Common use of Tax Controversy Clause in Contracts

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. (a) The Executive Estates shall notify have the right, but not the obligation, to exclusively represent the interests of the Company and/or its Subsidiaries in writing any Tax audit or administrative or court proceeding relating to Taxes for all periods ending on or prior to the Closing Date. Buyer agrees that it will cooperate fully, and shall cause the Company and/or its Subsidiaries to cooperate fully, with the Estates and their counsel in the defense against or compromise of any claim by in any such proceeding. (b) The Estates (or the Internal Revenue Service thatEstate Representative) shall have the right, if successfulbut not the obligation, would require to jointly represent the payment by interests of the Company of an Underpaymentand/or its Subsidiaries in any Tax audit or administrative or court proceeding relating to Straddle Period Returns. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim Buyer agrees that it will cooperate fully, and shall apprise cause the Company and/or its Subsidiaries to cooperate fully, with the Estates and their counsel in the joint defense against or compromise of any claim in any such proceeding. Neither the nature of such claim and Estates, on the date one hand, nor the Buyer, on which such claim is requested the other hand, shall settle any dispute relating to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice a Tax liability attributable to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contestSubsidiary, as the case may be, for a Straddle Period Return without the consent of the other; provided, however, that, if the Estates propose to accept a settlement and the Buyer does not consent thereto, the Estates' liability under Article X in respect of such Tax liability shall be limited to the portion of the proposed settlement amount attributable to the portion of such Straddle Period Return that constitutes an Excluded Tax. The Estates and the Buyer shall each bear their own costs, fees and expenses paid to third parties in the course of such proceeding. (c) If any other issue raised Taxing Authority asserts a claim, makes an assessment or otherwise disputes or affects any Taxes for which the Estates are responsible hereunder, the Buyer shall, promptly upon receipt by the Internal Revenue Service Buyer, the Company or any other taxing authoritythe Subsidiaries of notice thereof, inform the Estates. The failure of Buyer to timely forward such notification in accordance with the immediately preceding sentence shall not relieve the Estates of their obligation to pay such liability for Taxes except and to the extent that the failure to timely forward such notification actually prejudices the ability of the Estates to contest such liability for Taxes or increases the amount of such Taxes.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. (a) The Executive shall Buyer Tax Indemnified Parties will promptly notify the Company Sellers in writing (a “Tax Claim Notice”) upon the discovery of any matter that may give rise to a claim by for indemnity against a Sellers pursuant to Section 7.1(a) for which the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested Buyer Tax Indemnified Parties intend to be paid. The Executive shall not pay such claim prior seek indemnity pursuant to the expiration of the thirty-day period following the date on which it gives such notice to the Company this Article VII (or such shorter period ending on the date that any payment of taxes with respect to such claim is duea “Tax Claim”). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that failure to comply with this clause shall affect Sellers’ indemnification obligation hereunder only to the Company extent that Sellers’ ability to control such Tax Claim is adversely and materially affected by such failure. A Tax Claim Notice shall bear and pay directly all costs and expenses contain a summary of the facts (including additional interest and penaltiesset forth with reasonable specificity) incurred in connection with such contest and shall indemnify and hold underlying or relating to the Executive harmlessrelevant claim, on an after-tax basis, for any Excise Tax correspondence or income tax (including interest and penalties notice received from any third party with respect thereto, a statement that the Buyer Tax Indemnified Parties seek indemnification for Taxes relating to such claim, and the basis thereof. (b) imposed Upon providing written notice to Buyer within 15 days of receiving a Tax Claim Notice that acknowledges liability for all Taxes and Losses relating to the relevant Tax Claim, Sellers, at their expense, shall have the right to control the conduct of the defense of any Tax Claim that involves solely a matter for which Sellers shall be liable and against which Sellers are required to indemnify the Buyer Tax Indemnified Parties; provided that Buyer (at its expense) shall have the right to participate in the conduct of the defense of any Tax Claim controlled by Sellers. With respect to issues relating to a potential adjustment for which both Sellers (as evidenced by their acknowledgment under this paragraph) and the Buyer Tax Indemnified Parties could be liable, (i) each party may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this paragraph by Sellers and Buyer. Neither Buyer nor Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding that would adversely affect the other party for such year or a result subsequent year without the written consent of such representation and payment of costs and expensesthe other party, which consent may not be unreasonably withheld. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company Buyer (at its expense) shall control the conduct of all proceedings taken other Tax Claims. The Buyer Tax Indemnified Parties and Sellers agree to cooperate in connection with such contest and, at its sole option, may pursue the defense against or forgo compromise of any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one audit or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authorityproceeding.

Tax Controversy. The Executive Seller, at its expense, shall notify have the right to control the conduct of the defense of any audit, claim, proceeding, investigation, or other controversy relating to Taxes of the Company or the Subsidiaries ("Tax Claim") to the extent such matter relates solely to matters for which Seller is required to indemnify the Purchaser against (with Seller acknowledging such liability and indemnity obligation to Purchaser in writing the form of any claim by the Internal Revenue Service thatwritten notice, if successful, would require the payment by the Company of an Underpayment. Such notification which shall be given as soon as practicable but no later than ten business provided to Purchaser within thirty (30) days after the Executive is informed in writing of Seller becoming aware of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claimTax Claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that Seller will not have the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with right to settle any such contest and shall indemnify and hold Tax Claim if the Executive harmless, on an after-tax basis, for any Excise Tax resolution or income tax (including interest and penalties with respect thereto) imposed as a result determination of such representation and payment of costs and expensesTax Claim is reasonably likely to adversely affect a Purchaser Indemnified Party without first obtaining the Purchaser's written consent, such consent to not be unreasonably withheld, conditioned or delayed. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company Purchaser shall control the conduct of all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determineother Tax Claims; provided, however, that if Purchaser shall not have the Company directs the Executive right to pay settle any such claim and sxx for a refund, the Company shall advance the amount of such payment Tax Claim to the Executiveextent such Tax Claim is reasonably likely to adversely affect Seller without first obtaining Seller's written consent, on an interest-free basis and shall indemnify and hold the Executive harmlesssuch consent to not be unreasonably withheld, on an after-tax basis, from any Excise Tax conditioned or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydelayed.

Tax Controversy. The Executive (i) DFHT shall promptly notify the applicable Seller upon receipt by DFHT or any Affiliate thereof (including the Company in writing Group after the Closing Date) of written notice of any claim by the Internal Revenue Service thatinquiries, if successfulclaims, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date assessments, audits or similar events with respect to Taxes relating to a taxable period ending on which such claim is requested to be paid. The Executive shall not pay such claim or prior to the expiration Closing Date for which such Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). (ii) With respect to any Tax Matter for Income Taxes with respect to a member of the thirty-day period following the date on which it gives such notice CareMax Company Group relating solely to the Company (or such shorter a Tax period ending on or before the date that Closing Date, the CareMax Group shall have the authority, at its sole cost and expense, to represent the interests of the CareMax Company Group before any payment of taxes with respect Tax Authority or any court and shall have the right to such claim is due). If control the Company notifies the Executive in writing prior to the expiration defense, compromise or other resolution of such period that it desires Tax Matter, including responding to contest inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claimTax Matter; provided, however, that neither the CareMax Group nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter without the prior written consent of DFHT, which consent shall not be unreasonably withheld, conditioned or delayed. The CareMax Group shall (i) keep DFHT reasonably well informed with respect to the commencement, status and nature of any Tax Matter, (ii) allow DFHT, at their sole cost, to participate in any such proceeding and (iii) allow DFHT to make comments to the CareMax Group regarding the conduct of or positions taken in any such proceeding. (iii) With respect to all other Tax Matters, DFHT shall have the authority to represent the interests of the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection Group with respect to such contest Tax Matter before any Tax Authority or any court and shall indemnify and hold have the Executive harmlessright to control the defense, on an after-tax basis, for any Excise Tax compromise or income tax (including interest and penalties with respect thereto) imposed as a result other resolution of such representation Tax Matter, including responding to inquiries, filing Tax Returns and payment contesting, defending against and resolving any assessment for additional Taxes or notice of costs and expenses. Without limitation on the foregoing provisions Tax deficiency or other adjustment of this Paragraph 6(d)Taxes of, the Company shall control all proceedings taken in connection with or relating to, such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determineTax Matters; provided, however, that if neither DFHT nor any of their Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that would increase the Company directs Tax liability of any Seller or would have an adverse effect on such Seller under this Agreement without the Executive to pay such claim and sxx for a refund, the Company shall advance the amount prior written consent of such payment to the ExecutiveSeller, on an interest-free basis and which consent shall indemnify and hold the Executive harmlessnot be unreasonably withheld, on an after-tax basis, from any Excise Tax conditioned or income tax delayed. DFHT shall (including interest or penalties with respect theretoi) imposed keep such Seller reasonably well informed with respect to the commencement, status and nature of any such advance Tax Matter, (ii) allow such Seller, at its sole cost, to participate in any such proceeding and (iii) allow such Seller to make comments to DFHT regarding the conduct of or with respect to positions taken in any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authorityproceeding.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Underpayment Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or to contest the claim in any permissible mannermanner , and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, howeverhowever , that if the Company directs the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (a) Sellers or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contestBuyer, as the case may be, will notify the other party in writing within 30 days (a “Tax Claim Notice”) of its discovery of any other issue raised matter that may give rise to a claim for indemnity by the Internal Revenue Service Buyer Tax Indemnified Parties pursuant to this Article VIII (a “Tax Claim”); provided, however, that failure to comply with this clause by Buyer shall not affect Sellers' indemnification obligation hereunder except only to the extent Sellers’ ability to control such Tax Claim is adversely and materially affected by such failure. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, and if provided by Buyer, a statement that Buyer seeks indemnification for Taxes relating to such claim. (b) (i) Sellers, at their expense, shall have the right to control the conduct of the defense of any Tax Claim that involves solely a matter for which Sellers shall be liable and are required to indemnify the Buyer Tax Indemnified Parties against; provided, that (1) Buyer is provided written notice within 15 days of receiving a Tax Claim Notice (which will include Sellers acknowledgement that it is liable for all Taxes and Losses of the Buyer Tax Indemnified Parties that result or arise from such Tax Claim) that Sellers have elected to control the defense of such Tax Claim and (2) Sellers' will not have the right to control or settle any such Tax Claim if the resolution or determination of such Tax Claim could materially adversely affect or prejudice any of the Buyer Tax Indemnified Parties, on an aggregate or individual basis, which for purposes of this provision ‘‘materially’’ shall be determined by reference solely to the Company to which such claim relates as it exists as of the Closing Date. Buyer shall control the conduct of all other taxing authorityTax Claims. Buyer shall have the right to participate in the conduct of the defense of any Tax Claim controlled by Sellers and Sellers (at their expense) will have the right to participate in any Tax Claim that is not controlled by Sellers; provided, that such Tax Claim (i) relates solely to the Companies and (ii) could adversely affect Sellers. (c) Notwithstanding any provision in this Agreement to the contrary, the parties agree that they will not settle, compromise or agree to any Tax adjustment with respect to any Tax Claim without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, if such compromise, settlement or agreement materially affects or could materially affect the other party’s Tax liability; provided, however, that Buyer shall have the right to settle or compromise any such proceeding if such proceeding does not relate solely to the Companies.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation contest and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation contest and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Tax Controversy. (a) The Executive shall notify Sellers or Buyer (the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due"Tax Indemnified Party"). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, will notify the other party (the "Tax Indemnifying Party") in writing within 30 days (a "Tax Claim Notice") of its discovery of any other issue raised by matter that may give rise to a claim for indemnity against a Tax Indemnified Party pursuant to Section 8.1(a) for which the Internal Revenue Service Buyer Tax Indemnified Parties intend to seek indemnity pursuant to this Article VIII (a "Tax Claim"); provided, that the failure to provide such notice shall not prejudice the Tax Indemnified Party's right to indemnification hereunder except to the extent that the Tax Indemnifying Party is actually adversely and materially prejudiced thereby. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, a statement that the Buyer seeks indemnification for Taxes relating to such claim and the basis thereof. (b) Upon providing written notice to Buyer within ten (10) Business Days of receiving a Tax Claim Notice, the Sellers, at their expense, shall have the right to control the conduct of the defense of any Tax Claim that involves solely a matter for which the Sellers are reasonably likely to be liable for and will be required to indemnify the Buyer, the Company or any Acquired Company Subsidiary against (with Sellers acknowledging such liability for all Taxes and Losses relates to such Tax Claim on the written notice provided to Buyer); provided, that Sellers will not have the right to settle any such Tax Claim without Buyer's consent (which shall not be unreasonably withheld) if the resolution or determination of such Tax Claim could adversely affect or prejudice the Buyer, the Company or any Acquired Company Subsidiary. The Tax Indemnifying Party and its counsel shall proceed with diligence and in good faith with respect to the control of the defense of any Tax Claim for which a Tax Indemnified Party has made the election to control provided herein. Notwithstanding the Tax Indemnifying Party's election to assume the defense of such Tax Claim, the Tax Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Tax Claim, and the Tax Indemnifying Party shall bear the expense of one firm of such separate counsel, if and only if (i) use of counsel of the Tax Indemnifying Party's choice would give rise to a conflict of interest, or (ii) the Tax Indemnifying Party shall not have employed counsel reasonably satisfactory to the Tax Indemnified Party to represent the Tax Indemnified Party within a reasonable time after notice of the assertion of any such Tax Claim. Buyer shall control the conduct of all other taxing authorityTax Claims. The Buyer shall have the right to participate in the conduct of the defense of any Tax Claim controlled by Sellers and the Sellers (at their expense) will have the right to participate in any Tax Claim that is not controlled by Sellers that involves any matter for which the Sellers would be obligated to indemnify a Buyer Tax Indemnified Party.

Tax Controversy. The Executive After the Closing, each of Purchaser, the Acquired Companies and the Seller shall promptly notify each of the Company other parties in writing upon receipt of any written notice of any pending or threatened Tax proceeding or similar claim by relating to Taxes of any Acquired Company (“Tax Claim”) for which the Internal Revenue Service thatSeller could be liable pursuant to this Agreement; provided, if successfulhowever, would require that the payment by failure to so notify shall not relieve the Company Seller of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after any liability hereunder except to the Executive extent the Seller is informed in writing of such claim actually and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paidmaterially prejudiced thereby. The Executive Seller shall not pay have the sole right to employ counsel of its choice at its expense and to control the defense of all such claim prior to Tax Claims for which the expiration Seller is liable under this Agreement for the full amount of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes Tax payable with respect to such claim is due). If or proceeding (a “Seller’s Tax Contest Claim”) and shall bear the Company notifies the Executive in writing prior to the expiration full cost of such period that it desires to contest such claim, the Executive shall: (i) give the Company pursuing any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive Purchaser shall be entitled to settle participate in the defense of such Tax Claim, at its expense, with counsel of its choosing and the Seller shall not agree to the settlement of any such Tax Claim or contestproceeding that would have an adverse effect on any Acquired Company without Purchaser’s consent, as which will not be unreasonably withheld, conditioned or delayed. None of Purchaser, the case may beAcquired Companies and their respective Subsidiaries and Affiliates will agree to any settlement of any such Tax Claim without the prior written consent of the Seller, which will not be unreasonably withheld, conditioned or delayed. Purchaser shall, at the Seller’s expense, make available or shall cause the applicable Acquired Company to make available to the Seller any and all books and records of such Acquired Company and other issue raised documents reasonably requested by the Internal Revenue Service or Seller and shall make available employees of such Acquired Company to enable the Seller to defend any other taxing authority.Seller’s Tax Contest Claim and shall cooperate with the Seller in defense of such

Tax Controversy. The Executive Purchaser shall notify the Company Seller in writing promptly upon learning of any claim by audit, inquiry, examination or administrative or judicial proceeding (a “Tax Controversy”) that could result in a determination of Tax liability for which Seller may have an indemnification obligation hereunder. The Seller shall notify the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed Purchaser in writing promptly upon learning of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice any Tax Controversy regarding Taxes related to the Company (or any of its Subsidiaries. The failure to promptly provide notice shall not relieve the party to which such shorter period ending on the date that notice was not promptly provided of any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior liability it may have hereunder, except to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, extent that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with party to which such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed notice was not promptly provided demonstrates actual prejudice as a result of such representation and payment failure. (i) In the case of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 6(d)any Tax Controversy that could result in a determination with respect to Taxes for which Seller may have an indemnification obligation hereunder, the Seller shall have the right, at the Seller’s sole cost and expense, to control the conduct of such Tax Controversy. The Seller shall keep the Purchaser reasonably informed of the progress of any such Tax Controversy and, if it appears in the sole discretion of the Purchaser, that such Tax Controversy may reasonably be expected to adversely affect the Company or any of its Subsidiaries or the successors thereto, the Purchaser also may participate in such Tax Controversy (although Seller shall continue to control all proceedings taken such Tax Controversy). If the Seller does not assume the defense of any such Tax Controversy, of which it has received notice from Purchaser, the Purchaser may defend and settle the same in connection with such contest andmanner as it may reasonably deem appropriate, at the Seller’s sole cost and expense, but shall be required to keep Seller reasonably informed of the progress of such Tax Controversy and Seller shall have the right to assume control of such Tax Controversy at any time upon the provision of written notice of such to Purchaser. (ii) In the event that a potential Tax adjustment as to which the Seller may have an indemnification obligation hereunder is present in the same proceeding as a separate potential adjustment involving a different issue for which the Company or any of its Subsidiaries may be liable and for which Seller will not have any indemnification obligation under this Agreement, the Seller shall have the right, at its sole optioncost and expense, may pursue or forgo any to control the Tax Controversy with respect to the former potential adjustment and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and mayPurchaser shall have the right, at its sole optioncost and expense, either direct to control the Executive to pay the tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed Controversy with respect to the latter potential adjustment. (iii) Except as otherwise provided in Section 8.4(j)(i), where Purchaser is permitted to participate in, defend or control a Tax Controversy under this Section 8.4(j), it shall do so at its own cost and expense and it shall not be permitted to take a position in such advance proceeding that is inconsistent with the positions taken on the Tax Returns filed by or with respect to any imputed income the Company and its Subsidiaries for a Tax period beginning on or prior to the Closing Date. Where inconsistent positions have been taken by the Company and its Subsidiaries in Tax Returns with respect to Tax periods beginning on or prior to the Closing Date, only the more recent of such advance; positions shall be taken into account for purposes of this Section 8.4(j)(iii). (iv) The Purchaser shall provide and, if applicable, cause its Affiliates (including, following the Closing Date, the Company and further its Subsidiaries) to provide such powers of attorney as are reasonably necessary to permit the Seller to exercise the rights provided to it under this Section 8.4. (v) Except where this Section 8.4 otherwise provides Seller with control over such proceeding, in the case of any audit, suit or similar proceeding relating to Purchaser or any of its Affiliates, including Spirit Finance Corporation and, following the Closing Date, the Company and its Affiliates, that any extension may establish that there has been a breach of a representation or warranty set forth in Section 4.6(f) hereof or the covenant set forth in Section 8.4(n) hereof or that may affect the determination of the statute amount of limitations relating to payment of taxes accumulated earnings and profits (as determined for the taxable year federal income tax purposes) of the Executive with respect Company and its Subsidiaries as of the Closing to which such contested amount is claimed to be due is limited solely to such contested amount. FurthermorePurchaser or Spirit Finance Corporation succeeded as a result of the Acquisition, Purchaser shall provide Seller with prompt notice thereof and shall permit, and cause its Affiliates, including the Company and the Company’s Subsidiaries, to permit, Seller to jointly control the related portions of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle such audit, suit or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritysimilar proceeding.