Common use of Contest Provisions Clause in Contracts

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns under Section 3.1 (the “Responsible Party”), shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheld

Contest Provisions. (a) The party responsible for preparation Each of Acquiror, on the one hand, and filing Tax Returns under Section 3.1 Parent, on the other hand (the “Responsible Party”"Recipient"), shall have notify the exclusive right chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") which could affect the liability for Taxes of such other party. If the Recipient fails to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund give such prompt notice to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or other party it shall not be entitled to indemnification for any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed Taxes arising in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining Claim if and to the management extent that such failure to give notice materially and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and adversely affects the resolution of any Tax Item. Any costs incurred other party's right to participate in the handling or contesting of a Tax Controversy shall be borne by the Responsible PartyClaim. (b) Parent shall use reasonable efforts have the sole right to keep Spinco advised as to the status of Tax audits and litigation involving represent Holdings for any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreementtaxable period, and Spinco shall use reasonable efforts have the sole right to keep Parent advised as represent any of the Transferred Companies' interests in any Tax Claim relating to taxable periods ending on or before the status Closing Date and to employ counsel of Tax audits and litigation involving any issue that related to a Tax of its choice at its expense. Parent or any Affiliate of Parent may not settle or otherwise dispose of any Tax Claim of any of the Transferred Companies relating to such periods if such settlement or disposition materially and adversely affects or may materially and adversely affect the Tax liability of the Acquiror, Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate of the foregoing without the prior written consent of Acquiror, which consent may not be unreasonably withheld or could give rise delayed. In the case of a Straddle Period, Parent shall be entitled to provide comments which shall be considered in good faith with respect to any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Acquiror, at Parent's sole expense, may assume the control of such entire Tax Claim. None of Acquiror, any of its Affiliates, the Acquiror Sub Surviving Corporation or the Transferred Companies may settle or otherwise dispose of any Tax Claim with respect to any Straddle Period for which Parent may have a liability of Parent or any Parent Affiliate under this Agreement (in each casewithout the prior written consent of Parent, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries which consent may not be unreasonably withheld or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b)delayed. (c) Notwithstanding Section 5.2(aAcquiror shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Transferred Companies for all taxable periods beginning after the Closing Date ("Post-Closing Period"), i) To the extent resolution ; provided, however, that Acquiror shall not initiate any such claim for refund or amend any such Tax Return or settle or dispose of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Claim with respect to so much of a Post-Closing Period if such claim for refund, amendment, settlement, or disposition materially and adversely affects or may materially and adversely affect the Tax Controversy as relates to Taxes for liability of Cendant, Parent, Holdings or any of its Affiliates, without the prior written consent of Parent, which such other party may be responsible; and ii) A Responsible Party consent shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheldwithheld or delayed.

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns under Section 3.1 After the Closing Date, the Acquiror (the “Responsible Party”), shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitationor a Designated Acquiror) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to notify the other party. Without limiting the foregoing, in writing upon receipt by any Acquiror Indemnified Party or Parent and SpincoIndemnified Party, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, written notice of proposed adjustmentany pending or threatened tax audits, examinations or notice of deficiency received by assessments (a “Tax Claim”) which would reasonably be expected to affect the Tax liabilities for which the Parent or its Affiliate the Acquiror may be liable under Section 7.01; provided, that the failure by the Acquiror or by Spinco or its Affiliatethe Parent, as the case may be, relating to notify the other of any Liability Issue Tax Claim shall not relieve the Parent or any adjustment referred the Acquiror (or a Designated Acquiror), as the case may be, of its obligations under this Article VII in whole or in part except to in this Section 5.2(b)the extent the Parent or the Acquiror, as the case may be, is materially prejudiced as a consequence of such failure. (c) Notwithstanding Section 5.2(a), i) To The Parent shall have the extent resolution right to control the contest of any Tax Controversy could Claim for which the Parent is solely liable under this Agreement; provided, that (A) the Acquiror shall have the right, at its own expense, to participate in (but not control) all proceedings related to such Tax Claim, (B) the Parent shall promptly furnish to the Acquiror copies of all relevant correspondence and documentation in connection with any such Tax Claim and shall provide the Acquiror with the opportunity to comment on all proposed correspondence and submissions to the relevant tax authority, which comments the Parent shall consider in good faith, (C) the Parent shall consult in good faith with the Acquiror regarding the conduct of the contest of any such Tax Claim and (D) the Parent shall use good faith reasonable efforts to take positions in any contest that are consistent with the positions taken in prior settlements with respect to substantially similar issues if the failure to take a consistent position would give rise to a material adverse effect to any of the Companies or the Transferred Subsidiaries. The Parent shall not, and shall not permit any relevant party to, enter into any settlement or otherwise compromise any such Tax Detriment Claim without the prior written consent of the Acquiror, provided, that if the Acquiror shall refuse to consent to any settlement or loss of compromise that the relevant tax authorities and the Parent propose to accept (a “Proposed Settlement”) and such Proposed Settlement would not reasonably be expected to result in a material Tax Benefit cost to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party Acquiror Indemnified Parties that is not indemnified by the Responsible PartyParent, then (X) the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights liability of the Parent with respect to so much the subject matter of the Proposed Settlement shall be limited to the amount that such liability would have been to the Parent were the Proposed Settlement accepted, and (Y) the Acquiror shall thereafter be entitled to assume control of the contest, settlement and compromise of such Tax Claim and shall bear its own costs and expenses in connection with such Tax Claim. (ii) With respect to any Straddle Period, the Parent and the Acquiror shall jointly control the contest, settlement and compromise of any relevant Tax Claim and each party shall cooperate with the other party at its own expense and no settlement or compromise with respect thereto shall be entered into without the consent of the other party, which consent shall not be unreasonably withheld. (iii) Within 20 days of receiving notice from the Acquiror of a Tax Claim pursuant to Section 7.03(a), the Parent shall notify the Acquiror in writing if its intention to control the contest of any Tax Claim that is the subject of such notice and that the Parent is otherwise entitled to control (or jointly control) pursuant to Section 7.03(b)(i) or Section 7.03(b)(ii). If the Acquiror does not receive such notice from the Parent within such period, or if the Parent shall notify the Acquiror that it does not wish to control (or jointly control) the contest of such Tax Claim (or any other Tax Claim), the Acquiror thereupon shall be entitled to control the contest, settlement and compromise of such Tax Claim in its sole discretion; provided, however, that the failure of the Parent to provide notice shall not result in the Parent waiving any of its rights under this Agreement (including its right to control the contest of the Tax Controversy Claim) in whole or in part except to the extent the Acquiror is materially prejudiced as relates a consequence of such failure. (iv) Except as otherwise expressly provided, nothing contained in this Section 7.03(b) shall be construed as limiting the Acquiror Indemnified Parties’ right to Taxes indemnification under Section 7.01, provided, that the Acquiror may elect (by written notice to the Parent) to forgo indemnification under Section 7.01 for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment Claim or loss portion thereof, in which case the Acquiror shall be entitled to control the contest, settlement and compromise of a material such Tax Benefit Claim or applicable portion thereof in its sole discretion and at its own expense. (v) The foregoing provisions of this Section 7.03(b) shall apply to the Parent and its Affiliates, on the one hand, and to the Acquiror and its Affiliates, on the other party totaling at least $250,000 without such other party’s consenthand, not to be unreasonably withheldmutatis mutandis.

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns If a claim shall be made by any Taxing or Government Authority, that, if successful, might result in a payment on behalf of Parent to Purchaser under Section 3.1 (the “Responsible Party”), 8.2 Purchaser shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates promptly notify Parent with such potential liability in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction writing (a “Tax ControversyNotice”) related of such claim (a “Tax Claim”) provided that Purchaser's failure to deliver such Tax Notice to Parent shall not limit Purchaser's rights under Section 8.2 except to the extent Parent's position or defense is actually and materially prejudiced by such failure. Such Tax Notice shall provide reasonable detail to apprise Parent of the nature of the Tax Claim, taking into account the facts and circumstances with respect to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible PartyClaim. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates With respect to a Tax of Spinco Claim or any Spinco Affiliate or that could give rise proceeding arising therefrom relating exclusively to a liability of Spinco or any Spinco Affiliate under this AgreementPre-Closing Period, and Spinco Purchaser shall use reasonable efforts to keep Parent advised as have the right, at Parent's sole expense (but subject to the status same limitation on expenses as provided in Section 8.2(a)(vii)(G)), to represent the interests of Tax audits and litigation involving any issue that related the Target Companies with respect to such a Tax of Claim or proceeding; provided, that: (i) Purchaser shall provide Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other with copies of any inquiries or requests for information all correspondence, notices and other written materials received from any Taxing Authority Authorities and shall otherwise keep Parent and its tax advisors advised of significant developments in the audit or any other administrative, judicial, dispute and of significant communications involving representatives of the Taxing Authorities; (ii) Parent shall have the right to consent to the selection of outside counsel or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, advisors in connection with such Tax Claim or proceeding (which consent shall not be unreasonably withheld); (iii) Purchaser shall keep Parent reasonably informed and consult seriously and in good faith with Parent and Spincoits tax advisors with respect to any issue relating to such audit or dispute; (iv) Parent may request that Purchaser take a position in respect of such audit or proceeding, as and Purchaser shall do so provided that (X) there exists a reasonable basis in fact and law for such position and (Y) the case may be, adoption of such position would not reasonably be expected to adversely affect the Tax liability of any of the Target Companies for any post-Closing period or portion thereof (unless Parent agrees to indemnify and hold harmless such Target Companies from such adverse effect); (v) Purchaser shall each promptly furnish to the other within 30 days of receipt provide Parent with a copy of any material written submission to be sent to a Taxing Authority prior to the relevant section of the revenue agent’s report submission thereof and shall give serious and good faith consideration to any comments or similar report, notice of proposed adjustment, or notice of deficiency received by suggested revisions that Parent or its Affiliate tax advisors may have with respect thereto; (vi) Parent shall have the right to have a representative attend any portion of a meeting between Purchaser or by Spinco any Target Company, on the one hand, and a Taxing Authority, on the other, in which any Tax for which Parent may be liable pursuant to Section 8.2(a)(vii) is discussed, provided that Purchaser shall have the right to set the agenda and strategy for such meeting; and (vii) there will be no settlement, resolution, or closing or other agreement with respect thereto without the consent of Parent, which consent will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Parent may reasonably withhold its Affiliate, as the case may be, relating consent to any Liability Issue settlement, resolution or closing or other agreement with respect to any adjustment referred Tax Claim or proceeding arising therefrom if Parent can supply Purchaser with an opinion of nationally recognized tax counsel in the relevant jurisdiction that there is a reasonable basis in law and fact for Parent to achieve a more favorable result than the settlement, resolution, closing or other agreement, in this Section 5.2(b)which case Purchaser will continue to pursue the relevant tax audit or proceeding. (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise With respect to a material Tax Detriment Claim or loss proceeding arising therefrom relating to a Straddle Period, Purchaser shall have the right, at its sole expense (but subject to indemnity pursuant to Section 8.2(a)(vii), reasonably allocated taking into account the portion of the total Tax Claim that related to a material Tax Benefit Pre-Closing Period), to represent the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not interests of the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Target Companies with respect to so much of such a Tax Claim or proceeding; provided, that: (i) Parent shall have the Tax Controversy as relates right, at its sole expense, to Taxes for which such other party may be responsible; andhave a representative attend any proceedings and negotiations and to review any written materials sent to or received from the Taxing Authority; (ii) A Responsible Party Purchaser shall reasonably cooperate with Parent in connection with such attendance; (iii) Purchaser shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment Claim or loss of a material Tax Benefit to the other party totaling at least $250,000 proceeding arising therefrom without Parent's consent (such other party’s consent, consent not to be unreasonably withheld, conditioned or delayed).

Contest Provisions. (a) The party responsible for preparation Subject to the cooperation provisions in Section 4.2 and filing Tax Returns under Article V hereof and to this Section 3.1 (the “Responsible Party”)4.3, Torchmark shall have full responsibility and discretion in the exclusive right to control, contest, and represent the interests handling of Parent, Spinco and their respective Affiliates in any Tax controversycontroversy with respect to any Tax Return which Torchmark is required to file or cause to be filed hereunder, including (including, without limitation) any , an audit, protest, or claim for refund a protest to the Appeals Division of the IRS, competent authority proceeding other administrative appeals, and litigation in Tax Court or any other court of competent jurisdiction (a “"Tax Controversy”) related to such Tax Return"). Subject to Section 5.2(c) hereof, such exclusive right shall include In the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of event a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or involves items that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status payment of Tax audits for which WRFI would be liable or a refund of Tax for which WRFI would be entitled hereunder (a "WRFI Item") and litigation involving any issue also involves items that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability payment of Parent Tax for which Torchmark would be liable or any Parent Affiliate under this Agreement a refund of Tax for which Torchmark would be entitled hereunder (in each case, a “Liability Issue”"Torchmark Item"). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party Torchmark shall provide such other party (at such other party’s expense) reasonable participation rights advise and consult with WRFI with respect to so much of the such Tax Controversy as relates to Taxes for and any proposed settlement thereof which such other party may be responsible; and ii) A Responsible Party affects the WRFI Items, and shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy WRFI Item without WRFI's consent (which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, may not to be unreasonably withheld). WRFI and its representatives, at WRFI's expense, shall be entitled to participate in all conferences, meetings, or proceedings with any Tax Authority, the subject matter of which includes or affects any WRFI Item, and shall be entitled to participate in all appearances before any court, the subject matter of which includes or affects any WRFI Item. The right to participate shall include, without limitation, discretion to control the content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to the WRFI Items. In the event a Tax Controversy involves only WRFI Items, and has no affect on Torchmark Items, then upon request by WRFI, WRFI shall have full responsibility and discretion in the handling, at WRFI's expense, of such Tax Controversy with Torchmark's cooperation as set forth in Section 4.2 and Article V hereof.

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns the Taxes under Section 3.1 2.1 (the “Responsible Party”), shall shall, with respect to a Tax Return, have the exclusive right to control, contest, and represent the interests of ParentS▇▇▇ ▇▇▇, Spinco HBI and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c5.2(d)(ii) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent Notwithstanding anything to the contrary in Section 5.2(a), S▇▇▇ ▇▇▇ shall be the Responsible Party with respect to (i) all Tax Returns for the S▇▇▇ ▇▇▇ Consolidated Group and S▇▇▇ ▇▇▇ Group, and (ii) all Straddle Period Tax Returns and Tax Returns for a Combined Jurisdiction which include a tax period for which S▇▇▇ ▇▇▇ is responsible for the Taxes under Section 2.1. (c) S▇▇▇ ▇▇▇ shall use reasonable efforts to keep Spinco HBI advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco HBI or any Spinco HBI Affiliate or that could give rise to a liability of Spinco HBI or any Spinco HBI Affiliate under this Agreement, and Spinco HBI shall use reasonable efforts to keep Parent S▇▇▇ ▇▇▇ advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent S▇▇▇ ▇▇▇ or any Parent S▇▇▇ ▇▇▇ Affiliate or could give rise to a liability of Parent S▇▇▇ ▇▇▇ or any Parent S▇▇▇ ▇▇▇ Affiliate under this Agreement (in each case, a “Liability Issue”). Parent S▇▇▇ ▇▇▇ and Spinco HBI shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent S▇▇▇ ▇▇▇ and SpincoHBI, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent S▇▇▇ ▇▇▇ or its Affiliate or by Spinco HBI or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b5.2(c). (cd) Notwithstanding Section 5.2(a), i) To With respect to any Tax Controversy, to the extent a party may be responsible for Taxes under Section 2.1 with respect to a given Tax Return or to the extent resolution of any the Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000party, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a material Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheld.

Contest Provisions. (ai) The party responsible for preparation and filing Tax Returns under Section 3.1 (the “Responsible Party”), Seller shall have the exclusive right authority to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) control any audit, protestexamination, dispute, litigation or other proceeding in respect of Taxes, initiate any claim for refund refund, amend any Tax Return, and contest, settle, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to the Appeals Division of the IRSany Tax liability (each, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax ControversyContest”) for which Seller is or may be obligated to indemnify Purchaser under Section 7.11(f). After the Closing, Purchaser shall promptly notify Seller (but in any event within twenty (20) days, or such shorter period as is required, necessary or advisable to enable Seller to comply with Law, including as may be required, necessary or advisable to answer summons of complaints or generally answering Actions within periods and deadlines required by Law), of receipt by Purchaser or Bank or any of their Affiliates of written notice of any such Tax Contest for which Seller is or may be obligated to indemnify Purchaser under Section 7.11(f)(i). In addition to the foregoing, Purchaser shall promptly provide to Seller copies of all written notices and other documents received by Purchaser or Bank or any of their respective affiliates relating to any such Tax Contest. (ii) After the Closing, Purchaser shall (at its sole cost and expense) have the right to control any Tax Contest not described in Section 7.11(d)(i); provided that, to the extent that such Tax Contest involves an issue that, by application of similar principles, could reasonably be expected to result in the proposal or assertion of a Tax deficiency for another year not so examined for which Seller would be required to indemnify Purchaser pursuant to Section 7.11(f): (A) Seller may (at its own expense) participate in the audit, examination, dispute, litigation or other proceeding related to such Tax Return. Subject to Section 5.2(cContest, (B) hereof, such exclusive right Purchaser shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Seller timely informed with respect to so much the commencement, status and nature of such Tax Contest, (C) Purchaser shall (and shall cause its Affiliates to) act in good faith to (x) timely and diligently resolve such Tax Contest and (y) consider any reasonable comments proposed by the Seller that are related to the defense of such Tax Controversy as relates to Taxes for which such other party may be responsible; and iiContest, and (D) A Responsible Party Purchaser shall not settle (and shall cause its Affiliates not to) settle, compromise or otherwise voluntarily resolve dispose of such Tax Contest if such settlement, compromise or disclose any Tax Controversy which disposition could give rise reasonably be expected to a Tax Detriment or loss adversely affect Seller without the consent of a material Tax Benefit to the other party totaling at least $250,000 without Seller, such other party’s consent, consent not to be unreasonably withheld, conditioned or delayed. (iii) If notice required by Section 7.11(d)(i)is not given to Seller or Purchaser, as applicable, within a sufficient period of time to allow Seller or Purchaser, as applicable, to effectively contest such Tax Contest, or in reasonable detail to apprise Seller or Purchaser, as applicable, of the nature of the Tax Contest, in each case taking into account the facts and circumstances with respect to such Tax Contest, Seller or Purchaser, as applicable, shall not be liable to the other party or any of its Affiliates to the extent that such other party’s ability to effectively contest such Tax Contest is materially prejudiced as a result thereof.

Contest Provisions. (a) The party Party responsible for preparation and filing a Tax Returns Return under Section 3.1 3.01 (the “Responsible Party”), ) shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates the other Parties in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding proceeding, and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c3.03(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall notify Holdco in writing within 60 days of the initiation of any of Tax audits and litigation involving any issue that could give rise to a liability of Holdco or Bank under Section 2.02 and shall use reasonable efforts to keep Spinco Holdco advised as to the status of Tax audits and litigation; and Holdco shall notify Parent in writing within 60 days of the initiation of any Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco Parent or any Spinco an Affiliate under this Agreement, Section 2.2 and Spinco shall use reasonable efforts to keep Parent Holdco advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement litigation, (in each case, a “Liability Issue”). Parent and Spinco Holdco shall promptly furnish to each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other partyParty. Without limiting the foregoing, Parent and Spincoor Holdco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its AffiliateHoldco, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b3.02(b). (c) Notwithstanding anything in Section 5.2(a),3.03(a) to the contrary: (i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 any Party totaling at least $250,000100,000, but such party Party is not the Responsible Party, then the Responsible Party shall provide such other party Party (at such other partyParty’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party Party may be responsible; and (ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party Party totaling at least $250,000 50,000 without such other partyParty’s consent, not to be unreasonably withheld; provided that Parent shall be entitled to participate in such determination.

Contest Provisions. (a1) The party responsible Subject to the next sentence, with respect to any Tax Contest (except for preparation any Tax Contests governed by Section 4.25 and filing Section 4.25 of the Bank Disclosure Schedules) that relates solely to a Pre-Closing Tax Returns under Section 3.1 Period, Seller shall control, at its own expense, proceedings taken in connection with such Tax Contest (including selection of counsel) and, without limiting the “Responsible Party”foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, at its own expense and in its sole discretion, either pay the Tax and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Contest in any permissible manner. Notwithstanding the foregoing, with respect to any Tax Contest described in the preceding sentence, Seller shall not (i) settle, compromise or abandon any such Tax Contest without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent that an adverse determination in such Tax Contest would result in a material Tax liability of Purchaser, the Bank Entities or any of their Affiliates in a Tax period that ends after the Closing, or could resolve an issue that could reasonably be expected to recur in a subsequent period, the resolution of which could bind or reasonably prejudice the resolution of such issue in any subsequent period or (ii) conduct any such Tax Contest in a manner that could result in material disruptions for Purchaser or any Bank Entity (for example, by contesting a Tax prior to payment in a manner that prevents Purchaser or any Bank Entity from receiving withholding clearance certificates or other documentation from an applicable taxing authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis), . (2) Purchaser shall have the exclusive right to control, contest, and represent control the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution conduct of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue Contest that relates to a Straddle Period (except for any Tax Contests governed by Section 4.25 and Section 4.25 of Spinco the Bank Disclosure Schedules) so long as the matter does not relate to federal Taxes or state, local or foreign income Taxes applicable to the Bank Entities or Seller (or Affiliate) for any Spinco Affiliate or period prior to the Closing Date. If a Tax Contest (except for any Tax Contests governed by Section 4.25 and Section 4.25 of the Bank Disclosure Schedules) that could give rise relates to a liability Straddle Period does relate to federal Taxes or state, local or foreign income Taxes applicable to the Bank Entities or Seller, the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Contest, provided that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of such Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement Contest, (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to ii) the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Controlling Party shall provide consult with the Non-Controlling Party before taking any significant action in connection with such other party Tax Contest, (at iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such other party’s expenseTax Contest, (iv) reasonable participation rights with respect the Non-Controlling Party shall be entitled to so much of participate in such Tax Contest, (v) the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Controlling Party shall not settle settle, compromise, or otherwise voluntarily resolve or disclose abandon any such Tax Controversy Contest without obtaining the prior written consent of the Non-Controlling Party, which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, consent shall not to be unreasonably withheld, conditioned or delayed and (vi) the Controlling Party shall not conduct any such Tax Contest in a manner that could result in material disruptions for Purchaser or any Bank Entity (for example, by contesting a Tax prior to payment in a manner that prevents Purchaser or any Bank Entity from receiving withholding clearance certificates or other documentation from an applicable Taxing authority

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns the Taxes under Section 3.1 2.1 (the “Responsible Party”), shall shall, with respect to a Tax Return, have the exclusive right to control, contest, and represent the interests of Parent▇▇▇▇ ▇▇▇, Spinco HBI and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c5.2(d)(ii) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent Notwithstanding anything to the contrary in Section 5.2(a), ▇▇▇▇ ▇▇▇ shall be the Responsible Party with respect to (i) all Tax Returns for the ▇▇▇▇ ▇▇▇ Consolidated Group and ▇▇▇▇ ▇▇▇ Group, and (ii) all Straddle Period Tax Returns and Tax Returns for a Combined Jurisdiction which include a tax period for which ▇▇▇▇ ▇▇▇ is responsible for the Taxes under Section 2.1. (c) ▇▇▇▇ ▇▇▇ shall use reasonable efforts to keep Spinco HBI advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco HBI or any Spinco HBI Affiliate or that could give rise to a liability of Spinco HBI or any Spinco HBI Affiliate under this Agreement, and Spinco HBI shall use reasonable efforts to keep Parent ▇▇▇▇ ▇▇▇ advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent ▇▇▇▇ ▇▇▇ or any Parent ▇▇▇▇ ▇▇▇ Affiliate or could give rise to a liability of Parent ▇▇▇▇ ▇▇▇ or any Parent ▇▇▇▇ ▇▇▇ Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withhelda

Contest Provisions. (a) The party Party responsible for preparation and filing a Tax Returns Return under Section 3.1 3.01 (the “Responsible Party”), ) shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates the other Parties in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding proceeding, and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c3.03(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall notify Holdco in writing within 60 days of the initiation of any of Tax audits and litigation involving any issue that could give rise to a liability of Holdco or Bank under Section 2.02 and shall use reasonable efforts to keep Spinco Holdco advised as to the status of Tax audits and litigation; and Holdco shall notify Parent in writing within 60 days of the initiation of any Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco Parent or any Spinco an Affiliate under this Agreement, Section 2.2 and Spinco shall use reasonable efforts to keep Parent Holdco advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement litigation, (in each case, a “Liability Issue”). Parent and Spinco Holdco shall promptly furnish to each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other partyParty. Without limiting the foregoing, Parent and Spincoor Holdco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its AffiliateHoldco, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b3.02(b). (c) Notwithstanding anything in Section 5.2(a),3.03(a) to the contrary: (i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 any Party totaling at least $250,000____________, but such party Party is not the Responsible Party, then the Responsible Party shall provide such other party Party (at such other partyParty’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party Party may be responsible; and (ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party Party totaling at least $250,000 ______ without such other partyParty’s consent, not to be unreasonably withheld; provided that Parent shall be entitled to participate in such determination.