Common use of Tax Indemnity Claims Clause in Contracts

Tax Indemnity Claims. The provisions of this Section 6.7 shall apply only to the indemnification provided for under Section 6.6. If a claim for Taxes is made against Buyer and if Buyer intends to seek indemnity with respect thereto under Section 6.6, Buyer shall promptly furnish written notice to Seller of such claim. Failure of Buyer to so notify Seller within fifteen (15) days of the Buyer's knowledge of the claim being made against Buyer shall terminate all rights of Buyer to indemnity by Seller as to such claim. Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and Buyer shall cooperate with it in connection therewith, so long as the Seller, at Seller's cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses with respect to, such claim, (ii) is reasonably contesting such claim in good faith, by appropriate proceedings, (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller with the preceding sentence, Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by Seller for such claim. If within thirty (30) days after the receipt of Buyer's notice of a claim of indemnity hereunder, Seller does not notify Buyer that it elects (at Seller's cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyer's property as contemplated above, Buyer shall have the right to contest, settle, or compromise such claim and Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 17.7 shall apply only to the indemnification provided for under Section 6.617.6. If a claim for Taxes is made against the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.617.6, the Buyer shall promptly furnish written notice to Seller the Sellers of such claim. Failure of Buyer to so notify Seller claim within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against Buyer shall terminate all rights of Buyer to indemnity by Seller as to such claimthe Buyer. Seller The Sellers shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer shall cooperate with it in connection therewith, so . The Sellers shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the SellerSellers, at Seller's the Sellers’ cost and expense, (i) has have undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses with respect to, such claim, (ii) is are reasonably contesting such claim in good faith, faith by appropriate proceedings, and (iii) has have taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller the Sellers with the preceding sentence, the Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by Seller the Sellers for such claim. If within thirty (30) days after the receipt of the Buyer's ’s notice of a claim of indemnity hereunder, Seller does the Sellers do not notify the Buyer that it elects (at Seller's the Sellers’ cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or gives or, if the Sellers give such notice and thereafter fails fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer's ’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 10.8 shall apply only to the indemnification provided for under Section 6.610.7. If a claim for Taxes is made against the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.610.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claimclaim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer shall cooperate with it in connection therewith, so . The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller's ’s cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses Adverse Consequences with respect to, such claim, (ii) is reasonably contesting such claim in good faith, faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by the Seller with the preceding sentence, the Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer's ’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller's ’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses Adverse Consequences with respect thereto, or or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer's ’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 10.8 shall apply only to the indemnification provided for under Section 6.610.7. If a claim for Taxes is made against any Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.610.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claimclaim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith, so . The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller's ’s cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses Damages with respect to, such claim, (ii) is reasonably contesting such claim in good faith, faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer's ’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller's ’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses Damages with respect thereto, or or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer's ’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim claim, and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 shall apply only to the indemnification provided for under Section 6.6. If a claim for Taxes is made against Buyer and if Buyer intends to seek indemnity with respect thereto under Section 6.6, Buyer shall promptly furnish written notice to Seller of such claim. Failure of Buyer to so notify Seller within fifteen (15) days of the Buyer's knowledge of the claim being made against Buyer shall terminate all rights of Buyer to indemnity by Seller as to such claim. Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and Buyer shall cooperate with it in connection therewith, so . Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). So long as the Seller, at Seller's cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses with respect to, such claim, (ii) is reasonably contesting such claim in good faith, by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller with the preceding sentence, Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by Seller for such claim. If within thirty (30) days after the receipt of Buyer's notice of a claim of indemnity hereunder, Seller does not notify Buyer that it elects (at Seller's cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyer's property as contemplated above, Buyer shall have the right to contest, settle, or compromise such claim and Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 10.8 shall apply only to the indemnification provided for under Section 6.610.7. If a claim for Taxes is made against the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.610.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claimclaim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer shall cooperate with it in connection therewith, so . The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller's ’s cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses Damages with respect to, such claim, (ii) is reasonably contesting such claim in good faith, faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by the Seller with the preceding sentence, the Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by Seller for such claim. If within thirty (30) days after the receipt of Buyer's notice of a claim of indemnity hereunder, Seller does not notify Buyer that it elects (at Seller's cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyer's property as contemplated above, Buyer shall have the right to contest, settle, or compromise such claim and Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.63

Tax Indemnity Claims. The provisions of this Section 6.7 shall apply only to the indemnification provided for under Section 6.6. If a claim for Taxes is made against Buyer and if Buyer intends to seek indemnity with respect thereto under Section 6.6, Buyer shall promptly furnish written notice to Seller of such claim. Failure of Buyer to so notify Seller within fifteen (15) days of the Buyer's knowledge of the claim being made against Buyer shall terminate all rights of Buyer to indemnity by Seller as to such claim. not affect the indemnity obligations of Seller hereunder except to the extent Seller was substantially disadvantaged by such delay in delivery notice of such claim.. Seller shall have thirty (30) days after receipt of such notice (or such shorter period as is appropriate under applicable law, but in any event not less than ten (10) days) to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and Buyer shall cooperate with it in connection therewith, so . Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). So long as the Seller, at Seller's ’s cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses with respect to, such claim, (ii) is reasonably contesting such claim in good faith, by appropriate proceedings, (iiiand(iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of Buyer for payment of such claim, and (iv) has maintained adequate reserves, subject there is no risk of Buyer or any Affiliate thereof being exposed to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are metcriminal penalties, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller with the preceding sentence, Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of Buyer's ’s notice of a claim of indemnity hereunder, Seller does not notify Buyer that it elects (at Seller's ’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyer's ’s property as contemplated above, Buyer shall have the right to contest, settle, or compromise such claim and Buyer shall not thereby waive any right to indemnity for such claim under this Agreement. Nothing in Sections 6.5 or 6.7 shall have the effect of allowing Seller to control any Tax Proceeding or Tax claim to the extent such Tax Proceeding or Tax claim relates to Taxes for which Seller does not have an indemnification obligation.

Tax Indemnity Claims. The provisions of this Section 6.7 7.6 shall apply only to the indemnification provided for under Section 6.67.5. If a claim for Taxes is made against Buyer the Acquirer and if Buyer the Acquirer intends to seek indemnity with respect thereto under Section 6.67.5, Buyer the Acquirer shall promptly furnish written notice to Seller the Contributor of such claim. Failure of Buyer the Acquirer to so notify Seller the Contributor within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against Buyer the Acquirer shall terminate all rights of Buyer the Acquirer to indemnity by Seller the Contributor as to such claimclaim to the extent the Contributor’s position is prejudiced as a result thereof (whether due to an adverse affect on their ability to contest such claim or otherwise). Seller The Contributor shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and Buyer the Acquirer shall cooperate with it them in connection therewith, so . The Contributor shall permit the Acquirer to participate in such settlement or defense through counsel chosen by the Acquirer (but the fees and expenses of such counsel shall be paid by the Acquirer). So long as the SellerContributor, at Seller's the Contributor’s cost and expense, (i) has have undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses Adverse Consequences with respect to, such claim, (ii) is are reasonably contesting such claim in good faith, by appropriate proceedings, and (iii) has have taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of Buyer the Acquirer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer Acquirer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller the Contributor with the preceding sentence, Buyer the Acquirer shall have the right to pay or settle any such claim, but in such event it they shall waive any right to indemnity by Seller the Contributor for such claim. If within thirty (30) days after the receipt of Buyer's the Acquirer’s notice of a claim of indemnity hereunder, Seller the Contributor does not notify Buyer the Acquirer that it elects they elect (at Seller's the Contributor’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses Adverse Consequences with respect thereto, or gives give such notice and thereafter fails fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyer's the Acquirer’s property as contemplated above, Buyer the Acquirer shall have the right to contest, settle, or compromise such claim and Buyer the Acquirer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 10.6 shall apply only to the indemnification provided for under Section 6.610.5. If a claim for Taxes is made against the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.610.5, the Buyer shall promptly furnish written notice to Seller the Sellers of such claim. Failure of the Buyer to so notify Seller the Sellers within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by Seller the Sellers as to such claimclaim to the extent the Sellers’ position is prejudiced as a result thereof (whether due to an adverse affect on their ability to contest such claim or otherwise). Seller The Sellers shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer shall cooperate with it in connection therewith, so . The Sellers shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the SellerSellers, at Seller's the Sellers’ cost and expense, (i) has have undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses Adverse Consequences with respect to, such claim, (ii) is are reasonably contesting such claim in good faith, by appropriate proceedings, and (iii) has have taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller the Sellers with the preceding sentence, the Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by Seller the Sellers for such claim. If within thirty (30) days after the receipt of the Buyer's ’s notice of a claim of indemnity hereunder, Seller does the Sellers do not notify the Buyer that it elects they elect (at Seller's the Sellers’ cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses Adverse Consequences with respect thereto, or gives give such notice and thereafter fails fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer's ’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 10.8 shall apply only to the indemnification provided for under Section 6.610.7. If a claim for Taxes is made against the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.610.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claimclaim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer shall cooperate with it in connection therewith, so . The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller's ’s cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses Damages with respect to, such claim, (ii) is reasonably contesting such claim in good faith, faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by the Seller with the preceding sentence, the Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer's ’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller's ’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses Damages with respect thereto, or or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer's ’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim claim, and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 17.6 shall apply only to the indemnification provided for under Section 6.617.5. If a claim for Taxes is made against the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 6.617.5, the Buyer shall promptly furnish written notice to each Seller of such claim. Failure of the Buyer to so notify any Seller within fifteen sixty (1560) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by such Seller as to such claimclaim to the extent such Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). Such Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, conduct and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer shall cooperate with it such Seller in connection therewith. If such Seller elects to undertake the settlement or defense thereof, then such Seller shall promptly furnish written notice to the Buyer of such undertaking. Such Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer); provided, however, that the Buyer shall be entitled to participate in any such defense with separate counsel reasonably acceptable to Seller at the expense of such Seller if (i) so requested by such Seller to participate or (ii) in the reasonable opinion of both counsel to such Seller and counsel to the Buyer (or, if they disagree, of an independent counsel acceptable to each of them) a conflict or potential conflict exists between such Seller and the Buyer that would make such separate representation necessary. So long as the such Seller, at such Seller's ’s cost and expense, (ia) has undertaken the settlement or defense of, and assumed in writing full responsibility for all indemnified Losses with respect to, of such claim, (iib) is reasonably contesting such claim in good faith, faith by appropriate proceedings, and (iiic) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by such Seller with the preceding sentence, the Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by such Seller for such claim. If within thirty (30) days after the receipt of the Buyer's ’s notice of a claim of indemnity hereunder, such Seller does not notify the Buyer that it elects (at such Seller's ’s cost and expense) to undertake the settlement or defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or or, if such Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer's ’s property as contemplated above, the Buyer shall have the right to contest, settle, settle or compromise such claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 6.7 shall apply only to the indemnification provided for under Section 6.6. If a claim for Taxes is made against Buyer and if Buyer intends to seek indemnity with respect thereto under Section 6.6, Buyer shall promptly furnish written notice to Seller of such claim. Failure of Buyer to so notify Seller within fifteen (15) days of the Buyer's knowledge of the claim being made against Buyer shall terminate all rights of Buyer to indemnity by Seller as to such claim. Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and Buyer shall cooperate with it in connection therewith, so long as the Seller, at Seller's cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Losses with respect to, such claim, (ii) is reasonably contesting such claim in good faith, by appropriate proceedings, (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of Buyer for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by Seller with the preceding sentence, Buyer shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by Seller for such claim. If within thirty (30) days after the receipt of Buyer's notice of a claim of indemnity hereunder, Seller does not notify Buyer that it elects (at Seller's cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Losses with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyer's property as contemplated above, Buyer shall have the right to contest, settle, or compromise such claim and Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.. Tax Refunds. Refunds of Taxes paid or payable with respect to Taxes attributable to the LLCs shall be promptly paid as follows (or to the extent payable but not paid due to offset against other Taxes shall be promptly paid by the Party receiving the benefit of the offset as follows): (i) to Seller if attributable to Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 6.1) to the portion of such period beginning before and ending on the Closing Date); and (ii) to Buyer if attributable to Taxes with respect to any Tax year or portion thereof beginning after the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 6.1) to the portion of such period ending after the Closing Date). Covenants of Seller and Buyer