Common use of Tax Indemnification Procedures Clause in Contracts

Tax Indemnification Procedures. (i) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against any Acquired Company by any Tax authority with respect to Taxes or Tax Returns of any Acquired Company for which Buyer may reasonably be entitled to indemnification from Seller pursuant to Section 4.15, Buyer shall promptly notify Seller in writing of the Tax Claim. (ii) With respect to Tax Claims of or relating solely to Taxes of any Acquired Company for any Pre-Closing Tax Period, Seller may, upon written notice to Buyer, assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel. Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Seller shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence). (iii) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of the other. (iv) The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyer. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may be.

Tax Indemnification Procedures. (ia) Seller shall promptly notify the Buyer in writing upon receipt of notice of any pending Tax audits or assessments relating to the income, properties or operations of any Longhorn Entity. If a notice claim shall be made against the Buyer or any of deficiencytheir Affiliates by any Tax authority, proposed adjustmentwhich, adjustmentif successful, assessment, audit, examination would result in an indemnity payment to the Buyer or other administrative or court proceeding, suit, dispute or other claim one of its Affiliates pursuant to Section 8.12(a) (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against any Acquired Company by any Tax authority with respect to Taxes or Tax Returns of any Acquired Company for which Buyer may reasonably be entitled to indemnification from Seller pursuant to Section 4.15), the Buyer shall promptly notify Seller Seller, in writing of such Tax Claim stating the nature and basis of such Tax ClaimClaim and the amount thereof, to the extent known by the Buyer, provided, however, that the failure to provide such written notice shall not excuse the Seller from any of its obligations under a Tax Claim except to the extent (and only to the extent) that the Seller is materially prejudiced thereby. (iib) With respect to any Tax Claims Claim that relates to a Pre-Closing Tax Period, Seller shall control at its expense all proceedings taken in connection with such Tax Claim (including selection of counsel) but shall not, without the prior written approval of Buyer (which shall not be unreasonably withheld or relating solely delayed), agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in such proceeding, or otherwise agree or consent to any Tax Liability, to the extent that any such compromise, settlement, consent or agreement may increase the Tax Liability of Buyer or any of its Affiliates for any Tax period that ends after the Closing (or portion thereof in the case of a Straddle Period), unless the Seller indemnifies the Buyer for the increase in Taxes resulting from such compromise, settlement, consent or agreement. Buyer shall have the right to consult with Seller regarding any audit or proceeding that could result in an increase to the Tax Liability of Buyer or any of its Affiliates for any Post-Closing Tax Period. (c) Buyer shall have the right to control the conduct of any Acquired Company Tax Claim that relates to a Straddle Period. The Buyer shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) but shall not, without the prior written approval of Seller (which shall not be unreasonably withheld or delayed), agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in such proceeding, or otherwise agree or consent to any Tax Liability, to the extent that any such compromise, settlement, consent or agreement may increase the Tax Liability of Seller, any Longhorn Entity or any of their Affiliates for any Pre-Closing Tax Period, unless the Buyer indemnifies the Seller mayfor the increase in Taxes resulting from such compromise, upon written notice to Buyersettlement, assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel. Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls)consent or agreement. Seller shall not enter into have the right to consult with Buyer regarding any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence). (iii) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim audit or proceeding relating to a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of the other. (iv) The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyer. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may be.

Tax Indemnification Procedures. (ia) If a claim is made by any Governmental Authority, which, if successful, would result in an indemnity payment to any Indemnified Person pursuant to SECTION 9.4.1, then the Corporation shall give notice to Sellers in writing of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other such claim within thirty (30) 37 days after receipt of such a claim (a “Tax Claim”"TAX CLAIM"); provided, however, the failure to give such notice will not affect the indemnification provided pursuant to SECTION 9.4.1 except to the extent that Sellers have been actually prejudiced as a result of such failure. (b) shall be delivered or sent With respect to or commenced or initiated against any Acquired Company by any Tax authority Claim relating to a taxable period ending on or prior to the Closing Date, Seller will control all Proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refunded suits or conxxxt the Tax Claim in any permissible manner; provided, however, that Sellers must first consult in good faith with Buyer before taking any action with respect to Taxes or Tax Returns the conduct of any Acquired Company for which Buyer may reasonably be entitled to indemnification from Seller pursuant to Section 4.15, Buyer shall promptly notify Seller in writing of the a Tax Claim. (iic) With respect to Tax Claims of or relating solely to Taxes of any Acquired Company for any Pre-Closing Tax Period, Seller may, upon written notice to Buyer, assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel. Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Seller shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence). (iii) Seller Sellers and Buyer shall will jointly control and participate in all proceedings Proceedings taken in connection with any Tax Claim relating to Taxes of the Corporation for a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller Sellers nor Buyer shall settle any such Tax Claim without the prior written consent of the other. (iv) The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyerparties. Each party shall forwardpay its own expenses with respect to any such Tax Claim. (d) Buyer will control all Proceedings with respect to any Tax Claim relating to a taxable period beginning after the Closing Date. (e) Buyer and the Corporation on the one hand, and Sellers on the other, shall cause its Affiliates to forwardreasonably cooperate in contesting any Tax Claim, which cooperation will include the retention and, upon request, the provision to the party entitled requesting Person of records and information which are reasonably relevant to receive the amount such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or economic benefit explanation of a refund, credit any material provided hereunder or offset to testify at Proceedings relating to such Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may beClaim.

Tax Indemnification Procedures. (i) If a From and after the Closing, the Buyer shall promptly notify the Seller in writing of any demand, claim or notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against the commencement of an audit received by such party from any Acquired Company by any Tax authority Governmental Authority with respect to Taxes or (each, a “Tax Returns Proceeding“) for which the Seller is liable pursuant to this Section 5.14. Such notice shall contain factual information (to the extent known) describing the asserted Tax and shall include copies of the relevant portion of any Acquired Company for which Buyer may reasonably be entitled to indemnification notice or other document received from Seller pursuant to Section 4.15, Buyer shall promptly notify Seller any Governmental Authority in writing respect of the Tax Claimany such asserted Tax. (ii) With respect to In the case of a Tax Claims of or relating Proceeding that relates solely to Taxes of any Acquired Company for any one or more Pre-Closing Tax PeriodPeriods, the Seller mayshall have the right, upon written notice at its sole cost and expense, to Buyer, assume and control the defense of such Tax Claim at Proceeding with counsel of its own cost and expense and with its own counselchoosing. Buyer may retain separate co-counsel at its sole cost and expense and participate in If the Seller assumes the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Seller shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consentProceeding, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence). (iii) Seller and the Buyer shall jointly control have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Buyer. In all proceedings taken in connection with any Tax Claim relating to a Straddle Periodevents, and shall bear their own respective costs and expenses. Neither the Seller nor Buyer shall may not compromise or settle any such Tax Claim Proceeding without the prior written consent of the otherBuyer, such consent not to be unreasonably withheld or delayed. If the Seller does not assume control of the defense of any such Tax Proceeding, the Buyer shall not settle or compromise or consent to entry of any judgment with respect to any such Tax Proceeding for which it is entitled to indemnification hereunder without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed. (iii) Notwithstanding the foregoing, in the case of a Tax Proceeding relating to Taxes for any Straddle Period, both the Seller and the Buyer shall have the right to control jointly the defense, compromise or settlement of any such Tax Proceeding. No party shall settle or compromise or consent to entry of any judgment with respect to any such Tax Proceeding relating to Taxes for any Straddle Period without the other party’s prior written consent (which consent may not be unreasonably withheld or delayed). (iv) The amount or economic benefit Payment by the Indemnifying Party of any refunds, credits or offsets of Taxes of amount due to the Acquired Companies for any Pre-Closing Tax Period Indemnified Party under this Section 5.14 shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyer. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, made within ten (10) days after following written notice by the Indemnified Party that payment of such refund amounts to the appropriate Governmental Authority is received or after due; provided that upon the Indemnifying Party’s request the Indemnified Party shall provide reasonable documentation that such credit or offset amount is allowed or applied against another Tax liabilitydue and payable. (v) To the extent consistent with applicable Law, the parties shall treat any indemnification payment under this Agreement as an adjustment to the case may bePurchase Price. (vi) To the extent the provisions of this Section 5.14 are inconsistent with the indemnification obligations as set forth in Article VI, the provisions of this Section 5.14 shall govern.

Tax Indemnification Procedures. (i) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against any Acquired Company by any Tax authority with respect to Taxes or Tax Returns of any Acquired Company for which Buyer may reasonably be entitled to indemnification from Seller pursuant to Section 4.15, Buyer shall promptly notify Seller in writing of the Tax Claim. (ii) If a Tax Claim shall be delivered or sent to or commenced or initiated against the Seller or any of its Affiliates by any Tax authority with respect to any Taxes or Tax Returns for which Seller may reasonably be entitled to indemnification pursuant to Section 4.15, Seller shall promptly notify Buyer in writing of the Tax Claim. (iii) With respect to Tax Claims of or relating solely to Taxes of any Acquired Company for any Pre-Closing Tax Period, Seller may, upon written notice to Buyer, assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel. Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Seller shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence). Notwithstanding the foregoing, Buyer may, upon written notice to Seller, assume and control the defense of any portion of a Tax Claim described in this Section 4.15(i) that is attributable to Steps 1 - 24 and 40 - 79 in the Steps Memo at its own cost and expense and with its own counsel. Seller may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Buyer shall not enter into any settlement with respect to any such Tax Claim without Seller’s prior written consent, which consent will not be unreasonably withheld, and shall keep Seller informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Seller of any related correspondence). (iiiiv) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of the other. (ivv) The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyer. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may be.

Tax Indemnification Procedures. (i) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”“) shall be delivered or sent to or commenced or initiated against any Acquired Company by any Tax authority with respect to Taxes or Tax Returns of any Acquired Company for which Buyer Parent may reasonably be entitled to indemnification from Seller pursuant to Section 4.155.11(e), Buyer Parent shall promptly notify Seller the Stockholder Representatives in writing of the Tax Claim. (ii) With respect to Tax Claims of or relating solely to Taxes of any Acquired Company for any Pre-Closing Tax Period, Seller the Stockholder Representatives may, upon written notice to BuyerParent, assume and control the defense of such Tax Claim at its their own cost and expense and with its own counsel. Buyer Parent may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Seller The Stockholder Representatives shall not enter into any settlement with respect to any such Tax Claim without BuyerParent’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer Parent informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer Parent of any related correspondence). (iii) Seller The Stockholder Representatives and Buyer Parent shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller the Stockholder Representatives nor Buyer Parent shall settle any such Tax Claim without the prior written consent of the other. (iv) The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Sellerthe Stockholders, except to the extent such refunds, credits or offsets are taken into account in determining the determination of Final Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer Parent to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including BuyerParent). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of BuyerParent. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller the Stockholders and BuyerParent. Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive the amount or economic benefit of a refund, credit or offset to Tax the amount of such refund, or the economic benefit of such credit or offset to Tax, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may be.

Tax Indemnification Procedures. (ia) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against any Acquired Company is made by any Tax authority with respect Governmental Body, which, if successful, would result in an indemnity payment to Taxes or Tax Returns of any Acquired Company for which Buyer may reasonably be entitled to indemnification from Seller Indemnified Person pursuant to Section 4.1510.4.1 (a "Tax Claim"), then Buyer shall promptly notify Seller give notice to the Sellers' Representative in writing of such claim; provided, however, the Tax Claimfailure to give such notice shall not affect the indemnification provided pursuant to Section 10.4.1 except to the extent that the Sellers have been actually prejudiced as a result of such failure. Notice to the Sellers' Representative hereunder shall constitute notice to each Seller. (iib) With respect to any Tax Claims Claim relating to a taxable period ending on or prior to the Closing Date, subject to delivery to Buyer of a written acknowledgement by Sellers' Representative of Sellers' obligation to indemnify Buyer with respect to a Tax Claim. Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or relating solely to Taxes of forego any Acquired Company for and all administrative appeals, proceedings, hearings and conferences with any Pre-Closing Tax PeriodGovernmental Body with respect thereto, Seller and may, upon in its sole discretion, either pay the Tax claimed and sue for a refund where applixxxle law permits such refunded suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (a) the Sellers shall not settle any Tax Claim without the prior written notice to consent of the Buyer, assume which consent shall not be unreasonably withheld or delayed, (b) the Buyer, and control counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (c) the Sellers shall inform the Buyer, reasonably in advance, of the date, time and place of such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (d) the Buyer shall be entitled to have its Representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim at its own cost and expense (e) the Sellers shall provide to the Buyer all information, document requests and with its own counselresponses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Governmental Body. If the Buyer may retain separate co-counsel at its sole cost and expense and elects to participate in the defense of the a Tax Claim (including participation in any relevant meetings Claim, it shall pay its own expenses for legal, accounting, consulting or similar fees and conference calls). Seller shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence)expenses. (iiic) Seller The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Acquired Companies for a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. (iv) The amount other party, which consent shall not be unreasonably withheld or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Straddle Period shall be equitably apportioned between Seller and Buyerdelayed. Each party shall forwardpay its own expenses with respect to any such Tax Claim. (d) The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after the Closing Date. The Sellers shall have no right to participate in the conduct of any such proceeding, provided, however, that Buyer shall not settle or prosecute any such Tax Claim in a manner that would have a Material Adverse Effect on the Sellers without the prior written consent of Sellers which shall not be unreasonably withheld or delayed. (e) The Buyer and the Acquired Companies on the one hand, and the Sellers on the other, shall cause its Affiliates to forwardreasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the party entitled requesting Person of records and information which are reasonably relevant to receive such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (f) Claims made for indemnification pursuant to this Section 10.4 or Section 10.2 with respect to a Breach of Section 3.11 (in each instance within the amount time period provided for in Section 10.7 of this Agreement) which are made following the Escrow Distribution shall be made by delivery of notice to the Sellers' Representative and subject to the procedures set forth in Sections 10.4.2 or economic benefit 10.11, as applicable. Sellers' total liability for Tax Claims after the Escrow Distribution shall be limited to the lesser of a refund, credit (i) $1,000,000 or offset to Tax (ii) the aggregate amount of such refund, or the economic benefit of such credit or offset Escrow Amount disbursed to Tax, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against another Tax liability, as the case may beSellers.