Common use of Tax Contests Clause in Contracts

Tax Contests. If any governmental body or authority issues to the Company (i) a written notice of its intent to audit examine or conduct another proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which Sellers are liable under this Agreement without the permission of Sellers’ Representative (which will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is later.

Tax Contests. (A) If any governmental body or authority issues to the Company (i) a written claim is made by any taxing author- ity that, if successful, could result in the indemnification of Shared Technologies by RHI hereunder (an "Indemnifiable Claim"), Shared Technologies shall promptly notify RHI in writ- ing of such fact. In the event that such written notice is not given within thirty (30) days of its intent the receipt of such claim, the bobligation to audit examine or conduct another proceeding indemnify with respect to Taxes such claim shall ter- minate if RHI is thereafter unable, directly or Tax Returns indirectly, to contest such claim, pursue other administrative remedies, or ▇▇▇ for refund upon payment of the Company for periods ending on or prior to amount which is the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance subject of the foregoing claim. (B) Shared Technologies shall reduce take, and shall cause FII and VSI to take, any and all actions in connection with any audit or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any similar proceeding relating to a Pre-Deconsolidation Period, or in connection with contesting any Tax Indemnifiable Claim, as RHI shall reasonably request from time to time. RHI shall control all audits or similar proceedings relating to a Pre-Deconsolidation Period and all proceedings in connection with contesting any Indemnifiable Claim with respect and shall be entitled to Taxes utilize counsel of its own choosing in connection therewith; provided that, where the results of any such contest would have a material adverse impact on the ability of Shared Technolo- ▇▇▇▇, FII or Tax Returns VSI to obtain the benefit of any item of deduc- tion, loss or credit (a “Tax Contest”); providedor require Shared Technologies, that (iFII or VSI to recognize additional income) Sellers shall have the right to participate in any Post-Deconsolidation Period, RHI shall reasonably consult with Shared Technologies in connection with such Tax Contest contest. In connection with any such proceedings, RHI, in its sole discretion, may: pursue or forego any administrative appeal, proceedings, hearings and confer- ences with the relevant taxing authority; pay the tax claims and ▇▇▇ for a refund (where applicable law permits such refund suits) or contest the claim in any other legally permissible manner; prosecute such contest to a determination in a court of initial jurisdiction and in any applicable appellate courts; or take any other action it deems appropriate. RHI shall ▇▇▇▇- ▇▇▇▇▇ Shared Technologies for all reasonable out-of-pocket costs (including fees and disbursements of outside counsel and accountants) incurred in complying with any request by RHI pur- suant to the extent it relates to first sentence of this subparagraph (B). If costs are incurred in connection with a Tax Return for dispute involving both Pre-Deconsolidation Period and Post-Deconsolidation Periods, RHI and Shared Technologies shall agree on a period ending on or prior to the Closing Date and reasonable alloca- tion of such costs. (iiC) Purchaser and the Company Shared Technologies shall not settle or otherwise resolve other- wise compromise any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which Sellers are liable under this Agreement Indemnifiable Claim of FII and VSI without the permission of Sellers’ Representative (which will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authorityRHI's prior written consent; provided, however, that, nothing contained herein shall require Shared Technologies to contest a claim which it would otherwise be required to contest pursuant hereto if Shared Technologies shall reasonably consult with RHI with respect to such claim and shall waive payment by RHI of any amount that might otherwise be payable by RHI hereunder by way of indemnity in respect of such or any similar claim. (iD) Seller shall have paid The payments for Taxes between RHI and Shared Technologies under their agreement are not subject to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes ($4 Million Basket in Sections 11.2 and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days 11.3 of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterMerger Agreement.

Tax Contests. If If, in connection with any governmental body examination, investigation, audit or authority issues to the Company (i) a written notice other administrative or judicial proceeding in respect of its intent to audit examine or conduct another proceeding any non-Seller Group Tax Return with respect to Taxes the income or Tax Returns operations of the Company, Newco or the Sold Subsidiaries for a Pre-Closing Tax Period, any Governmental Body issues to Newco, the Company or the Sold Subsidiaries a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for periods ending on documents or prior to the Closing Date or (ii) a other information, written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written or an assertion of claim or written demand concerning Taxes or the taxable period covered by such Tax Returns for periods beginning on or prior to the Closing DateReturn, Purchaser or the Company Buyer shall notify Sellers’ Representative Seller of its receipt of such communication from the governmental body or authority such Governmental Body within ten fifteen (1015) business days Business Days after receiving such notice of deficiencycommunication. Buyer shall not, reassessmentand shall not permit Newco, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser the Company or the Company in the performance Sold Subsidiaries to, settle or otherwise resolve any issue with respect to any Taxes of the foregoing Company, Newco or the Sold Subsidiaries if such settlement or other resolution could result in Seller being liable for any amounts pursuant to this Agreement without the prior written consent of Seller. Seller shall reduce have the right to control any examination, investigation, audit or otherwise affect other administrative or judicial proceeding in respect of any non-Seller Group Tax Return of the obligations Company, Newco or liabilities of Sellers the Sold Subsidiaries for any Pre-Closing Tax Period if such examination, investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, however, that (i) Sellers Buyer, at its sole cost and expense, shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company contest; provided, further, that Seller shall not settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement examination, investigation, audit or other resolution relates to Taxes for which Sellers are liable under this Agreement administrative or judicial proceeding without the permission prior written consent of Sellers’ Representative Buyer (which will consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, further, that Seller and Buyer shall jointly control any examination, investigation, audit or other administrative or judicial proceeding in respect of Taxes for a Straddle Period. At For avoidance of doubt, Seller shall have the request of Sellers’ Representative, Purchaser and the Company shall resolve sole right to control and settle any issue related to Taxes for examination, investigation, audit or other administrative or judicial proceeding in respect of any period ending before the Closing Date on terms acceptable to Sellers’ Representative Seller Group Tax Return and the applicable taxing authority; provided, that (i) Seller Buyer shall have paid no right to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterparticipate therein.

Tax Contests. (a) If any governmental body or authority Tax Authority issues to Purchaser or the Company (i) a written notice of its intent to audit audit, examine or conduct another a proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to the any Pre-Closing Date Tax Period or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand concerning Taxes or Returns attributable to the operations or assets of the Company for any Pre-Closing Tax Period (each, a “Tax Claim”), Purchaser shall notify Seller of the receipt of such communication from the Tax Authority and shall deliver a copy of any such written communication to Seller within 10 Business Days after receiving such Tax Claim. No The failure or delay of Purchaser or the Company in the performance of the foregoing to give timely notice hereunder shall reduce or otherwise not affect the obligations or liabilities of Sellers pursuant Purchaser’s right to this Agreementindemnification hereunder, except to the extent that such delay or failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. prejudices Seller. (b) Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes attributable to the operations or Tax assets of or Returns of the Company (a “Tax Contest”); provided, that (i) Sellers Seller shall have the right to participate in any such Tax Contest to the extent it relates to Taxes or a Tax Return for a period ending on or prior Pre-Closing Tax Period and in such case Purchaser and the Company shall promptly provide Seller with copies of all written communications relating to the Closing Date Tax Contest, (ii) Purchaser shall keep Seller informed on a timely basis regarding the progress of any Tax Contest and consult with Seller with respect to any issue relating to such Tax Contest that could affect Seller, and (iiiii) Purchaser and the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in such any Tax Contest) if such settlement or other resolution relates to Taxes for which Sellers are Seller is liable under this Agreement without the permission prior written consent of Sellers’ Representative Seller (which will shall not be unreasonably withheld or delayed). . (c) At the request of Sellers’ RepresentativeSeller, Purchaser and or the Company Company, as applicable, shall resolve and settle any issue related to Taxes for any period ending before the Pre-Closing Date Tax Period on terms acceptable to Sellers’ Representative Seller and the applicable taxing authorityTax Authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or pay when entering into the settlement or other resolution due all Taxes (and other amounts) for which Sellers are Seller is liable under this Agreement as a result of such settlement or other resolutionsettlement, and (ii) the settlement or other resolution could would not result in Purchaser or the Company or any of their affiliates paying any increased Taxes (or other amounts) that Sellers are for which Seller is not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is later.

Tax Contests. If Notwithstanding anything to the contrary in this Clause 19, if, in connection with any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller’s Group Tax Return or RTI Tax Return with respect to the income or operations of the Acquired Companies for a Pre-Closing Tax Period, any governmental body or authority issues to the Company (i) Acquired Companies a written notice of its intent to an examination, investigation, audit examine or conduct another proceeding with respect to Taxes other administrative or Tax Returns of the Company judicial proceeding, a request for periods ending on documents or prior to the Closing Date or (ii) a other information, written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written or an assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Datetaxable period covered by such tax return, Purchaser or the Company Buyers shall notify Sellers’ Representative Seller of its the receipt of such communication from the such governmental body or authority within ten (10) business days 20 Business Days after receiving such notice communication. Seller shall have the right to represent its interests and to employ counsel of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”)its choice at its expense. No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) Sellers Buyers shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date proceeding at their own expense. Buyers shall not, and (ii) Purchaser and the Company shall not permit the Acquired Companies to, settle or otherwise resolve any Tax Contest (or issue with respect to any issue raised in such Tax Contest) if Taxes of the Acquired Companies to the extent that such settlement or other resolution relates could result in Seller being liable for any amounts pursuant to Taxes for which Sellers are liable under this Agreement without the permission prior written consent of Sellers’ Representative (Seller, which will consent shall not be unreasonably withheld withheld, conditioned, or delayed). At Seller shall have the request right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of Sellersany non-Seller’s Group Tax Return of the Acquired Companies for any Pre-Closing Tax Period to the extent that such examination, investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement; provided that Buyers, at Buyers’ Representativesole cost and expense, Purchaser and shall have the Company right to participate in any such contest. Seller are not entitled to settle, either administratively or after the commencement of litigation, that portion of a Tax proceeding for which Buyers may incur an indemnification obligation or that would result in increased Liability for Buyers for Taxes attributable to a Post-Closing Tax Period without the prior written consent of Buyers, which consent shall resolve not be unreasonably withheld, conditioned, or delayed. For avoidance of doubt, Seller shall have the sole right to control and settle any issue related to Taxes for examination, investigation, audit or other administrative or judicial proceeding in respect of any period ending before the Closing Date on terms acceptable to Sellers’ Representative Seller’s Group Tax Return and the applicable taxing authority; provided, that (i) Seller Buyer shall have paid no right to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterparticipate therein.

Tax Contests. If (a) The Seller shall have the exclusive right to represent the interests of the Company in any governmental body and all Tax audits, assessments or authority issues administrative or court proceedings (“Tax Proceedings”) relating to Tax Returns for Tax periods (or portions thereof) that end on or prior to the Company Closing Date to the extent that such Tax Proceeding (i) a written notice may affect the Tax liability of its intent to audit examine the Seller or conduct another proceeding with respect to Taxes or Tax Returns of the Company for periods any Tax period ending on or prior to the Closing Date or any Straddle Period or (ii) may give rise to a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to Seller indemnification obligation under this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, however, that (i) Sellers Purchaser shall have the right right, at its sole expense, to participate in any such Tax Contest Proceeding and to employ counsel of its choice (which counsel shall be reasonably acceptable to the Seller) for purposes of such participation to the extent it relates that any compromise, settlement, consent or agreement in such Tax Proceeding would have a material adverse effect on Purchaser and its Affiliates after the Closing Date. The Seller and Purchaser shall jointly agree on the conduct of any Tax Proceedings relating to a any Straddle Period Tax Return to the extent that the Seller may have an indemnification obligation with respect to such Straddle Period Tax Return under this Agreement. (b) In the event that Purchaser proposes to compromise or settle any Tax claim, or consent or agree to any Tax liability relating to the Acquired Companies for any Tax period ending on or before the Closing Date or any Straddle Period, the Seller shall have the right to review such proposed compromise, settlement, consent, agreement or amendment. Without the prior written consent of the Seller, which shall not be unreasonably withheld or delayed, Purchaser shall not agree or consent to compromise or settle any issue or claim arising in any such Tax Proceeding, or otherwise agree to or consent to any Tax liability, to the extent that any such compromise, settlement, consent, agreement or amendment may affect the Tax liability of the Seller or the Company (or any Tax Group of which the Seller or any Acquired Company is a member) for any Tax period ending on or prior to the Closing Date and or any Straddle Period. (iic) Purchaser and shall promptly notify the Seller in writing upon receipt by Purchaser or any Affiliate of Purchaser (including the Company) of any pending or threatened Tax Proceedings relating to the income, properties or operations of the Company shall not settle or otherwise resolve for any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which Sellers are liable under this Agreement without the permission of Sellers’ Representative (which will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before on or prior to the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterStraddle Period.

Tax Contests. If Notwithstanding anything to the contrary in this Article 10, if, in connection with any governmental body examination, investigation, audit or authority other administrative or judicial proceeding in respect of any non-Seller Group Tax Return with respect to the income or operations of the Acquired Companies for a Pre-Closing Tax Period, any Governmental Body issues to the Company (i) Acquired Companies a written notice of its intent to an examination, investigation, audit examine or conduct another proceeding with respect to Taxes other administrative or Tax Returns of the Company judicial proceeding, a request for periods ending on documents or prior to the Closing Date or (ii) a other information, written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written or an assertion of claim or written demand concerning Taxes or the taxable period covered by such Tax Returns for periods beginning on or prior to the Closing DateReturn, Purchaser or the Company Buyer shall notify Sellers’ Representative Seller of its receipt of such communication from the governmental body or authority such Governmental Body within ten (10) business days 20 Business Days after receiving such notice communication. Seller shall have the right to represent its interests and to employ counsel of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”)its choice at its expense. No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) Sellers Buyer shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date proceeding at its own expense. Buyer shall not, and (ii) Purchaser and the Company shall not permit the Acquired Companies to, settle or otherwise resolve any Tax Contest (or issue with respect to any issue raised in such Tax Contest) if Taxes of the Acquired Companies to the extent that such settlement or other resolution relates could result in Seller being liable for any amounts pursuant to Taxes for which Sellers are liable under this Agreement without the permission prior written consent of Sellers’ Representative (Seller, which will consent shall not be unreasonably withheld withheld, conditioned, or delayed). At Seller shall have the request right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of Sellers’ Representativeany non-Seller Group Tax Return of the Acquired Companies for any Pre-Closing Tax Period to the extent that such examination, Purchaser investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement; provided that Buyer, at its sole cost and expense, shall have the Company right to participate in any such contest. Seller is not entitled to settle, either administratively or after the commencement of litigation, that portion of a Tax proceeding for which Buyer may incur an indemnification obligation or that would result in increased Liability for Buyer for Taxes attributable to a Post-Closing Tax Period without the prior written consent of Buyer, which consent shall resolve not be unreasonably withheld, conditioned, or delayed. For avoidance of doubt, Seller shall have the sole right to control and settle any issue related to Taxes for examination, investigation, audit or other administrative or judicial proceeding in respect of any period ending before the Closing Date on terms acceptable to Sellers’ Representative Seller Group Tax Return and the applicable taxing authority; provided, that (i) Seller Buyer shall have paid no right to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterparticipate therein.

Tax Contests. (a) If any governmental body or authority Governmental Authority issues to the Company any Purchased Business Subsidiary (i) a written notice of its intent to audit audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of such Purchased Business Subsidiary or otherwise imposed on the Company Purchased Business for periods ending on or prior to the any Pre-Closing Date Tax Period or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from Purchased Business Subsidiary or otherwise imposed on the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand Purchased Business for any Pre-Closing Tax Period (each, a “Tax Claim”), Purchaser or such Purchased Business Subsidiary shall notify the Company in writing of the receipt of such communication from the Governmental Authority within fifteen (15) days after receiving such Tax Claim. No failure or delay of Purchaser or the Company such Purchased Business Subsidiary in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to the Company under this Agreement, except to the extent that such failure precludes or delay shall preclude otherwise prejudices the Company from defending against any liability or claim for Taxes that Sellers the Company is obligated to pay hereunder. Purchaser and the . (b) The Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns of any Purchased Business Subsidiary or otherwise imposed on the Purchased Business to the extent it relates to Taxes or a Tax Return for a Pre-Closing Tax Period (a “Tax Contest”); provided, provided that (i) Sellers Purchaser shall have the right to participate in any such Tax Contest and the Company shall provide Purchaser with copies of all written communications relating to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and Contest, (ii) the Company shall keep Purchaser informed regarding the progress of any Tax Contest and consult with Purchaser with respect to any issue relating to such Tax Contest that could have a materially adverse effect on the Purchased Business Subsidiaries, and (iii) the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in such any Tax Contest) if such settlement or other resolution relates to would materially adversely affect Taxes for which Sellers are the Company is not liable under this Agreement without the permission of Sellers’ Representative Purchaser (which will shall not be unreasonably withheld withheld, conditioned or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related timely provide (or cause to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; be provided, that (i) Seller shall have paid to the Company powers of attorney in order to permit the Company to exercise its rights to control any such Tax Contests. For the avoidance of doubt, this Section 8.5(b) shall not apply to any Taxes or Purchaser Tax Return with respect to a Purchased Business Subsidiary that is paid or the applicable governmental authority prior to or when entering into the settlement filed on a consolidated, combined, unitary or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or group basis with the Company or any of their affiliates paying any Taxes its Subsidiaries (or other amountsthan a Purchased Business Subsidiary). (c) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which pursuant to this Section 8.5 that creates a deficiency in any Taxes for which the Sellers are Company is liable under this Agreement, Sellers the Company shall promptly pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterpayment.

Tax Contests. If any governmental body or authority issues to the Company (i) a written notice of its intent to audit audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative Sellers of its receipt of such communication from the governmental body or authority within ten thirty (1030) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”)demand. No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that the Sellers is are obligated to pay hereunder. The Purchaser and the Company shall control any examination, investigation, audit, or other proceeding relating to in respect of any Tax Claim with respect to Return or Taxes or Tax Returns of the Company (a “Tax Contest”); provided, that (i) the Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which the Sellers are liable under this Agreement without the permission of Sellers’ Representative the Sellers (which will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative Sellers and the applicable taxing authority; provided, authority provided that (i) Seller the Sellers shall have paid to the Company or the Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which that the Sellers are liable for under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in the Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that the Sellers are not required to fully indemnify the Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three ten (310) days of the action by any Tax being due authority that is final or, if not final, is acquiesced in by Sellers during the course of any audit or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is laterany proceeding relating to Taxes.

Tax Contests. If any governmental body or authority issues to the Company (i) Purchaser shall deliver a written notice to the Seller in writing promptly following any demand, claim, or notice of its intent to audit examine commencement of a claim, proposed adjustment, assessment, examination or conduct another other administrative or court proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to which the Closing Date or Seller may be liable (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”) and shall describe in reasonable detail (to the extent known by Purchaser or the Company) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses, if any (the “Tax Claim Notice”); provided, that . (i) Sellers With respect to Tax Contests for Taxes of the Company for a taxable period ending on or before the Second Closing Date, the Seller may elect to assume and control the defense of such Tax Contest by written notice to Purchaser within sixty (60) days after delivery by Purchaser to the Seller of the Tax Claim Notice. If the Seller elects to assume and control the defense of such Tax Contest, he (A) shall bear her own costs and expenses, (B) shall be entitled to engage her own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or sue for refund where applicable Law permits such refund suit, or (3) contest, settle or compromise the Tax Contest in any permissible manner, and Purchaser shall (and shall cause its Affiliates including the Company) to cooperate with the Seller in pursuing such Tax Contest (including by providing appropriate powers of attorney and executing any and all agreements, instruments and other documents that are necessary or appropriate in connection with the settlement or compromise of any Tax Contest). If the Seller elects to assume the defense of any Tax Contest, the Seller shall keep Purchaser reasonably informed of all material developments and events relating to such Tax Contest, and Purchaser shall have the right to participate in (but not control) the defense of such Tax Contest at its own cost and expense. (ii) In connection with any Tax Contest that relates to Taxes of the Company for a taxable period ending on or before the Second Closing Date that the Seller does not elect to control pursuant to Section 6.03(e)(i) above, such Tax Contest shall be controlled by Purchaser (at its own cost and expense) and the Seller agrees to cooperate with Purchaser in pursuing such Tax Contest, provided, however, that none of Purchaser or its Affiliates (including the Company) shall enter into any settlement or compromise with respect to any such Tax Contest to the extent it that relates to a Tax Return Taxes of the Company for a taxable period ending on or prior to before the Second Closing Date ​ ​ ​ without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any Tax Contest that is described in this Section 6.03(e)(ii) and controlled by Purchaser, Purchaser shall keep the Seller reasonably informed of all material developments and events relating to such Tax Contest and, at its own cost and expense, the Seller shall have the right to participate in (iibut not control) the defense of such Tax Contest. (iii) Purchaser and the Company Seller shall not settle or otherwise resolve jointly control (at each party’s own cost and expense) all Tax Contests relating to Straddle Periods of the Company. The Parties agree to cooperate with each other in pursuing any such Tax Contest (including by Purchaser providing or causing to be provided powers of attorney) and neither Purchaser nor the Seller shall (or shall permit any issue raised in such of their Affiliates including the Company) to settle a Tax Contest) if such settlement or other resolution relates Contest relating to Taxes for which Sellers are liable under this Agreement a Straddle Period of the Company without the permission of Sellers’ Representative (other Party’s prior written consent, which will consent shall not be unreasonably withheld withheld, conditioned or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is later.

Tax Contests. (a) If any governmental body party (or authority issues to the Company (iany of their Affiliates) a receives any written notice from any governmental authority of its intent to audit examine or conduct another proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to the Closing Date or (ii) a written any proposed adjustment, adjustment, notice of deficiency, a written notice of reassessmentassessment, a written proposed adjustmentaudit, a written assertion of examination, suit, or other claim or written demand concerning Taxes administrative or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any judicial proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “"Tax Contest”); providedClaim") with respect to any Tax or Taxable Period for which the other party may be obligated to provide indemnification under this Agreement, that such party shall (i) Sellers shall have the right to participate in any such Tax Contest give prompt written notice thereof to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which Sellers are liable under this Agreement without the permission of Sellers’ Representative (which will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolutionparty, and (ii) furnish the settlement or other resolution could not result in Purchaser or party with copies of all relevant correspondence received from the Company or any governmental authority. The failure to give such notice shall eliminate the indemnification obligations of their affiliates paying any Taxes the other party hereunder if and to the extent that such failure materially prejudices the rights of the other party. (or other amountsb) that Sellers are not required Seller and its duly appointed representatives shall have the sole right to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment control and make all decisions with respect to any Tax Return which creates Claim relating to (i) a deficiency Taxable Period of the Company ending on or before the Closing Date, or (ii) any other issue that could result in any Taxes for which the Sellers are liable Seller being obligated to provide indemnification under this Agreement, Sellers shall pay to Purchaser or . Without limiting the applicable governmental authority the amount of such deficiency in Taxes within three (3) days generality of the foregoing, Seller may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax being authority with respect to such Tax Claim, and may in its sole discretion either pay any Tax asserted to be due and sue ▇▇▇ a refund where applicable law permits or three (3) days after written demand for payment contest or after final resolution settle the Tax Claim in any legally permissible manner. Buyer or Company, as appropriate, shall execute or cause to be executed such powers of attorney or other documents as may be necessary to enable Seller to take all actions it deems appropriate with respect to such Tax Claim. Seller shall keep Buyer reasonably informed of the nature of all actions taken with respect to such Tax Claim, shall consult in good faith with Buyer with respect to the contest of such Tax ContestClaim and shall permit Buyer to review and comment on all material written submissions with respect to such Tax Claim. If Seller does not assume the defense of any Tax Claim described in this Section 7.6(b), whichever is laterBuyer or Company may defend the same in such manner as it may deem appropriate, including but not limited to settling such Tax Claim with the consent of Seller, which consent shall not be unreasonably withheld. (c) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of Company for any Straddle Period. Neither Seller nor Buyer shall settle any such Tax claim without the prior written consent of the other. (d) Seller and Buyer shall each bear its own expenses incurred in connection with the contest by such party of any Tax Claims.

Tax Contests. If any governmental body or authority issues to the Company (i) a written The Target Companies' Representative shall have the right, at the Partners' expense to control any audit or examination by any taxing authority, and to contest, resolve, and defend against any assessment, notice of its intent deficiency, or other adjustment or proposed adjustment relating to audit examine or conduct another any and all Taxes of any of the Acquired Corporations, for any Tax proceeding with respect to Taxes or Tax the S corporation Returns of the Company for periods ending on or prior before the Closing. With respect to the Closing Date items described in the preceding sentence, the Target Companies' Representative shall consult with Landec with respect to such proceedings and shall not settle any such proceedings, or file any amended return relating to such proceedings without the consent of Landec, which consent shall not be unreasonably withheld. (ii) a written Except as provided in the preceding paragraph, Landec shall have the right, at its expense, to control any audit or examination by any taxing authority, and to contest, resolve and defend against any assessment, notice of deficiency, a written notice deficiency or other adjustment or proposed adjustment relating to any and all Taxes of reassessment, a written proposed adjustment, a written assertion any of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior the Acquired Corporations. With respect to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company items described in the performance preceding sentence, Landec shall consult with the Target Companies' Representative with respect to the resolution of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except any such proceedings to the extent that such failure or delay shall preclude resolution would result in the Company from defending against Partners having any liability for taxes or claim for Taxes that Sellers is obligated having an obligation to pay hereunder. Purchaser indemnify under this Agreement, and the Company shall control Landec will not settle any proceeding such proceedings or file any amended return relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to without the Closing Date and consent of the Target Companies' Representative (ii) Purchaser and the Company which consent shall not settle or otherwise resolve any Tax Contest (or any issue raised in such Tax Contestunreasonably be withheld) if such settlement or other resolution relates to Taxes for which Sellers are liable under this Agreement without the permission of Sellers’ Representative (which will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not amendment would result in Purchaser the Partners having any liability for Taxes or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required having an obligation to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is later.

Tax Contests. If any governmental body or authority issues to the Company (i) Purchaser shall deliver a written notice to the Seller in writing promptly following any demand, claim, or notice of its intent to audit examine commencement of a claim, proposed adjustment, assessment, examination or conduct another other administrative or court proceeding with respect to Taxes or Tax Returns of the Company for periods which the Seller may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by Purchaser or the Company) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses, if any (the “Tax Claim Notice”). (i) With respect to Tax Contests for Taxes of the Company for a taxable period ending on or prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to before the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt Seller may elect to assume and control the defense of such communication from the governmental body or authority Tax Contest by written notice to Purchaser within ten sixty (1060) business days after receiving delivery by Purchaser to the Seller of the Tax Claim Notice. If the Seller elects to assume and control the defense of such notice Tax Contest, she (A) shall bear her own costs and expenses, (B) shall be entitled to engage her own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit, or (3) contest, settle or compromise the Tax Contest in any permissible manner, and Purchaser shall (and shall cause its Affiliates including the Company) to cooperate with the Seller in pursuing such Tax Contest (including by providing appropriate powers of deficiencyattorney and executing any and all agreements, reassessment, adjustment instruments and other documents that are necessary or assertion appropriate in connection with the settlement or compromise of claim or demand (each, a “any Tax Claim”Contest). No failure or delay If the Seller elects to assume the defense of any Tax Contest, the Seller shall keep Purchaser or the Company in the performance reasonably informed of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser all material developments and the Company shall control any proceeding events relating to any Tax Claim with respect to Taxes or Tax Returns (a “such Tax Contest”); provided, that (i) Sellers and Purchaser shall have the right to participate in (but not control) the defense of such Tax Contest at its own cost and expense. (ii) In connection with any Tax Contest that relates to Taxes of the Company for a taxable period ending on or before the Closing Date that the Seller does not elect to control pursuant to Section 6.3(e)(i), such Tax Contest shall be controlled by Purchaser (at its own cost and expense) and the Seller agrees to cooperate with Purchaser in pursuing such Tax Contest, provided, however, that none of Purchaser or its Affiliates (including the Company) shall enter into any settlement or compromise with respect to any such Tax Contest to the extent it that relates to a Tax Return Taxes of the Company for a taxable period ending on or prior to before the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. In connection with any Tax Contest that is described in this Section 6.3(d)(ii) and controlled by Purchaser, Purchaser shall keep the Seller reasonably informed of all material developments and events relating to such Tax Contest and, at its own cost and expense, the Seller shall have the right to participate in (iibut not control) the defense of such Tax Contest. (iii) Purchaser and the Company Seller shall not settle or otherwise resolve jointly control (at each party’s own cost and expense) all Tax Contests relating to Straddle Periods of the Company. The Parties agree to cooperate with each other in pursuing any such Tax Contest (including by Purchaser providing or causing to be provided powers of attorney) and neither Purchaser nor the Seller shall (or shall permit any issue raised in such of their Affiliates including the Company) to settle a Tax Contest) if such settlement or other resolution relates Contest relating to Taxes for which Sellers are liable under this Agreement a Straddle Period of the Company without the permission of Sellers’ Representative (other Party’s prior written consent, which will consent shall not be unreasonably withheld withheld, conditioned or delayed). At the request of Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (3) days of the Tax being due or three (3) days after written demand for payment or after final resolution of such Tax Contest, whichever is later.