Common use of Contest Provisions Clause in Contracts

Contest Provisions. Promptly after receipt by the Purchaser or Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its affiliates or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating the Subsidiary for which Seller would be required to Taxes of Company with respect indemnify Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 5.2(a), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s 's and the Subsidiary's interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of any of the Purchaser, the Company or the Subsidiary for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which . Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of the Purchaser to indemnify extent that Seller has indemnified the Purchaser against the effects of any such settlement. In order Seller shall be entitled to allow participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to respond to a Section 5.2(a) and, with the written consent of Purchaser, and at its sole expense, may assume the entire defense of such Tax Claim involving any Company/Seller Tax Periodclaim. None of Purchaser, the Purchaser agrees Company or the Subsidiary may agree to allow Seller reasonable access to settle any Tax claim for the books and records portion of the Company for periods year or period ending on or before the Closing DateDate which may be the subject of indemnification by Seller under Section 5.2(a) without the prior written consent of Seller, which consent shall not be unreasonably withheld.

Contest Provisions. Promptly after Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its affiliates or the Purchaser or Seller Group Subsidiaries of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company income or any franchise tax audits or assessments which may materially affect the tax liabilities of its assets (“Tax Authority”) relating the Group Subsidiaries for which Seller would be required to Taxes of Company with respect indemnify Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 8.2(i), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s Group Subsidiaries' interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of Purchaser or the Group Subsidiaries for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld. Seller shall be entitled to participate at its expense in the Purchaserdefense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 8.2(i). Purchaser may not agree to settle any tax claim for the portion of the year or period ending on or prior to the Closing Date which may be the subject of indemnification by Seller under Section 8.2(i) without the prior written consent of Seller, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall promptly notify Repap in writing upon receipt by the Purchaser Buyer or Seller any of written its Affiliates (including Repap USA or any of its Affiliates) of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company income or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”)franchise tax examinations, the recipient will promptly notify the Purchaser inquiries or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice audits or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could assessments which may materially affect the Seller’s tax liabilities of Repap USA or its Subsidiaries for which Repap may be required to indemnify Buyer pursuant to Sections 5.2(b) or 5.9(c) (provided that failure to give this notice shall not affect Buyer's right to indemnification hereunder unless such failure is prejudicial to Repap), or which may affect any tax liability or refund claim of Repap. Repap shall be entitled to participate at its expense in the defense of any claims for Taxes or any other proposed adjustments which may be the subject of indemnification obligationsby Repap pursuant to Section 5.2(b) or 5.9(c), and to employ counsel (reasonably acceptable to and, with the Purchaser) written consent of the Seller’s choice Buyer, at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their sole expense, to be present at any may assume the entire defense of such audit claims or proceedingproposed adjustments. Notwithstanding the foregoing, Seller will Repap shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of the Buyer, Repap USA or its Subsidiaries for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld. Neither Buyer, Repap USA nor its Subsidiaries may agree to settle any claim for Taxes or other proposed adjustments which may be the Purchasersubject of indemnification by Repap under Sections 5.2(b) or 5.9(c) without the prior written consent of Repap, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall promptly notify ECA in writing upon receipt by the Purchaser Buyer, any of its Affiliates or Seller Mountaineer of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company income or any franchise tax audits or assessments which may materially affect the tax liabilities of its assets (“Tax Authority”) relating Mountaineer for which ECA would be required to Taxes of Company with respect indemnify Buyer pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 11.02(a)(i), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will ECA shall have the sole right to represent the Company’s Mountaineer's interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will ECA shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of the Buyer or Mountaineer for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that ECA has indemnified the Buyer against the effects of any such settlement. ECA shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by ECA pursuant to Section 11.02(a)(i) and, with the written consent of Buyer, and at its sole expense, may assume the Purchaserentire defense of such tax claim. Neither Buyer nor Mountaineer may agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by ECA under Section 11.02(a)(i) without the prior written consent of ECA, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall promptly notify the Selling Parties in writing upon receipt by the Purchaser or Seller Buyer of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company income or any franchise tax audits or assessments which may materially affect the tax liabilities of its assets (“Tax Authority”the Seller for which the Selling Parties would be required to indemnify Buyer or Buyer's Parent pursuant to Section 6.2(a) relating provided that failure to Taxes of Company comply with respect this provision shall not affect Buyer or Buyer's Parent's right to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicableindemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will Each Selling Party shall have the sole right to represent the Company’s such Selling Party's interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligationsproceeding, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not neither Selling Party shall be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of Buyer or Buyer's Parent or either Selling Party for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which Buyer and Buyer's Parent. Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of extent that the Purchaser to indemnify the Purchaser Selling Parties have indemnified Buyer and Buyer's Parent against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its affiliates or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating Subsidiaries for which Seller would be required to Taxes of Company with respect indemnify Buyer pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 5.2(a), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s 's and its Subsidiaries interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of Buyer or the Company or its Subsidiaries for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement. Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 5.2(a) and, with the written consent of Buyer, and at its sole expense, may assume the Purchaserentire defense of such tax claim. Neither Buyer, the Company nor any of its Subsidiaries may agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller under Section 5.2(a) without the prior written consent of Seller, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after receipt by Group or the Purchaser or Seller ProMed Upland Shareholder of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company ProMed Upland or any of its assets (“Tax Authority”) relating to Taxes of Company ProMed Upland with respect to a Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or the Purchaser or SellerProMed Upland Shareholder, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller failure of the ProMed Upland Shareholder to receive prompt notice from Group as provided in this Agreement will not relieve the ProMed Upland Shareholder of any of his indemnification obligations under this Agreement except to the extent such failure has a material adverse effect on the ProMed Upland Shareholder’ ability to defend the Tax Claim. The ProMed Upland Shareholder will have the right to represent the CompanyProMed Upland’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s ProMed Upland Shareholder’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserGroup) of the Seller’s ProMed Upland Shareholder’ choice at its expense; provided, however, that the Purchaser Group and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller the ProMed Upland Shareholder will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of Group or ProMed Upland for any of period after the Purchaser, the Company Closing Date without the written consent of the Purchaser, which consent shall not be unreasonably withheld, Group unless the Seller ProMed Upland Shareholder makes adequate provision to the satisfaction of the Purchaser Group to indemnify the Purchaser Group against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its affiliates or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating for which Seller would be required to Taxes of Company with respect indemnify Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 6.9(b)(1), provided however, that no delay on the recipient will promptly notify the part of Purchaser in notifying Seller shall relieve Seller from any liability or Seller, as applicable. Such notice will contain factual information obligation hereunder unless (and then solely to the extent knownextent) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any Seller is prejudiced by such asserted Tax Claimfailure to give notice. The Seller will shall have the sole right to represent the Company’s 's interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Time, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of Purchaser or the Company for any of period after the PurchaserClosing Time to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which . Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of the Purchaser to indemnify the extent that Seller has indemnified Purchaser against the effects of any such settlement. In order Seller shall be entitled to allow participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Time which may be the subject of indemnification by Seller pursuant to respond Section 6.9(b)(1) and, with the written consent of Purchaser, and at its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company may agree to a Tax Claim involving settle any Company/Seller Tax Period, tax claim for the Purchaser agrees to allow Seller reasonable access to the books and records portion of the Company for periods year or period ending on or before the date of the Closing DateTime which may be the subject of indemnification by Seller under Section 6.9(b)(1) without the prior written consent of Seller, which consent shall not be unreasonably withheld.

Contest Provisions. Promptly after Buyer shall notify Sellers in writing upon receipt by the Purchaser or Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Buyer or any of its assets Tax Affiliates of notice of proposed audit, or any assessment or claim in any Tax audit or any administrative or judicial proceeding which may materially affect the Tax liabilities of the Companies for which Sellers would be required to indemnify Buyer pursuant to paragraph (“a) of this Section 7.5; provided, however, that a failure to give such notice will not affect Buyer's right to indemnification under this Section 7.5 except to the extent that Sellers have been actually prejudiced as a result of such failure. In the case of a proposed Tax Authority”assessment or claim that relates to taxable periods ending on or before the Closing Date, (A) relating both Buyer and Sellers may participate in the conduct of the audit or administrative or judicial proceeding involving such assessment or claim (at their own expense) and (B) provided that Sellers have acknowledged in writing their liability to Taxes indemnify Buyer against the full amount of Company with any adjustment which may be made as a result of such audit or proceeding, Sellers may elect to control (at their expense) the conduct of such audit or proceeding (but only to the extent that such audit or proceeding relates solely to a potential adjustment for which Sellers have acknowledged their liability and the issue underlying the proposed adjustment does not recur for any taxable period ending after the Closing Date). With respect to a Company/Seller Tax Period proposed tax assessment or claim for which either Sellers (a “Tax Claim”as evidenced by their acknowledgment hereunder) and any Buyer, the Companies or their Affiliates could be liable, or which involves an issue that recurs for any period ending after the Closing Date (whether or not the subject of audit at such time), (A) both Buyer and the recipient will promptly notify Sellers may participate in the Purchaser audit, administrative or Sellerjudicial proceeding involving such assessment or claim (at their own expense), as applicableand (B) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the assessment or claim and any corresponding adjustments that may reasonably be anticipated for future taxable periods. Such notice will contain factual information (to In the extent known) describing the asserted Tax Claim in reasonable detail and will include copies case of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court judicial proceeding relating governed by this paragraph (c), the controlling party shall have the authority to settle or compromise any proposed Tax claim or assessment, provided however that neither Buyer nor Sellers shall enter into any compromise or agree to settle any claim or assessment pursuant to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively administrative or after the commencement of litigation, any claim for Taxes that judicial proceeding which would adversely affect the liability for Taxes of any of the Purchaser, the Company other party without the written consent of the Purchaserother party, which consent shall may not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Parent shall promptly notify the Stockholders’ Representative in writing upon receipt by the Purchaser Parent or Seller any of written its Affiliates or Phoenix or any of its Subsidiaries of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Tax audits or assessments which may materially affect the Tax Liabilities of Phoenix or any of its assets (“Tax Authority”) relating Subsidiaries for which the Stockholders who hold Non-Plan Shares and Optionholders would be required to Taxes of Company with respect indemnify Parent pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 6.9(a), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (provided that failure to comply with this provision shall not affect Parent’s right to indemnification hereunder except to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies such Stockholders have been materially prejudiced as a result of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claimfailure. The Seller will Stockholders’ Representative shall have the right to represent the Company’s Phoenix or any of its Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will the Stockholders’ Representative shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes attributable to Phoenix or any of its Subsidiaries for any period after the Closing Date to any extent (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any of the Purchaseramortization or depreciation periods, the Company denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which Parent. Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of extent that the Purchaser to indemnify the Purchaser Stockholders have indemnified Parent against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after receipt by Holdings or the Purchaser or Seller Principal ProMed Shareholders of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Company and/or ProMed Subsidiary or any of its assets (“Tax Authority”) relating to Taxes of ProMed Company and/or ProMed Subsidiary with respect to a Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Holdings or the Purchaser or SellerPrincipal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller failure of the Principal ProMed Shareholders to receive prompt notice from Holdings as provided in this Agreement will not relieve the Principal ProMed Shareholders of any of his indemnification obligations under this Agreement except to the extent such failure has a material adverse effect on the Principal ProMed Shareholders’ ability to defend the Tax Claim. The Principal ProMed Shareholders will have the right to represent the ProMed Company’s and/or ProMed Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s Principal ProMed Shareholders’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserHoldings) of the Seller’s Principal ProMed Shareholders’ choice at its expense; provided, however, that the Purchaser Holdings and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller the Principal ProMed Shareholders will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of Holdings, ProMed Company or ProMed Subsidiary for any of period after the Purchaser, the Company Closing Date without the written consent of the Purchaser, which consent shall not be unreasonably withheld, Holdings unless the Seller Principal ProMed Shareholders makes adequate provision to the satisfaction of the Purchaser Holdings to indemnify the Purchaser Holdings against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall notify Stockholder in ------------------ writing upon receipt by Buyer, any of its Affiliates, or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Tax audits or assessments which may materially affect the Tax liabilities of the Company or any of its assets (“Tax Authority”) relating for which Stockholder would be required to Taxes of Company indemnify Buyer pursuant to this Article ------- XI, provided that failure to comply with respect this provision shall not affect Buyer's -- right to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (indemnification hereunder except to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of such failure materially impairs Stockholder's ability to contest any such asserted Tax Claimliabilities. The Seller will Stockholder shall have the sole right to represent the Company’s 's interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; , provided, however, that the Purchaser Buyer and their its representatives will -------- ------- shall be permitted, at their Buyer's expense, to be present at at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, Seller will not neither Stockholder nor any Affiliate of Stockholder shall be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of any of the PurchaserBuyer, the Company or any Affiliate thereof for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) without the prior written consent of the PurchaserBuyer, which consent shall not may be unreasonably withheld, withheld in the sole discretion of Buyer unless the Seller makes adequate provision Stockholder has indemnified Buyer in a manner acceptable to the satisfaction of the Purchaser to indemnify the Purchaser Buyer against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall notify Sellers in writing upon receipt by the Purchaser or Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Buyer or any of its assets Tax Affiliates of notice of proposed audit, or any assessment or claim in any Tax audit or any administrative or judicial proceeding which may materially affect the Tax liabilities of the Companies for which Sellers would be required to indemnify Buyer pursuant to paragraph (“a) of this Section 7.5; provided, however, that a failure to give such notice will not affect Buyer's right to indemnification under this Section 7.5 except to the extent that Sellers have been actually prejudiced as a result of such failure. In the case of a proposed Tax Authority”assessment or claim that relates to taxable periods ending on or before the Closing Date, (A) relating both Buyer and Sellers may participate in the conduct of the audit or administrative or judicial proceeding involving such assessment or claim (at their own expense) and (B) provided that Sellers have acknowledged in writing their liability to Taxes indemnify Buyer against the full amount of Company with any adjustment which may be made as a result of such audit or proceeding, Sellers may elect to control (at their expense) the conduct of such audit or proceeding (but only to the extent that such audit or proceeding relates solely to a potential adjustment for which Sellers have acknowledged their liability and the issue underlying the proposed adjustment does not recur for any taxable period ending after the Closing Date). With respect to a Company/Seller Tax Period proposed tax assessment or claim for which either Sellers (a “Tax Claim”as evidenced by their acknowledgment hereunder) and any Buyer, the Companies or their Affiliates could be liable, or which involves an issue that recurs for any period ending after the Closing Date (whether or not the subject of audit at such time), (A) both Buyer and the recipient will promptly notify Sellers may participate in the Purchaser audit, administrative or Sellerjudicial proceeding involving such assessment or claim (at their own expense), as applicableand (B) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the assessment or claim and any corresponding adjustments that may reasonably be anticipated for future taxable periods. Such notice will contain factual information (to In the extent known) describing the asserted Tax Claim in reasonable detail and will include copies case of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court judicial proceeding relating governed by this paragraph (c), the controlling party shall have the authority to settle or 41 37 compromise any proposed Tax claim or assessment, provided however that neither Buyer nor Sellers shall enter into any compromise or agree to settle any claim or assessment pursuant to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively administrative or after the commencement of litigation, any claim for Taxes that judicial proceeding which would adversely affect the liability for Taxes of any of the Purchaser, the Company other party without the written consent of the Purchaserother party, which consent shall may not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall promptly notify the Sellers in writing upon receipt by the Purchaser any Buyer Group Member, any Company or Seller any Subsidiary of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Tax audits, examinations or assessments which may affect any Tax liability for which the Sellers are liable pursuant to paragraph (a) of its assets (“Tax Authority”) relating this Section 8.2, provided that failure to Taxes of Company comply with respect this provision shall not affect Buyer's right to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (indemnification hereunder except to the extent known) describing such failure impairs the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of Sellers' ability to contest any such asserted Tax Claimliabilities. The Seller will Sellers shall have the sole right to represent the Company’s Companies' or the Subsidiaries' interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s their choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding The Sellers shall have the foregoing, Seller will not be able sole right to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for proceeding relating to Taxes of the Companies or Subsidiaries for any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods taxable period ending on or before the Closing Date. In the case of any Straddle Period, the Sellers shall be entitled to participate at their expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at the Sellers' sole expense, may assume the entire control of such audit or proceeding. None of the Buyer Group Members, any Company or any Subsidiary may agree to settle any Tax claim which may be the subject of indemnification by the Sellers under paragraph (a) of this Section 8.2 without the prior written consent of the Sellers, which consent may be withheld in the sole discretion of the Sellers.

Contest Provisions. Promptly after FACO and Seller shall promptly notify each other in writing upon receipt by the Purchaser either of them, or Seller any of written their affiliates, or Savings, of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company tax audits or any assessments which may materially affect the tax liabilities of its assets (“Tax Authority”) relating Savings for which Seller would be required to Taxes of Company with respect indemnify FACO pursuant to a Company/this Agreement. Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s Savings' interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice its choice, at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will (A) shall consult with FACO with respect to the resolution of any issue that would affect FACO or Savings in any way and to any extent, in the taxable periods subject to such proceeding or any other taxable periods (including, but not be able to settle, either administratively or after the commencement of litigationlimited to, any claim for Taxes resolution that would adversely affect result in the liability for Taxes imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any of the Purchaseramortization or depreciation periods, the Company denial of amortization or depreciation deductions, or the reductions of loss or credit carryforwards to Savings or FACO), and (B) shall not settle any such issue or file any amended return relating to such issue, without the written consent of the PurchaserFACO, which consent shall not be unreasonably withheld, unless . Seller shall be entitled to participate at its expense in the Seller makes adequate provision to defense of any claim for Taxes for a period described in Section 4.16(c) for the satisfaction portion of the Purchaser year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder. Neither FACO nor Savings may agree to indemnify the Purchaser against the effects of settle any such settlement. In order to allow claim for Taxes for the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records portion of the Company for periods year or period ending on or before the Closing DateDate that is the subject of indemnification by Seller hereunder without the prior written consent of Seller, which consent shall not be unreasonably withheld. Seller shall not settle any such claim, or take any other action with respect to such claim, without the consent of FACO, which shall not be unreasonably withheld.

Contest Provisions. Promptly after The Purchaser and the Company shall promptly notify the Selling Stockholder in writing upon receipt by the Purchaser or Seller of written notice of Purchaser, the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Subsidiaries, or any of their respective affiliates, of notice of any pending or threatened federal, state, or local Tax Authority”audits, examinations or assessments which may affect any Tax liability for which the Selling Stockholder is liable pursuant to Section 5.4(a) relating hereof; provided that failure to Taxes of Company comply with respect to a Company/Seller Tax Period (a “Tax Claim”)this provision shall not affect the Purchaser's rights hereunder, the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (except to the extent known) describing such failure impairs the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of Selling Stockholder's ability to contest any such asserted Tax Claimliabilities. The Seller will Selling Stockholder shall have the sole right (i) to represent the Company’s interests of the Company or any of its Subsidiaries in any Tax audit or administrative or court proceeding relating to (A) taxable periods ending on or before the Closing Date and (B) any Company/Seller Tax Period as to any issues that could materially affect of the Seller’s liability for Taxes or indemnification obligationsmatters discussed in Section 5.4(a)(v) hereof, and (ii) in connection therewith, to employ counsel (reasonably acceptable to of its choice and expense. The Selling Stockholder shall have the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able sole right to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for proceeding relating (in whole or in part) to Taxes of the Company and its Subsidiaries for any period ending on or before the Closing Date. In the case of the Purchaserany Straddle Period, the Company without Selling Stockholder shall be entitled to participate, at its expense, in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of the Purchaser, and at the Selling Stockholder's sole expense, may assume the entire control of such audit or proceeding. Neither the Purchaser nor the Company, nor any of their respective 36 38 Subsidiaries and affiliates, may agree to settle any Tax claim which relates to or arises from any Taxes for which the Selling Stockholder is liable pursuant to Section 5.4(a)(i) or Section 5.4(a)(v) hereof without the prior written consent of the Selling Stockholder, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after American General and Seller shall promptly ------------------ notify each other in writing upon receipt by the Purchaser either of them, or Seller any of written their affiliates, or Savings, of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company tax audits or any assessments which may materially affect the tax liabilities of its assets (“Tax Authority”) relating Savings for which Seller would be required to Taxes of Company with respect indemnify American General pursuant to a Company/this Agreement. Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s Savings' interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice its choice, at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will (A) shall consult with American General with respect to the resolution of any issue that would affect American General or Savings in any way and to any extent, in the taxable periods subject to such proceeding or any other taxable periods (including, but not be able to settle, either administratively or after the commencement of litigationlimited to, any claim for Taxes resolution that would adversely affect result in the liability for Taxes imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any of the Purchaseramortization or depreciation periods, the Company denial of amortization or depreciation deductions, or the reductions of loss or credit carryforwards to Savings or American General), and (B) shall not settle any such issue or file any amended return relating to such issue, without the written consent of the PurchaserAmerican General, which consent shall not be unreasonably withheld, unless . Seller shall be entitled to participate at its expense in the Seller makes adequate provision to defense of any claim for Taxes for a period described in Section 4.14(c) for the satisfaction portion of the Purchaser year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder. Neither American General nor Savings may agree to indemnify the Purchaser against the effects of settle any such settlement. In order to allow claim for Taxes for the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records portion of the Company for periods year or period ending on or before the Closing DateDate that is the subject of indemnification by Seller hereunder without the prior written consent of Seller, which consent shall not be unreasonably withheld. Seller shall not settle any such claim, or take any other action with respect to such claim, without the consent of American General, which shall not be unreasonably withheld.

Contest Provisions. Promptly after receipt by the Purchaser Prospect Parties or Seller Shareholder of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company StarCare, APAC and/or Pinnacle or any of its assets (“Tax Authority”) relating to Taxes of Company StarCare, APAC and/or Pinnacle with respect to a CompanyStarCare/Seller Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser Prospect Parties or SellerShareholder, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller Shareholder will have the right to represent the CompanyStarCare’s and/or APAC’s interests in any Tax audit or administrative or court proceeding relating to any CompanyStarCare/Seller Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period as to any issues that could materially affect the SellerShareholder’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserProspect Parties) of the SellerShareholder’s choice at its expense; provided, however, that the Purchaser Prospect Parties and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller Shareholder will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of any of the PurchaserProspect Parties, the Company StarCare, APAC or Pinnacle without the written consent of the PurchaserProspect Parties, which consent shall not be unreasonably withheld, unless the Seller Shareholder makes adequate provision to the satisfaction of the Purchaser Prospect Parties to indemnify the Purchaser Prospect Parties against the effects of any such settlement. In order to allow the Seller Shareholder to respond to a Tax Claim involving any CompanyStarCare/Seller Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period, the Purchaser agrees Prospect Parties agree to allow Seller Shareholder reasonable access to the books and records of the Company applicable Gateway Party facing a Tax Claim for periods on or before December 31, 2003 in the Closing Datecase of StarCare, and for periods on or before January 31, 2004 in the case of APAC or Pinnacle. The Prospect Parties hereby covenant and agree that all StarCare tax returns that they file or are responsible for filing shall reflect payments made to Shareholder during the period from January 1, 2004 and prior to the Effective Date as distributions in the nature of dividends made to Shareholder in his capacity as the sole shareholder of StarCare (it being understood and agreed, however, that the extent to which such payments shall be treated as dividends for tax purposes shall depend upon the cumulative and 2004 earnings and profits of StarCare). In addition to the foregoing, the Prospect Parties agree to provide a copy of the tax returns of StarCare for the 2004 taxable year to Shareholder in order to facilitate Shareholder’s determination of the amount of StarCare distributions that will be treated as dividends for tax purposes.

Contest Provisions. Promptly after receipt by Group or the Purchaser or Seller Principal ProMed Shareholders of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company ProMed Pomona or any of its assets (“Tax Authority”) relating to Taxes of Company ProMed Pomona with respect to a Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or the Purchaser or SellerPrincipal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller failure of the Principal ProMed Shareholders to receive prompt notice from Group as provided in this Agreement will not relieve the Principal ProMed Shareholders of any of his indemnification obligations under this Agreement except to the extent such failure has a material adverse effect on the Principal ProMed Shareholders’ ability to defend the Tax Claim. The Principal ProMed Shareholders will have the right to represent the CompanyProMed Pomona’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s Principal ProMed Shareholders’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserGroup) of the Seller’s Principal ProMed Shareholders’ choice at its expense; provided, however, that the Purchaser Group and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller the Principal ProMed Shareholders will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of Group or ProMed Pomona for any of period after the Purchaser, the Company Closing Date without the written consent of the Purchaser, which consent shall not be unreasonably withheld, Group unless the Seller Principal ProMed Shareholders makes adequate provision to the satisfaction of the Purchaser Group to indemnify the Purchaser Group against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly The Surviving Corporation shall as promptly as practicable, but in no event later than ten (10) Business Days after receipt, notify JUSI in writing upon receipt by the Purchaser Surviving Corporation, any of its affiliates or Seller Rexair of written notice of any pending or threatened Tax audit or assessments which may affect the assertion Tax liabilities of the Company or commencement Rexair for which JUSI would be required to indemnify the Surviving Corporation pursuant to Section 6.10 (a) and (c), provided that failure by the Surviving Corporation to so notify JUSI of any claim, audit, examination such audit or other proposed change or adjustment by assessment shall relieve Jacuzzi and JUSI of their obligation to indemnify the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority Parent Indemnified parties in respect of any Taxes resulting from any such asserted Tax Claimaudit or assessment only if and only to the extent that JUSI establishes that such failure adversely prejudiced JUSI in defending against such audit or assessment. The Seller will JUSI shall have the sole right to represent the CompanyCompany and Rexair’s interests in any Tax audit or administrative or court proceeding relating in respect of Taxes for which JUSI would be required to any Company/Seller Tax Period as indemnify the Surviving Corporation pursuant to any issues that could materially affect Section 6.10 (a) if the Seller’s liability for Taxes proceeding relates to taxable periods ending on or indemnification obligationsbefore the Closing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will JUSI shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of any Parent (or the direct or indirect owners of the Purchaserinterests in Parent), the Company without Surviving Corporation or Rexair for any period after the written consent Closing Date (including, but not limited to, the imposition of income Tax deficiencies, the Purchaserreduction of asset basis or cost adjustments, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects lengthening of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Periodamortization or depreciation periods, the Purchaser agrees to allow Seller reasonable access to denial of amortization or depreciation deductions, or the books and records reduction of the Company for loss or credit carryforwards (other than carryforwards arising in periods ending on or before the Closing Date)) without the prior written consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned. JUSI shall have the sole right at its expense to conduct the defense of any claim for Taxes for a year or period beginning before and ending after the Closing Date which may be the subject of indemnification by JUSI pursuant to Section 6.10 (a), unless such claim may also include Taxes which may not be the subject of indemnification by JUSI pursuant to Section 6.10 (a) in which case the defense of such claim shall be conducted jointly by Parent and JUSI, each at their own expense or on such other basis as Parent and JUSI may then agree. If JUSI is conducting the defense of any such claim, the limitations set forth in the sentence above beginning “Notwithstanding”, with respect to JUSI’s right to settle claims, shall apply. Neither Parent nor JUSI may agree (or permit the Surviving Corporation or Rexair to agree) to settle any Tax claim which may include Taxes which would be subject to indemnification by the other party without the prior written consent of such other party, such consent not to be unreasonably withheld, delayed or conditioned.

Contest Provisions. Promptly If an audit, examination, litigation or claim is commenced by any Tax authority which may result in an indemnity payment to a Buyer Tax Indemnitee pursuant to Section 10.3, Buyer shall promptly notify Sellers of such audit or claim (a “Tax Proceeding”), stating the nature and basis of any such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Sellers from any liability which it may have on account of this indemnification or otherwise, unless the Sellers are materially prejudiced thereby. Sellers’ Representative will have the right, at its option, upon timely notice to Buyer, to assume control or any defense of any Tax Proceeding with their own counsel. Sellers’ Representative’s right to control a Tax Proceeding will be limited to amounts in dispute which would be paid by Sellers or for which Sellers would be liable pursuant to Section 10.3. Costs of such Tax Proceeding are to be borne by Sellers (subject to the proviso in Section 10.3 unless the Tax Claim relates to taxable periods ending after receipt by the Purchaser Closing Date, in which event such costs will be fairly apportioned. Buyer and the Company shall cooperate with Sellers’ Representative in connection with any Tax Proceeding, which cooperation shall include the retention and, upon Sellers’ Representative’s request, the provision of records and information which are reasonably relevant to such Tax Proceeding, making employees available on a mutually convenient basis to provide additional information or Seller explanation of written notice any material provided hereunder and providing Sellers’ Representative with any powers of attorney that would be necessary for Sellers’ Representative to assume the control or defense of any Tax Proceedings as provided in this Section 10.4. Notwithstanding the foregoing, Sellers’ Representative shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of any Tax Proceeding with respect to any liability for Taxes that may adversely affect the liability for any state or federal income tax of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets Subsidiaries or any Affiliated Group of which the Company or any of its Subsidiaries is a member for any tax not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”which consent shall not be unreasonably withheld or delayed), the recipient will promptly notify the Purchaser or Sellerand neither Sellers’ Representative, as applicable. Such notice will contain factual information (to the extent known) describing the asserted nor any of its Affiliates, shall file an amended Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues Return that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would may adversely affect the liability for Taxes of the Company or any of the Purchaser, the Company its Subsidiaries that is not otherwise indemnifiable under this Section 10 without the prior written consent of the Purchaser, Buyer (which consent shall not be unreasonably withheldwithheld or delayed). For the avoidance of doubt, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of Buyer and Sellers shall jointly control all proceedings taken in connection with any such settlement. In order to allow the Seller to respond claims for Taxes relating solely to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records Straddle Period of the Company for periods on or before the Closing Dateany of its Subsidiaries as provided above in this Section 10.4.

Contest Provisions. Promptly after Purchaser shall promptly notify the Members in writing upon receipt by the Purchaser or Seller Purchaser, any of written its Affiliates of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating for which the Members would be required to Taxes of Company with respect indemnify the Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 5.09(a), provided that failure to comply with this provision shall not affect the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (Purchaser’s right to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claimindemnification hereunder. The Seller will Members shall have the sole right to represent the Company’s interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will the Members shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of the Purchaser or the Company for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which . Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of extent that the Purchaser to indemnify Members have indemnified the Purchaser against the effects of any such settlement. In order The Members shall be entitled to allow participate at their own expense in the Seller defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by the Members pursuant to respond to a Tax Claim involving any Company/Seller Tax PeriodSection 5.09(a) and, with the Purchaser agrees to allow Seller reasonable access to the books and records written consent of the Purchaser, and at its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company may agree to settle any tax claim for periods the portion of the year or period ending on or before the Closing DateDate which may be the subject of indemnification by the Members under Section 5.09(a) without the prior written consent of the Members, which consent shall not be unreasonably withheld.

Contest Provisions. Promptly after Star shall promptly notify CKE in writing upon receipt by Star, any of its affiliates or the Purchaser or Seller Star Group of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company income or any franchise tax audits or assessments which may materially affect the tax liabilities of its assets (“Tax Authority”) relating the Star Group for which CKE would be required to Taxes of Company with respect indemnify Star pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 3.1(a), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Star's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will CKE shall have the sole right to represent the Company’s Star Group's interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsEffective Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will CKE shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of Star or the Star Group for any of period after the PurchaserEffective Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) without the prior written consent of CKE. Such consent shall not be unreasonably withheld. CKE shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or period ending after the Effective Date which may be the subject of indemnification by CKE pursuant to Section 3.1(a) and, with the written consent of Star, and at its sole expense, may assume the Purchaserentire defense of such tax claim. Neither Star nor Summit nor any of the Star Group may agree to settle any tax claim for the portion of the year or period ending on the Effective Date which may be the subject of indemnification by CKE under Section 3.1(a) without the prior written consent of CKE, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of Buyer's Affiliates or Subsidiaries, the Purchaser Company or Seller ILIC of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Tax audits or assessments which may affect the Tax liabilities of the Company or ILIC for which Seller could be required to indemnify Buyer pursuant to Section 7.4.1 (assuming, for this purpose, no exception to or limitation on such indemnity obligation attributable to the existence of any of its assets (“Tax Authority”) relating to reserve for Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”on the Final Balance Sheet), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder except to the extent known) describing such failure results in an increase in the asserted Tax Claim amount for which Seller is liable under Section 7.4.1 or otherwise results in reasonable detail and will include copies of any notice a Loss to Seller or other document received from any Taxing Authority in respect of any such asserted Tax Claima Seller Affiliate. The Seller will shall have the sole right to represent and control the Company’s 's and ILIC's interests in any Tax audit Contest relating to taxable periods ending on or administrative before the Closing Date, or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability claim for Taxes or which could be subject to indemnification obligationsby Seller pursuant to Section 7.4.1. other than Taxes described in the next paragraph, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settlesettle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes that which would materially adversely affect the liability for Taxes of any of the PurchaserBuyer, the Company or ILIC for any period (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions or the reduction of loss or credit carryforwards) without the prior written consent of the PurchaserBuyer, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of the Purchaser to indemnify the Purchaser extent that Seller has indemnified Buyer against the effects of any such settlement. In order Seller shall be entitled to allow participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be subject to indemnification by Seller pursuant to respond to a Section 7.4.1 and, with the written consent of Buyer and at its sole expense, may assume the entire defense of such Tax Claim involving any Company/Seller Tax Periodclaim if assumption of such defense is permitted by law. Neither Buyer, the Purchaser agrees Company, nor ILIC may agree to allow Seller reasonable access to settle any Tax claim for the books and records portion of the Company year or period ending on the Closing Date which may be the subject of indemnification by Seller under Section 7.4.1 without the prior written consent of Seller, which consent shall not be unreasonably withheld. Buyer shall have the sole right to represent the Company's or ILIC's interests in the defense of any claim for Taxes relating to taxable periods beginning on or before after the Closing Date. Notwithstanding the foregoing, Buyer shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of Seller, the Company or ILIC for any period for which Seller must indemnify Buyer pursuant to Section 7.4.1 (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions or the reduction of loss or credit carryforwards) without the prior written consent of Seller, which consent shall not be unreasonably withheld, and shall not be necessary to the extent that Buyer has indemnified Seller against the effects of any such settlement.

Contest Provisions. Promptly after receipt by the Purchaser Buyer, one its Affiliates or any Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser Buyer or SellerSellers Representative, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority taxing authority in respect of any such asserted Tax Claim. The Seller failure of Sellers Representative to receive prompt notice from Buyer or its Affiliates as provided herein will not relieve Sellers of any of their indemnification obligations under this Agreement except to the extent such failure to provide notice materially adversely affects Sellers’ ability to assert any of their or Company’s or its Affiliates’ rights with respect to such Tax Claim. Buyer will have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expenseissues; provided, however, that the Purchaser Buyer will keep Sellers Representative informed of, and their representatives will be permittedprovide it with copies of all material correspondence related to, at their expense, to be present at any such audit or proceeding. Notwithstanding Without the foregoing, Seller Sellers Representative’s written consent (which will not be able unreasonably withheld or delayed), Buyer will not settle or compromise any claim, litigation, audit, examination or other proposed change or adjustment by any taxing authority relating to settle, either administratively or any period (including the portion of any Straddle Period) ending from and after the commencement Closing Date if such settlement or compromise results in or has the effect of litigation, increasing the amount of Taxes payable with respect to any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Pre-Closing Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.