equityholders Representative other Party in writing of any such audit or proceeding or any proposed assessment or the commencement of any claimtax contest or any demand or claim on Purchaser, audit, investigation, examinationthe Company, or other proceeding relating in whole their Affiliates that, if determined adversely to the taxpayer or in part after the lapse of time, would reasonably be expected to Taxes be grounds for an indemnification claim by Purchaser against Sellers under paragraph (b) of this section (a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”). After Such notice shall contain factual information (to the Closing Dateextent known to Purchaser, Parent Sellers, its Affiliates or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. (ii) In the case of a Tax Contest that relates to taxable periods ending on or before the Effective Time, Sellers shall have the exclusive right sole right, at their expense, to represent control the interests conduct of Company in any and all such Tax ContestsContest; provided, however, that the Equityholders Seller Representative shall have the right to participate in seek Purchaser’s prior written consent of any settlement or compromise of such Tax Contest and to employ counsel (at the expense which consent shall not be unreasonably withheld or delayed) of any resolution of the EquityholdersTax Contest if such resolution adversely affects the computation of any item of income, expense, deduction, taxable income, credit or Tax liability for any period ending after the Effective Time. (iii) of its choice (which counsel Purchaser shall be reasonably acceptable to Parent) for purposes of such participation. In the event that Parent proposes to compromise or settle direct and control any Tax Contest, Contest not controlled by Sellers in accordance with Section 5.7(c)(ii). Purchaser may not settle or consent or agree to compromise any asserted Tax liability in connection with a Tax Contest, relating to the Company manner that would result in an indemnification obligation by liability of Sellers pursuant to this Section 5.7, or that adversely affects the Equityholderscomputation of any item of income, the Equityholders Representative shall have the right to review such proposed compromiseexpense, settlementdeduction, consent taxable income, credit, or agreement. Parent shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability for any taxable period before the Effective Time without the prior written consent of the Company for a Pre-Closing Tax Period or liability of the Equityholders for indemnification under this Agreement unless the Equityholders Representative consents to such settlement, compromise or concessionSeller Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (iv) Purchaser and Sellers agree to cooperate, and Purchaser agrees to cause the Company (as applicable) to cooperate, in the defense against or compromise of any claim in any Tax Contest.

Tax Contests. After the ClosingClosing Date, Parent Acquiror, Target and the Company Securityholders’ Agent, respectively, shall promptly inform the Equityholders Representative other party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party may be entitled to indemnification from the Equityholders under this Agreement (“Tax Contest”)) for which Acquiror may be entitled to indemnity from the Securityholders under this Agreement. After the Closing Date, Parent Acquiror shall have the exclusive right to represent the interests of Company Target in any and all Tax Contests; provided, however, that the Equityholders Representative Securityholders’ Agent shall have the right to participate in any such Tax Contest and to employ counsel (at the its own expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to ParentAcquiror) for purposes of such participationparticipation to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Securityholders pursuant to this Agreement. In the event that Parent Acquiror proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contestliability, relating to the Company Target, any Target Subsidiary or any Target Related Business that would result in an indemnification obligation indemnity payment by the EquityholdersSecurityholders, the Equityholders Representative Securityholders’ Agent shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Acquiror shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company Target, any Target Subsidiary or any Target Related Business for a Pre-Closing Tax Period or liability of the Equityholders Securityholders for indemnification under this Agreement unless the Equityholders Representative Securityholders’ Agent consents to such settlement, compromise or concession, which consent shall will not be unreasonably withheld, conditioned or delayed.

Tax Contests. After the Closing, Parent and the Company Purchaser shall promptly inform the Equityholders Representative in writing Seller of the commencement subsequent to the Closing Date of any claim, audit, investigation, examination, examination or other proceeding (“Tax Contests”) relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any Indemnified Party Purchaser may be entitled to indemnification indemnity from Seller hereunder and Seller shall be entitled to control and conduct those aspects of such Tax Contests that are related exclusively to the Equityholders under this Agreement (“liability for any Taxes, the amount of which is recoverable by Purchaser from Seller hereunder. Costs of any Tax Contest are to be borne by the party controlling such Tax Contest”). After the Closing DateWith respect to a Tax Contest which Seller is entitled to control, Parent shall have the exclusive right to represent the interests of Company in any and all Tax Contests; provided, however, that the Equityholders Representative Seller shall have the right to participate determine, in its sole discretion, such issues as (i) the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Company in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such Tax Contest and to employ counsel (at the expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation. In the event that Parent proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contest, relating to the Company except that would result in an indemnification obligation by the Equityholders, the Equityholders Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent Seller shall not agree or consent to compromise or settle any Tax Contest on in a basis manner that would result in a have an adverse Tax liability of effect on the Company and its Subsidiaries for a Pre-taxable periods ending after the Closing Tax Period or liability Date without the prior written consent of the Equityholders for indemnification under this Agreement unless the Equityholders Representative consents to such settlement, compromise or concession, Purchaser (which consent shall may be not be unreasonably withheld. The Seller shall keep the Purchaser informed through the Tax Contest and the Purchaser shall be entitled to participate at its sole expense in an such Tax Contest. Purchaser or the Company, conditioned or delayedas applicable, shall deliver to Seller any power of attorney reasonably required to allow Seller and its counsel to represent the Company in connection with the Tax Contest and shall use their reasonable efforts to provide Seller with such assistance as may be reasonably requested by Seller in connection with the Tax Contest.

Tax Contests. After the Closing, Parent and the Company Purchaser shall promptly inform notify the Equityholders Representative Sellers in writing upon receipt by the Purchaser or any of its Affiliates (including the commencement Acquired Companies) of notice of any claimpending or threatened Tax audits, auditassessments, investigation, examination, claims or other proceeding disputes relating in whole or in part to Taxes for a Pre-Closing Tax Period for which any the Indemnified Party Purchaser Entities may be entitled to indemnification from the Equityholders under this Agreement Article 9 (“Tax ContestContests”). After the Closing Date, Parent shall have the exclusive right to represent the interests of Company in any and all Tax Contests; provided, however, that the Equityholders Representative The Sellers shall have the right to control any Tax Contests relating to Pre-Closing Periods; provided, that Purchaser shall be entitled to participate in such Tax Contests, the Sellers shall keep Purchaser informed of the progress of such Tax Contests (including by providing copies of any material written correspondence in connection therewith) and the Sellers shall not settle or compromise such Tax Contest and without Purchaser’s prior written consent (not to employ counsel (at the expense of the Equityholders) of its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation. In the event that Parent proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability in connection with a Tax Contest, relating to the Company that would result in an indemnification obligation by the Equityholders, the Equityholders Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Parent shall not agree or consent to compromise or settle any Tax Contest on a basis that would result in a Tax liability of the Company for a Pre-Closing Tax Period or liability of the Equityholders for indemnification under this Agreement unless the Equityholders Representative consents to such settlement, compromise or concession, which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall have the right to control any Tax Contests relating to the Acquired Companies that are not controlled by the Sellers pursuant to the previous sentence; provided, that to the extent such Tax Contests relate to Straddle Periods, then for so long as the Sellers have any remaining indemnity obligations pursuant to Section 9.01(a)(iii), the Sellers shall be entitled to participate in such Tax Contests, Purchaser shall keep the Sellers informed of the progress of such Tax Contests (including by providing copies of any material written correspondence in connection therewith) and Purchaser shall not settle or compromise such Tax Contest without the Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary, in the event of any inconsistency between this Section 6.03(d) and Section 9.03 with respect to any Tax Contest, this Section 6.03(d) shall govern.