Common use of Contests Clause in Contracts

Contests. (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (ai) After Buyer and Seller shall promptly notify the Closing Date, Buyers shall notify Sellers other Party in writing within ten (10) days upon receipt of receiving written notice of a proposed any pending or threatened audit, notice of deficiency, examination, assessment or the commencement of any other administrative proceeding or court proceedings (“Audit”) which may affect any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or liability for which the Cinemex Companies or Symphony, which, if determined adversely other Party is liable pursuant to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticeSection 5.12. (bii) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) any Audit that relates solely to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to Taxes for which Contest Sellers could be Seller is liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementunder Section 5.12(a), Sellers shall Seller shall, at its option, have the right, at their expense, sole right to participate (A) represent the interests of the Acquired Companies in or, at the option such Audit; (B) employ counsel of Buyers, control the conduct of such Contestits choice in connection therewith; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (iiC) settle such Audit; provided, however, if such settlement or compromise would have an adverse effect on of such Audit reasonably could be expected to adversely affect Buyer or the Cinemex Acquired Companies, Symphony or Buyers, individually or in the aggregate, then Seller shall not settle or otherwise compromise such Proceeding any asserted Tax liability without the prior written consent of Buyers Buyer (which such consent shall not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers . (iii) Buyer shall not have the right to (A) control all other Audits, including all Audits involving any Contest pursuant Post-Closing Tax Period (including any Straddle Period); (B) employ counsel of its choice; and (C) settle such Audit; provided, however, that Buyer shall afford Seller the opportunity to which Sellers would participate, as may reasonably be expected requested by Seller, with Buyer in contesting any Tax claim solely to be entitled the extent such Tax claim relates to Taxes that would give rise to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest Seller indemnity obligation hereunder; and provided further that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall Buyer may not settle or otherwise compromise such Income any asserted Tax Contest liability that would give rise to a Seller indemnity obligation hereunder without the prior written consent of Buyers Seller (which such consent shall not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. Whenever any Taxing Authority asserts a claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller may reasonably be expected to be liable under this Agreement (a) After a “Tax Claim”), Purchaser shall upon receipt of notice of such Tax Claim, promptly inform Seller in writing; provided, however, that failure to give such notice as provided herein shall not relieve Seller of its obligations under this Article V except to the extent that Seller is materially prejudiced thereby. Seller shall have the right to elect to control the defense of any Tax Claim relating to taxable periods ending on or before the Closing Date, Buyers shall notify Sellers in writing or otherwise relating to Taxes for which Seller may be liable under this Agreement (other than with respect to a Straddle Period), at its sole cost and expense by written notice to Purchaser within ten (10) days of receiving receipt of notice thereof; provided, however, that Purchaser may, at its sole cost and expense, retain separate counsel of a proposed assessment its choosing to participate in the defense or settlement of such Tax Claim by Seller. If Seller timely elects to control the commencement defense of any such Tax audit Claim in accordance with this Section 5.06, (i) Seller shall keep Purchaser reasonably apprised of the status of the Tax Claim and the defense thereof and shall reasonably consider recommendations made by Purchaser with respect thereto and (ii) Purchaser shall have the right to consent, which consent may not be unreasonably withheld, conditioned or administrative or judicial Proceeding or of delayed, to any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (settlement to the extent known such settlement would affect the amount of Taxes for which Purchaser or its Affiliates may be liable for taxable periods ending after the Closing Date. If Seller elects not to Buyers and control the Cinemex Companies defense or Symphony thereafter fails or ceases to defend any Related Person such Tax Claim, Purchaser shall have the right to control the defense of such party) briefly describing Tax Claims at its sole cost and expense, and Seller shall have the asserted Tax liability and shall include copies of right to consent, which consent may not be unreasonably withheld, conditioned or delayed, to any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except settlement thereof to the extent Sellers have been materially prejudiced such settlement would affect the amount of Taxes for which Seller may be liable under this Agreement. Except as otherwise required by the failure foregoing provisions of this Section 5.06, Purchaser shall have the right to receive such notice. (b) Except as provided belowcontrol any proceedings relating to Taxes of or with respect to the Company or any of its Subsidiaries; provided, however, that, in the case of a Tax audit or administrative or judicial Proceeding (Claim with respect to a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could Period, Seller shall be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, such proceeding (at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (iits sole cost and expense) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income extent such Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) Claim is allocable related to the portion of such Straddle Period ending on that is a Pre-Closing Tax Period, and including Purchaser shall not settle such portion of such Tax Claim without the Closing DateSeller’s consent, (x) shall which consent may not be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxesunreasonably withheld, subject to the limitations set forth in Section 8.5 as conditioned or delayed, if such additional settlement would affect the amount of Taxes were Losses subject to indemnification for which Seller may be liable under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesthis Agreement.

Contests. (a) After the Closing DateClosing, Buyers Purchaser shall promptly notify Sellers in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding or proceeding of any demand or claim on Buyers Purchaser or the Cinemex Companies or Symphony, Company which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations would be grounds for indemnification under this Agreement Article IX; provided, however, that the failure to give such written notice will not affect Purchaser’s right to indemnification under this Article IX except to the extent Sellers have been materially prejudiced by the extent, if any, that Purchaser’s failure to receive such noticeso notify Sellers precludes Sellers from contesting the Tax in question. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding that relates to a taxable period that (A) ends periods ending on or before the Closing Date Date, Sellers shall have the right at their expense to participate in and control the conduct of such audit or proceeding; provided, however, Purchaser may participate in any such audit or proceeding at its sole cost and expense and, if Sellers do not assume the defense of any such audit or proceeding, Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after five (B5) is allocable Business Days prior written notice to Sellers setting forth the terms and conditions of settlement. The parties will work together to resolve any disputes should Sellers timely object to any settlement proposed by the Purchaser. (c) With respect to issues relating to a potential adjustment for which both Sellers and Purchaser or the Company could be liable, (i) each party may participate in the audit or proceedings, and (ii) the audit or proceedings shall be controlled by that party which would bear the burden of the greater portion of such Straddle Period ending on the sum of the adjustment and including the Closing Date, (x) shall any corresponding adjustments that may reasonably be paid by Sellers to Buyers if the anticipated for future Tax adjustment requires payment of additional Taxes, subject to the limitations periods. The principle set forth in Section 8.5 as if the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article IX by Purchaser and Sellers. (d) Neither Purchaser nor Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such additional Taxes were Losses subject year or a subsequent year without the written consent of the other party, which consent may not be unreasonably withheld or delayed. Purchaser and Sellers shall cooperate, and Purchaser shall cause the Company to indemnification under Section 8.4(i) and (y) shall be paid by cooperate, in the defense against or at the direction compromise of Buyers to Sellers if the Tax adjustment results any claim in a credit any audit or refund of Taxesproceeding.

Contests. (a) After Purchaser shall promptly notify Seller in writing upon receipt by Purchaser or the Subject Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Subject Company for which Seller would be required to indemnify Purchaser pursuant to Section 5.4(a). Seller shall have the sole right to represent the Subject Company's interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, Buyers and to employ counsel of its choice at its own expense. Seller shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment not be entitled to settle, either administratively or after the commencement of litigation, any Tax audit or administrative or judicial Proceeding or claim for Taxes that would materially adversely affect the liability for Taxes of any demand or claim on Buyers Purchaser or the Cinemex Companies or Symphony, which, if determined adversely to such party or Subject Company for any period after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which Purchaser; provided that such consent shall not be unreasonably withheld, withheld or delayed or conditioned). Notwithstanding the foregoing, Sellers and shall not have be necessary to the right to control extent that Seller has indemnified Purchaser against the effect of any Contest pursuant to which Sellers would reasonably be expected to such settlement. Seller shall be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companiesparticipate, Symphonyat its own expense, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns defense of any of the Cinemex Companies claim for Taxes for a year or Symphony (an “Income Tax Contest”) period that relates to Taxable Periods ending on or prior to includes and ends after the Closing Date, pursuant to which Contest Sellers could Date that may be liable for the subject of indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, by Seller pursuant to Section 11.45.4(a) and, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance the written consent of Purchaser (which shall not be unreasonably withheld or delayed), and access to at its sole expense, may assume the books and records entire defense of such Cinemex tax claim. Neither Purchaser nor the Subject Company may agree to settle any Tax claim for the portion of the year or Symphony as it relates period ending prior to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in Closing Date which may be the aggregate, shall not settle or otherwise compromise such Income Tax Contest subject of indemnification by Seller under Section 5.4(a) without the prior written consent of Buyers (which Seller; provided that such consent shall not be unreasonably withheld, delayed withheld or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesdelayed.

Contests. If a notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (aa “Tax Contest”) After shall be delivered, sent, commenced, or initiated to, by or against Purchaser or any of the Closing DateCompanies by any taxing authority with respect to Taxes that results in or may result in a Tax Loss for which indemnification may be claimed from Sellers under this Agreement, Buyers Purchaser shall promptly notify Sellers in writing within ten (10) days of receiving notice such Tax Contest; provided that the failure to so notify Sellers shall not relieve Sellers of a proposed assessment their indemnification obligations hereunder, except to the extent that such failure prejudices Sellers’ defense of the Tax Contest. Sellers shall have the sole right to represent the Companies’ interests and to employ counsel of their choice at their expense with respect to any such Tax Contest; and Purchaser shall cause each of the applicable Companies to execute any powers of attorney or other documents or forms necessary in order to allow Sellers to control such Tax Contest and to settle any such Tax Contest; provided that in the commencement case of any Tax audit or administrative or judicial Proceeding or of Contest relating to any demand or claim on Buyers or the Cinemex Companies or SymphonyTax for any Straddle Period, which, if determined adversely Purchaser and Sellers shall each be entitled to participate at their own expense in such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (Tax Contest to the extent known it relates to Buyers a Tax for which such party bears liability pursuant to Section 9.1. No party may settle or otherwise dispose of any Tax Contest for which another party may have a liability under Section 9.1 or which settlement could adversely affect either party in Tax periods for which such party is responsible or for which another party may be entitled to a refund or credit under Section 9.1 without the prior written consent of such other party, which consent will not be unreasonably withheld, conditioned or delayed. In the event that Sellers do not take control of a Tax Contest that they have the right to control hereunder, Purchaser and the Cinemex Companies or Symphony or any Related Person shall keep Sellers reasonably informed as to the progress of such party) briefly describing the asserted Tax liability Contest and shall include copies not enter into any settlement or other disposition of the such Tax Contest prior to receiving the written consent of Sellers, which consent will not be unreasonably withheld, conditioned or delayed. In no event, without the prior written consent of PLC, which shall not be unreasonably withheld, conditioned or delayed, shall Purchaser or the Companies grant an extension of any notice or other document received from any Taxing Authority applicable statute of limitations in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods period ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesPeriod.

Contests. (a) After the Closing DateClosing, Buyers Purchaser shall promptly notify the Sellers Representative in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers Purchaser, its Affiliates, or the Cinemex Companies corresponding to a taxable period that (A) ends on Company or before the Closing Date or (B) is allocable any Company Subsidiary which, if determined adversely to the portion taxpayer or after the lapse of time, could result in any Tax liability for the Sellers or be grounds for indemnification by the Sellers under ARTICLE IX. Such notice shall contain factual information (to the extent known to Purchaser, its Affiliates, or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Purchaser fails to give the Sellers Representative prompt notice of an asserted Tax liability as required by this Section 7.03, then the Sellers shall not have any obligation to indemnify for any loss arising out of such Straddle Period ending on and including the Closing Dateasserted Tax liability, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject but only to the limitations set forth in Section 8.5 as if extent that failure to give such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment notice results in a credit detriment to the Sellers. (b) In the case of a Tax audit or refund administrative or judicial proceeding (a “Contest”) that relates to a Pre-Closing Tax Period, Purchaser shall have the sole right (at Seller’s expense) to control the conduct of Taxessuch Contest. Purchaser shall notify Sellers Representative of any Contest, and shall keep Sellers Representative reasonably informed of the progress of such Contest, including by providing Sellers Representative copies of any material correspondence with the taxing authority. However, in such case, none of Purchaser or the Company may settle or compromise any asserted liability that Sellers may be obligated to indemnify without prior written consent of the Sellers Representative; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. (c) With respect to Straddle Periods, Purchaser shall direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability. If the asserted Tax liability is one with respect to which indemnity may be sought from the Sellers pursuant to ARTICLE IX, the Sellers Representative may participate (at the Sellers’ expense) in such Contest, and neither Purchaser nor the Company may settle or compromise any asserted liability without the prior written consent of the Sellers Representative, which shall not be unreasonably withheld. (d) Purchaser, the Sellers Representative and the Sellers agree to cooperate, and Purchaser agrees to cause the Company and the Company Subsidiaries to cooperate, in the defense against or compromise of any claim in any Contest.

Contests. (a) After the Closing DateMerger Effective Time, Buyers the Purchaser shall promptly notify Sellers the Seller in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers the Purchaser, its Affiliates, the Company, any Subsidiary or any Joint Venture which, if determined adversely to the Cinemex Companies corresponding taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01. Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates, the Company, any Subsidiary or any Joint Venture) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Liability. Any failure by the Purchaser to give the Seller prompt notice of an asserted Tax Liability as required by this Section 7.03, shall not limit the obligation of the Seller to indemnify the Purchaser, the Company, any Subsidiary or any Joint Venture for such Tax Liability unless and only to the extent that such failure resulted in an economic detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable period that (A) ends periods ending on or before the Closing Date date of the Merger, the Seller shall have the sole right, at its expense, to direct and control the conduct of, or pursue or settle, such Contest. (Bc) is allocable With respect to Straddle Periods, the portion Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax Liability with respect to which indemnity may be sought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, the Seller shall within thirty (30) days of receipt of the notice of asserted Tax Liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause the Company, the Subsidiaries and the Joint Ventures to fully cooperate, at the Seller’s expense, in each phase of such Straddle Period ending Contest. If the Seller elects not to direct the Contest, the Seller shall promptly notify the Purchaser and the Purchaser, the Company, any Subsidiary or any Joint Venture shall assume control of such Contest (at the Purchaser’s expense). The Seller shall fully cooperate in each phase of such Contest. Neither the Purchaser, the Company, any Subsidiary or any Joint Venture, on the one hand, nor the Seller, on the other hand, shall enter into any compromise or agree to settle any claim pursuant to such audit or proceeding which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. In any such Contest, the costs and including expenses of the Closing Date, (x) party assuming control of such Contest shall be paid by Sellers first from any recovery before any payments are made to Buyers if either party. The Purchaser may participate, at its own expense, in any Contest in which the Tax adjustment requires payment Seller assumes control, and the Seller may participate, at its own expense, in any Contest in which the Purchaser assumes control. (d) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of additional Taxes, subject to the limitations set forth any claim in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesany Contest.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers the Seller in writing within ten of (10i) days the initiation of receiving any audit or other examination by a taxing authority of any Pre-Closing Period and (ii) any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding of the Purchaser or any member of any demand or claim on Buyers or the Cinemex Companies or Symphony, Target Group which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Article VII; provided, however, that the failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the Purchaser’s right to indemnification under this Agreement Article VII except to the extent Sellers have been materially prejudiced by the extent, if any, that such failure to receive such noticepromptly provide notice materially affected the ability of the Seller to successfully avoid or materially reduce the Tax liability in question. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending on Pre-Closing Period, the Seller shall have the right at its expense to participate in and control the conduct of such audit or prior proceeding; the Purchaser also may participate, at its own expense, in any such audit or proceeding. If the settlement of such audit or proceeding could be reasonably expected to increase the Tax liability of the Purchaser or any of its Affiliates (including any member of the Target Group) in a Post-Closing Period, the Seller may not settle such audit or proceeding without the Purchaser’s consent, which shall not be unreasonably withheld or delayed, provided that the Purchaser’s consent shall not be required if the Purchaser fails to confirm in writing to the Closing Date Seller its consent or decline to consent within ten (10) Business Days of the Purchaser’s receipt of the Seller’s request for such consent (and for the avoidance of doubt, if the Seller fails to receive the Purchaser’s consent or decline to consent within ten (10) Business Days of the Purchaser’s receipt of the Seller’s request for consent, the Purchaser is deemed to have provided its consent to the Seller to settle such audit or proceeding). If the Seller does not assume the control of any Straddle Period pursuant such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding, subject to the Seller’s consent, which Contest Sellers could shall not be liable unreasonably withheld or delayed, provided that the Seller’s consent shall not be required if the Seller fails to confirm in writing to the Purchaser its consent or decline to consent within ten (10) Business Days of the Seller’s receipt of the Purchaser’s request for indemnification such consent (and for the avoidance of doubt, if the Purchaser fails to receive the Seller’s consent or could be entitled decline to consent within ten (10) Business Days of the Seller’s receipt of the Purchaser’s request for consent, the Seller is deemed to have provided its consent to the Purchaser to settle such audit or proceeding). In the event that issues relating to a Tax refund from potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a Taxing Authority pursuant to this Agreementpotential adjustment for which the Purchaser would be liable, Sellers the Purchaser shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their its expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers audit or proceeding with reasonable assistance and access respect to the books and records of such Cinemex Company or Symphony as it relates latter issues, except to the Income Tax Contestextent that it would be harmful to the Seller. (c) With respect to issues relating to a potential adjustment for which both the Seller and the Purchaser or any member of the Target Group could be liable, provided that Sellers (i) shall permit Buyers to both the Seller and the Purchaser may participate in the Income Tax Contest and to monitor the progress of such Contest audit or proceeding and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid controlled by Sellers the Purchaser, and the Seller and Purchaser shall take commercially reasonable efforts to Buyers if the Tax adjustment requires payment separate such audit or proceeding so that issues relating to each of additional Taxes, subject to the limitations them can be handled separately. The principle set forth in this Section 8.5 as if such additional Taxes were Losses subject to indemnification 7.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under Section 8.4(i) this Article VII by the Purchaser and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesSeller.

Contests. (a) After For purposes of this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any Tax matter that affects the Closing DateCompany or its Subsidiaries. Unless the Buyer has previously received written notice from the Equityholder Representative of the existence of such Contest, Buyers the Buyer shall notify Sellers give written notice to the Equityholder Representative of the existence of any Contest relating to a Tax matter which could result in writing an indemnity claim by any Buyer Indemnified Person pursuant to Article VIII, within ten (10) days from the receipt by the Buyer of receiving any written notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphonysuch Contest, which, if determined adversely but no failure to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall not release relieve the Sellers from their obligations under this Agreement except of any liability hereunder unless the Sellers are materially prejudiced thereby. The Buyer, on the one hand, and the Equityholder Representative, on the other, agree, in each case at no cost to the extent Sellers have been materially prejudiced by other party, to cooperate with the failure to receive such notice. (b) Except as provided belowother and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior but not be limited to, making available to the Closing Date other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation, working papers and schedules), officers or to employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled requiring any such books, records and files. If a Contest relates to a Tax refund from a Taxing Authority matter that could result in an indemnity claim by any Buyer Indemnified Person pursuant to this AgreementArticle VIII and the then remaining amount in the Indemnity Escrow Fund is equal to at least half of the amount of Taxes that would reasonably be expected to be payable as a result of such Contest (such Contest, Sellers shall a “Seller Tax Contest”), the Equityholder Representative shall, at its election, have the right, at their expenseright to represent the Company’s or applicable Subsidiary’s interests in any such Seller Tax Contest, to participate in or, employ counsel of its choice at its expense (on behalf of the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers Sellers) and to control the conduct of such Seller Tax Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such including settlement or compromise would other disposition thereof; provided, however, that the Buyer shall have an adverse effect on the Cinemex Companiesright to consult with the Equityholder Representative regarding any such Seller Tax Contest at the Buyer’s own expense; provided further, Symphony that any settlement or Buyers, individually or in the aggregate, shall not settle or otherwise compromise other disposition of any such Proceeding without Seller Tax Contest may only be with the prior written consent of Buyers (the Buyer, which consent shall will not be unreasonably withheld, delayed withheld or conditioned)delayed. Notwithstanding the foregoing, Sellers Buyer shall not have the right to control any Seller Tax Contest that the Equityholder Representative does not elect to control, and any other Contest that could result in an indemnity claim by any Buyer Indemnified Person pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if Article VIII; provided, however, that the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers Equityholder Representative shall have the rightright to consult with the Buyer regarding any such Contest at the Equityholder Representative’s own expense (on behalf of the Sellers); provided further, at their expensethat any settlement or other disposition of any such Contest may only be with the prior written consent of the Equityholder Representative, which consent will not be unreasonably withheld or delayed. Except as otherwise explicitly set forth in this Section 4.8(b), the Buyer shall have the sole right to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected respect to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including after the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (Subject to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person rights of such party) briefly describing the asserted Tax liability and shall include copies insurers under policies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period -------- insurance maintained pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementSection 16 of the Charter, Sellers the Charterer shall have the right, at their its sole cost and expense, to participate investigate, and the right in orits sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the option Charterer's expense, with all reasonable requests of Buyers, the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control the conduct of such Contest; provided thatIndemnitee, even if Buyers opt as is in the Charterer's control or is reasonably available to permit Sellers the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to control enable such Indemnitee to fulfill its obligations under this Section 13. 1. Where the conduct Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such ContestIndemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, Sellers however, that if (i) shall permit Buyers to participate in the Proceeding written -------- ------- opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to monitor be represented by separate counsel, the progress reasonable fees and expenses of such Proceedingseparate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation does not, in -------- the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 13.1. Notwithstanding anything to the contrary contained herein, (x) the Charterer shall not under any circumstances be liable for the fees and expenses of more than one counsel for each of (i) the Owner Participant and the Owner Trust (and their respective successors and permitted assigns, agents and servants) and (ii) if such settlement or compromise would have an adverse effect on the Cinemex CompaniesLoan Participants and the Indenture Trustee (and their respective successors and permitted assigns, Symphony or Buyersagents and servants), individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) during the continuance of a Charter Event of Default, the Charterer shall not compromise any Claim without the consent of the applicable Indemnitee, such consent not to be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesunreasonably withheld.

Contests. (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers Buyer Parties and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability shall promptly forward to Stockholder Representative all written notifications and shall include copies of any notice or other document received communications from any Taxing Authority in relating to any Tax liability of the Companies with respect of to a Pre-Closing Tax Period or any such asserted Tax liabilityactions with respect to the same. The failure of Buyers Buyer Parties or the Companies to provide Sellers deliver such written notice in such period shall not release Sellers from their obligations affect the rights of an Indemnified Party under this Agreement Article 7 with respect to any Tax or Damage directly or indirectly related to the subject matter of such written notification or other communication except to the extent Sellers have been that the Indemnifying Party is materially and irrevocably prejudiced by the failure to receive provide such written notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) Stockholder Representative (at Stockholders’ expense, which shall permit Buyers be paid solely from the Stockholder Representative Expense Amount first and then from the Indemnification Escrow Account without regard to participate in the Proceeding Deductible) shall control any audit or examination by any taxing authority or any other judicial or administrative proceeding with respect to Taxes, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of the Companies (each, a “Tax Matter”) for any Pre-Closing Tax Period (but for this purpose excluding any Straddle Period) but only to monitor the progress extent the Stockholders have an obligation with respect to any such Tax Matter under Article 7, including through recovery against the Indemnification Escrow Account, which has not expired or lapsed; provided, however, that Stockholder Representative shall provide to Buyer Parties (at Buyer Parties’ expense, which expense shall not be subject to indemnification under Article 7) reasonable participation rights with respect to so much of such Proceeding, and (ii) if such settlement Tax Matter that is reasonably likely to affect the Tax liability of Buyer Parties or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Companies for any Post-Closing Tax Period. Stockholder Representative shall not settle assert any defenses or claims, enter into any settlement of, or otherwise compromise compromise, any such Proceeding Tax Matter that reasonably could adversely affect the liability of Buyer Parties or the Companies for any Taxes, as to which the Stockholders would not be liable hereunder, without the prior written consent of Buyers (Parent, which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right If Buyer Parties object to control any Contest action that Stockholder Representative proposes to take pursuant to which Sellers would reasonably the preceding sentence, Buyer Parties shall, within thirty (30) days after delivery from Stockholder Representative of written notice of the intent to take such action, notify Stockholder Representative in writing that it so objects, specifying with particularity the objectionable action and stating the specific factual or legal basis for any such objection. If a notice of objection shall be expected duly delivered, Buyer Parties and Stockholder Representative shall negotiate in good faith and use their commercially reasonable efforts to be entitled resolve such items. If Buyer Parties and Stockholder Representative are unable to a Tax refund if the outcome reach such agreement within ten (10) days after receipt by Stockholder Representative of such contest could have an adverse effect on notice, the Cinemex Companiesdisputed items shall be resolved by the Dispute Advisor and any determination by the Dispute Advisor shall be final. The Dispute Advisor shall resolve any disputed items within ten (10) days of having the item referred to it pursuant to such procedures as it may require. The costs, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any fees and expenses of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) Dispute Advisor shall be paid borne equally by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) Buyer Parties and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesStockholder Representative.

Contests. (a) After In the event any Governmental Authority informs the Purchaser or the Seller (or any of their respective Affiliates) of any proposed or actual audit, examination, adjustment, claim, assessment, or demand with respect to Taxes of the Company or any Subsidiary for any taxable period that ends on or before the Closing DateDate or any Straddle Period, Buyers the party so informed shall promptly notify Sellers the other of such matter. No failure or delay in writing within ten (10) days of receiving notice of a proposed assessment informing the other party shall reduce or otherwise affect the commencement obligations or liabilities of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphonyparty hereto, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (except to the extent known such failure or delay shall have materially and adversely affected the recipient party’s ability to Buyers and the Cinemex Companies defend against any Liability or Symphony or any Related Person of claim with respect to such party) briefly describing the asserted Tax liability and Taxes. Any notice shall include copies be accompanied by a copy of any written notice or other document received from any Taxing the applicable Governmental Authority in with respect of any to such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticematter. (b) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding proceeding (a “Contest”) that relates to Taxable Periods taxable periods ending on or prior to before the Closing Date Date, the Seller shall have the sole right, at its expense, to control the conduct of such Contest, provided that Seller conducts such Contest diligently and in good faith. If the Seller elects to control any Contest that relates to taxable periods ending on or to before the Closing Date, the Purchaser, the Company and any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers relevant Subsidiary shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers . (ic) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to any Straddle Period, the income tax returns of any of Purchaser or the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers relevant Subsidiary shall have the sole right, at their its expense, to control the conduct of such Income Contest. The Seller shall have the right, at its expense, to participate in such Contest involving any asserted Tax Contest, and, Liability with respect to which indemnity may be sought from the Seller pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to 6.01. (d) Neither the books and records Seller nor the Purchaser (nor any of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (itheir respective Affiliates) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement may settle or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest any asserted Liability under this Section 6.03 without the prior written consent of Buyers (which the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. The Purchaser and the Seller agree to cooperate, delayed and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or compromise of any demand or claim on Buyers or in any Contest; provided, however, that the Cinemex Companies corresponding to a taxable period that (A) ends on or before Seller shall bear the Closing Date or (B) is allocable to the portion cost and expense of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxescooperation.

Contests. If an audit is commenced or any other claim is made by any Tax authority with respect to a Tax liability of the Company or any of its Subsidiaries for which Verizon, GTE or Seller could be liable under Section 5.3(b) (a) After the Closing Datea "TAX CONTEST"), Buyers Buyer shall promptly notify Sellers Seller of such Tax Contest (unless Verizon, GTE or Seller previously was notified in writing within ten directly by the relevant Tax authority). If Seller so requests in writing and at Seller's expense, Buyer (101) days of receiving notice of a proposed assessment shall cause the relevant entity (Buyer, the Company, any Subsidiary or the commencement of any successor) to contest such Tax Contest on audit or by appropriate claim for refund or credit of Taxes or in a related administrative or judicial Proceeding or of any demand or claim on Buyers or proceeding which Seller in its sole and absolute discretion chooses to direct such entity to pursue, and (2) shall permit Seller, at its expense, to control the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers prosecution and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect settlement of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or refund claim or related administrative or judicial Proceeding (a “Contest”) that relates proceeding with respect to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a such Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided thatand, even if Buyers opt where deemed necessary by Seller, Buyer shall cause the relevant entity to permit Sellers authorize by appropriate powers of attorney such persons as Seller shall designate to control the conduct of represent such Contest, Sellers (i) shall permit Buyers entity with respect to participate in the Proceeding such audit or refund claim or related administrative or judicial proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise resolve any such Proceeding proceeding; PROVIDED that in any case under this subsection, (x) Seller shall not, without the prior written consent of Buyers (Buyer, which consent shall not be unreasonably withheld, delayed accept any proposed adjustment or conditioned). Notwithstanding enter into any settlement or agreement in compromise or otherwise dispose of any such audit or refund claim or related administrative or judicial proceeding in a manner that would purport to bind the foregoingCompany if such actions would materially and adversely affect the Tax liability or Tax basis, Sellers depreciation, amortization, useful lives, net operating losses, or similar Tax items of Buyer, the Company or any of its Subsidiaries for Taxable periods or portions thereof ending after the Closing Date and (y) Seller shall not keep Buyer informed as to the progress of any audit or refund claim or related administrative or judicial proceeding which Seller has taken control of and Buyer shall have the right to control any Contest pursuant to which Sellers would reasonably be expected consult with Seller during such proceedings at its own expense. Buyer shall further execute and deliver, or cause to be entitled executed and delivered, to a Seller or its designee all instruments and documents reasonably requested by Seller to implement the provisions of this subsection. Any refund of Taxes obtained by Buyer or the affected entity with respect to any Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, period (or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any portion thereof) of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods Company ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers promptly to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth Seller in accordance with Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i5.3(c) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxeshereof.

Contests. (a) After the Closing Date, Buyers Buyer shall promptly notify Sellers Seller or Seller shall promptly notify Buyer in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement claim in a Tax Contest of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers relating to Buyer, Seller or the Cinemex Transferred Companies or Symphony, which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Article X; provided, however, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the rights of a party to indemnification under this Agreement except to the extent Sellers have been extent, if any, that such failure materially prejudiced by prejudices the failure to receive such noticeother party. (b) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) Contest that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (Bii) is allocable relates to a liability for Taxes for which Seller could have to indemnify Buyer or the Transferred Companies pursuant to this Agreement, Seller shall have the right to control the conduct of such Tax Contest; provided that Buyer shall have the right to participate in all such Tax Contests that are reasonably likely to result in an adverse material effect to Buyer or the Transferred Companies. If, following the delivery of a notice specified in Section 10.4(a) by Buyer on Seller, Seller does not elect to conduct a Tax Contest described in clause (i) or (ii) above (or ceases to actively conduct such a Tax Contest for a period of 60 days), Buyer shall be at liberty (without reference to Seller) to admit, compromise, settle, discharge or otherwise deal with such Tax Contest. Buyer shall control all other Tax Contests; provided that Seller shall have the right to participate in all Tax Contests that are reasonably likely to result in an adverse material effect to Seller. Notwithstanding the foregoing, if a Tax Contest involves amounts for which both Seller and Buyer (including the Transferred Companies) could be liable pursuant to the portion terms of this Article X, then the party with the larger potential liability shall control such Straddle Period ending on Tax Contest and including the Closing Dateother party shall have the right to participate. (c) In the case of a Tax Contest that is reasonably likely to result in an adverse material effect to the party that does not control such Tax Contest (the “Non-Controlling Party”), (xi) the party that controls such Tax Contest, as determined under Section 10.4(b) (the “Controlling Party”), shall take account of the reasonable comments of the Non-Controlling Party in relation to such a Tax Contest which are provided on a timely basis, (ii) no action shall be paid by Sellers taken that is not full, true and accurate in all material respects, (iii) all correspondence and communications in relation to Buyers if such a Tax Contest with the Taxing Authority which is a party to the Tax adjustment requires payment Contest shall be made through the advisers appointed by the Controlling Party to act on behalf of additional Taxes, subject the Transferred Companies and shall be copied to the limitations Non-Controlling Party, and (iv) the Controlling Party shall inform the Non-Controlling Party of any notification request for a meeting (including any telephonic meeting) with or visit by any Taxing Authority and shall ensure that a representative of the Non-Controlling Party is present at any such meeting (if so requested in writing by the Non-Controlling Party). (d) Except as set forth in Section 8.5 as if such additional Taxes were Losses subject 10.4(b), none of Buyer, the Transferred Companies or any Affiliate of any of the foregoing, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to indemnification under Section 8.4(i) settle any claim pursuant to any Tax Contest that would adversely affect the other party for any year without the written consent of the other party, which consent may not be unreasonably withheld or delayed. Buyer and (y) shall be paid by Seller agree to cooperate, and Buyer agrees to cause the Transferred Companies to cooperate, in the defense against or at the direction compromise of Buyers to Sellers if the any Tax adjustment results in a credit or refund of TaxesContest.

Contests. (a) After the Closing DateClosing, Buyers the party first receiving notice shall promptly notify Sellers the other party in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers the first party from any Tax authority or other party with respect to Taxes for which the Cinemex Companies or Symphony, which, if determined adversely other party is liable pursuant to such party or after the lapse of time, could have an adverse effect on SellersSection 7.01. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyknown) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority Tax authority in respect of any such asserted Tax liability. The failure If such notifying party fails to give the other party prompt notice of Buyers to provide Sellers such notice shall not release Sellers from their obligations under an asserted Tax liability as required by this Agreement except to Section 7.03, then (a) if the extent Sellers have been materially prejudiced other party is precluded by the failure to receive give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then such noticenotifying party shall have sole responsibility for such Tax liability or (b) if the other party is not precluded from contesting but such failure to give prompt notice results in detriment to the other party, then any amount that the other party is otherwise required to pay to such notifying party pursuant to Section 7.01 with respect to such liability shall be reduced by the amount of such detriment. (b) Except as provided belowThe Seller may elect to control the conduct to a final determination, in the case through counsel of a Tax audit or its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to proceeding involving any Straddle Period pursuant asserted liability with respect to which Contest Sellers could indemnity may be liable sought by the Purchaser under Section 7.01(a) (any such audit, claim for indemnification refund or could be entitled proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). If the Seller elects to control a Contest, it shall within 30 calendar days of receipt of the notice of asserted Tax refund from a Taxing Authority pursuant liability notify the Purchaser in writing of its intent to this Agreementdo so. In such case, Sellers thereafter the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the right, at their expense, Purchaser shall cooperate and shall cause a Publishing Subsidiary or any of its successors to participate in orcooperate, at the option expense of Buyersthe Seller, control the conduct in each phase of such Contest; provided thatPROVIDED, even if Buyers opt to permit Sellers to control the conduct of such ContestHOWEVER, Sellers that (i) Seller shall permit Buyers to participate not, other than in good faith based on the Proceeding and to monitor the progress merits, enter into any compromise or settlement of such ProceedingContest that would result in any Tax detriment to the Purchaser, the Parent or any Publishing Subsidiary; and (ii) if a Publishing Subsidiary is requested by the Seller to pay or cause to be paid the tax claimed and to ▇▇▇ for a refund, then the Seller shall advance to the Publishing Subsidiary on an interest-free basis the amount of Tax claimed. The Seller shall inform the Purchaser of all developments and events relating to such Contest (including, without limitation, providing to the Purchaser copies of all written materials relating to such contest reasonably requested by Purchaser), and the Purchaser and its authorized representatives shall be entitled, at the expense of the Purchaser, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Contest. If, pursuant to Section 7.03(b)(ii), the Seller advances to a Publishing Subsidiary an 50 amount of Tax claimed under a Contest and there is a final determination that the Publishing Subsidiary is entitled to a refund of all or any portion thereof, then the Publishing Subsidiary shall promptly pay or cause to be paid to Seller such refund upon its receipt thereof (together with any interest paid or credited thereon by the applicable Tax authority). If the Seller elects not to control the Contest, fails to notify the Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01(a), the Purchaser or a Publishing Subsidiary may pay, compromise or contest such asserted liability. Neither the Purchaser nor any Publishing Subsidiary may settle or compromise any asserted liability with respect to which indemnity may be sought by the Purchaser over the objection of the Seller; PROVIDED, HOWEVER, that consent to settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld. In any event, delayed or conditioned). Notwithstanding the foregoingSeller may participate, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companiesat its own expense, Symphony, or Buyers, individually or in the aggregateContest. In If the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, Seller chooses to control the conduct of such Income Tax Contest, and, pursuant the Purchaser shall promptly empower and shall cause a Publishing Subsidiary or any of its successors promptly to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance empower (by power of attorney and access to such other documentation as may be appropriate) such representatives of the books and records of such Cinemex Company or Symphony Seller as it relates may designate to represent the Income Tax ContestPurchaser, provided that Sellers (i) shall permit Buyers to participate a Publishing Subsidiary or any of their successors in the Income Contest insofar as the Contest involves an asserted Tax Contest and liability with respect to monitor which indemnity may be sought by the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesPurchaser.

Contests. (a) After Purchaser and the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving Seller Representative agree to give prompt notice of a proposed assessment or the commencement to each other of any Tax audit or administrative or judicial Proceeding or proposed adjustment to Taxes for any periods of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods Company ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable Pre-Closing Partial Period. Purchaser and the Seller Representative shall cooperate with each other in the conduct of any audit or other proceeding involving the Company for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers such periods and each party may participate at its own expense. Seller Representative shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers right to control the conduct of any such audit or proceeding for which the Sellers agree that any resulting Tax allocable to any period prior to and including the Closing Date is covered by the indemnity set forth in Section 13.8 of this Agreement, (such audit or proceeding, a "Seller's Contest, Sellers ") provided that: (i) Seller Representative shall permit Buyers to participate in the Proceeding and to monitor keep Purchaser informed regarding the progress and substantive aspects of such Proceeding, any Seller's Contest and (ii) Seller Representative shall not compromise or settle any Seller's Contest if such compromise or settlement or compromise would have an adverse the effect on of (x) increasing any Tax liability of the Cinemex CompaniesCompany or (y) otherwise materially and adversely affect any item or Tax attribute of the Company, Symphony or Buyersin each case for any taxable period ending after the Closing Date, individually or in the aggregatewithout obtaining Purchaser's consent, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld. If Seller Representative chooses to direct a Seller's Contest, delayed or conditioned). Notwithstanding Purchaser shall cause powers of attorney authorizing Seller Representative to represent the foregoing, Sellers shall not have Company before the right to control any Contest pursuant to which Sellers would relevant taxing authority and such other documents as are reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable necessary for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, Seller Representative to control the conduct of such Income Tax any Sellers' Contest, and, pursuant to consistent with the terms of this Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.13.5

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers the Seller in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers the Purchaser, its Affiliates or any of the Cinemex Companies corresponding ▇▇▇▇▇▇ Entities which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01 (a “Claim”). Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates or any ▇▇▇▇▇▇ Entity) describing the Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Claim. If the Purchaser fails to give the Seller prompt notice of a Claim as required by this Section 7.03, then the Seller shall not have any obligation to indemnify for any Loss arising out of such Claim, but only to the extent that failure to give such notice results in a detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable period that (A) ends periods ending on or before the Closing Date or (B) is allocable Date, the Seller shall have the sole right, at its expense, to control the portion conduct of such Contest. (c) With respect to Straddle Period ending on Periods, the Seller may elect to direct and including control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which Seller acknowledges liability indemnity may be sought from the Closing DateSeller pursuant to Section 7.01. If the Seller elects to direct a Contest, (x) the Seller shall be paid by Sellers within 60 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to Buyers if do so, and the Tax adjustment requires payment of additional TaxesPurchaser shall cooperate and shall cause the ▇▇▇▇▇▇ Entities to fully cooperate, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction Seller’s expense, in each phase of Buyers such Contest. If the Seller elects not to Sellers if direct the Tax adjustment results Contest, the Purchaser or any ▇▇▇▇▇▇ Entity may assume control of such Contest (at the Purchaser’s expense). However, in a credit such case, none of the Purchaser or refund any ▇▇▇▇▇▇ Entity may settle or compromise any asserted liability without prior written consent of Taxesthe Seller; provided, however, that consent to settlement or compromise shall not be unreasonably delayed or withheld. In any event, the Seller may participate, at its own expense, in the Contest. (d) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the ▇▇▇▇▇▇ Entities to cooperate, in the defense against or compromise of any Claim or Contest.

Contests. (a) After the Closing Date, Buyers the Acquirors shall promptly notify Sellers THCI in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers the Acquirors or any of their respective Affiliates which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 7.06. Such notice shall contain factual information (to the extent known to the Acquirors or the Cinemex Companies corresponding relevant Affiliate) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If the Acquirors fail to give THCI prompt notice of an asserted Tax liability as required by this Section 7.07 and if THCI is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then THCI shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability to the extent that THCI was prejudiced as a result of such failure. (b) THCI may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 7.06 relating to any taxable period that (A) ends ending on or before the Closing Date (any such audit, claim for refund or (B) proceeding relating to an asserted Tax liability is allocable referred to herein as a "CONTEST"). If THCI elects to direct a Contest, it shall within 30 calendar days of receipt of the portion notice of asserted Tax liability notify the Acquirors in writing of its intent to do so, and the Acquirors shall cooperate and shall cause their respective Affiliates or their respective successors to cooperate, at THCI's expense, in each phase of such Straddle Period ending on and including Contest. In each such case, neither the Closing DateAcquirors nor any of their respective Affiliates may settle or compromise any asserted Tax liability over the objection of THCI. If THCI elects not to direct the Contest or fails to notify the Acquiror of its election as herein provided, (x) shall be paid by Sellers to Buyers if the Acquirors or any of their respective Affiliates may contest, at their own expense, such asserted Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if liability or pay or compromise such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or asserted Tax liability at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesTHCI's expense.

Contests. (a) After Buyer shall promptly notify the Closing Date, Buyers shall notify Sellers Sellers' Representatives in writing within ten of any written request by a Governmental Authority to audit MEI or PPC (10) days of receiving and their successors), and any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding involving MEI or of any demand or claim on Buyers or PPC (and their successors), as the Cinemex Companies or Symphonycase may be, which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 12; provided, however, that a failure to give such party notice will not affect Buyer's right to indemnification hereunder, except to the extent, if any, that, but for such failure, the Selling Shareholders or after GCM, as the lapse of timecase may be, could have an adverse effect on Sellers. Such notice shall contain factual information (to timely contested the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liabilityquestion. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending on any Pre-Closing Period other than the Interim Period, the Common Stock Selling Shareholders, with respect to MEI, or prior GCM or his designee, with respect to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementPPC, Sellers shall have the right, at their expense, to participate in or, right at the option of Buyers, control Selling Shareholders' or GCM's expense (as the conduct of such Contest; provided that, even if Buyers opt to permit Sellers case may be) to control the conduct of such Contestaudit or proceeding, Sellers (i) shall permit Buyers provided that within 60 days after such Person receives the written notice from Buyer required under this Section 12 and prior to participate taking any such action with respect to such audit or administrative or judicial proceeding, the Common Stock Selling Shareholders or GCM acknowledge in writing that they have the Proceeding indemnification obligation under this Section 12 to indemnify Buyer and to monitor MEI and PPC, as the progress case may be, against the full amount of any adjustment that may be made as a result of such Proceedingaudit or proceeding. Notwithstanding the foregoing, and (ii) if such settlement or compromise would have an adverse effect on neither the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Common Stock Selling Shareholders nor GCM shall not settle or otherwise compromise such Proceeding any issue or matter without the Buyer's prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed ) if such issue or conditioned). Notwithstanding the foregoing, Sellers shall not matter will have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse material effect on the Cinemex Companiesliability for Taxes of the Buyer or MEI and PPC, Symphony, or Buyers, individually or in the aggregate. In as the case of may be, for a Contest that relates to post-Closing taxable year or period (or for an Interim Period). Buyer also may participate in any such audit or proceeding at its own expense and, if the income tax returns Common Stock Selling Shareholders or GCM, as the case may be, do not assume the defense of any of such audit or proceeding, Buyer may, without any effect to its or MEI's or PPC's, right to indemnification under this Section 12, defend the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of same in such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony manner as it relates to the Income Tax Contestmay deem appropriate, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of including, but not limited to, settling such Contest and (ii) if such settlement audit or compromise would have an adverse effect on the Cinemex Companiesproceeding with Common Stock Selling Shareholders' or GCM's consent, Symphony or Buyersas applicable, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After The Tax Indemnitee shall notify the Stockholders’ Representative in writing promptly, and in any event within thirty (30) days, of becoming aware of the commencement after the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement Date of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or Contest that could give rise to an indemnification payment under Section 7.1 (the Cinemex Companies or Symphony, which, if determined adversely specific issues that could give rise to such party or after the lapse of time, could have an adverse effect on Sellersindemnification are referred to herein as “Tax Indemnifiable Matters”). Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies Tax Indemnitee or Symphony or any Related Person of such partyits Affiliates) briefly describing the asserted with respect to Tax liability Indemnifiable Matters in reasonable detail and shall include copies of any notice or other document (to the extent such notice or document relates to Tax Indemnifiable Matters) received from any Taxing Governmental Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticethereof. (b) Except as provided belowThe Tax Indemnitee shall control all Contests, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior but to the Closing Date or to any Straddle Period pursuant to extent that a Contest involves issues for which Contest Sellers could be liable for indemnification or could the Tax Indemnitee may be entitled to a payment under Section 7.1(a), the Stockholders’ Representative or its duly appointed representatives shall be allowed to attend all meetings between the Tax refund from a Taxing Indemnitee and the Governmental Authority pursuant to this Agreement, Sellers in question and shall have the right, at their expensebe provided with copies of all material correspondence and documents, to participate the extent relating to Tax Indemnifiable Matters. Neither the Tax Indemnitee nor any of its Affiliates may settle or compromise any asserted Tax liability in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such a Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and extent relating to monitor the progress of such ProceedingTax Indemnifiable Matters, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (the Stockholders’ Representative, which consent shall not be unreasonably withheldwithheld or delayed. For the avoidance of doubt, a Tax Indemnitee’s decision not to contest a Contest will be considered to be a settlement of that Contest for purposes of the preceding sentence. For purposes of this Section 7.5(b), if the Tax Indemnitee and the Stockholders’ Representative cannot come to agreement as to whether consent is being, or will be, unreasonably withheld or delayed or conditioned)within 30 days of the Stockholders’ Representative’s initial refusal to provide consent, such disagreement shall be resolved by the Accounting Firm. The determination of the Accounting Firm shall be final and binding on both parties and may be entered and enforced in any court having jurisdiction. (c) Notwithstanding the foregoing, Sellers Parent or one of its Affiliates, as the case may be, shall not have the right to control prohibit the Stockholders’ Representative from participating in any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income a specific matter if Parent and Tax Contest, provided that Sellers (iIndemnitee(s) shall permit Buyers have waived their rights to participate in the Income Tax Contest and to monitor the progress of indemnity for such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesmatter.

Contests. (a) After the Closing DateUpon receipt by Buyer, Buyers shall notify Sellers in writing within ten (10) days any Acquired Company or any Affiliate thereof of receiving a written notice of any pending or threatened Tax audits, examinations, protest proceedings, assessments or claims that could give rise to a proposed assessment or claim for indemnity under Section 6.03 (an “Indemnifiable Tax Liability”), Buyer shall promptly give written notice thereof to Parent (the commencement of any “Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticeClaim Notice”). (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates Subject to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementSection 6.06(c), Sellers shall have the rightmay elect to control, through their Representatives, and at their expense, the compromise or contest, either administratively or in the courts, of any Indemnifiable Tax Liability. If Sellers elect to participate in orso represent the interests of an Acquired Company or Buyer, they shall within thirty (30) Business Days of delivery of any Tax Claim Notice (or reasonably sooner, if the nature of the Indemnifiable Tax Liability so requires) notify Buyer of their intent to do so, and Buyer shall cooperate, at the option sole expense of BuyersSellers, control in the conduct of defense against, or compromise or settlement of, any claim in any such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contestproceeding. In that event, Sellers shall reasonably and in good faith consult with Buyer with respect to each aspect of the defense against, or compromise or settlement of, any such Indemnifiable Tax Liability. Without limiting the generality of the foregoing, Buyer shall be permitted, at its expense, to be represented at each conference, hearing or meeting with representatives of the pertinent taxing authority (and shall be notified reasonably in advance thereof). Sellers shall promptly notify Buyer in writing after it settles, compromises or abandons any claim of matters related to Indemnifiable Tax Liability, and with respect to any such claim that could adversely affect an Acquired Company, Buyer or any of their respective affiliates with respect to any Post-Closing Tax Period, Sellers shall not settle, compromise or abandon any matter related to Indemnifiable Tax Liability without obtaining the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If Sellers elect not to represent the interests of an Acquired Company, Buyer may pay, compromise or contest such Indemnifiable Tax Liability in any reasonable manner it deems appropriate (in its sole discretion), and Sellers shall remain fully liable for such Indemnifiable Tax Liability. (c) Buyer shall control, at its own expense, any Tax proceeding for a Straddle Period with respect to any Acquired Company; provided, however, that (i) Buyer shall permit Buyers to participate consult with Sellers before taking any significant action in the Proceeding and to monitor the progress of connection with such ProceedingTax proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Buyer shall not settle settle, compromise or otherwise compromise abandon any such Tax Proceeding without obtaining the prior written consent of Buyers (the Sellers, which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesdelayed.

Contests. (a) After For purposes of this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any tax matter that affects a Target. Unless the Closing DateBuyer has previously received written notice from the Seller of the existence of such Contest, Buyers the Buyer shall notify Sellers in writing give written notice to the Seller of the existence of any Contest relating to a tax matter that is the Seller’s responsibility under Section 8.2 within ten (10) days from the receipt by the Buyer of receiving any written notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphonysuch Contest, which, if determined adversely but no failure to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall not release Sellers relieve the Seller of any liability hereunder. Unless the Seller has previously received written notice from their obligations under this Agreement except the Buyer of the existence of such Contest, the Seller shall give written notice to the extent Sellers have been materially prejudiced Buyer of the existence of any Contest for which the Buyer has responsibility within ten (10) days from the receipt by the failure to receive Seller of any written notice of such notice. (b) Except as provided belowContest. The Buyer, on the one hand, and the Seller, on the other, agree, in each case at no cost to the case other party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. The Seller shall, at its election, have the right to represent a Target’s interests in any Contest relating to a Tax audit or administrative or judicial Proceeding (matter arising in a “Contest”) that relates to Taxable Periods period ending on or prior to before the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expenseEffective Date, to participate in or, employ counsel of its choice at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers its expense and to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such including settlement or compromise would other disposition thereof; provided, however, that the Buyer shall have an adverse effect on the Cinemex Companiesright to consult with the Seller regarding any such Contest that may affect such Target for any periods ending after the Effective Date at the Buyer’s own expense and provided, Symphony further, that any settlement or Buyers, individually or in other disposition of any such Contest may only be with the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (the Buyer, which consent shall will not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall -------- promptly notify Sellers the Shareholders in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers the Purchaser, the Company or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable any Company Subsidiary which, if determined adversely to the portion taxpayer or after the lapse of time, is likely to give rise to grounds for indemnification by the Shareholders. Such notice shall contain factual information (to the extent known to the Purchaser) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Shareholders prompt notice of an asserted Tax liability, then (i) if the Shareholders are precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, the Shareholders shall not have any obligation to indemnify for any loss arising out of such Straddle Period ending on asserted Tax liability, and including the Closing Date, (xii) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional TaxesShareholders are not so precluded from contesting, subject but such failure to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment give prompt notice results in a credit detriment to the Shareholders, any amount which the Shareholders are otherwise required to pay the Purchaser with respect to such liability shall be reduced by the amount of such detriment. (b) Except as indicated in the last sentence of this Section 8.04(b), the Shareholders may elect to direct, through counsel of their own choosing and at their own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought from the Shareholders (any such audit, claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If the Shareholders elect to direct the Contest of Taxesan asserted Tax ------- liability, they shall, within 30 calendar days of receipt of the notice of asserted Tax liability, notify the Purchaser of their intent to do so, and the Purchaser shall cooperate and shall cause the Company and the Company Subsidiaries to cooperate, at the Shareholders' expense, in each phase of such Contest. If the Shareholders elect not to direct the Contest, fail to notify the Purchaser of their election as herein provided or contest their indemnification obligation, the Purchaser may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, the Purchaser may not settle or compromise any asserted liability over the objection of the Shareholders; provided, however, that consent to settlement or compromise shall not be -------- ------- unreasonably withheld. In any event, both the Purchaser and the Shareholders may participate, at their own expense, in the Contest. If a Contest includes both an asserted liability with respect to which an indemnity may be sought from the Shareholders and an asserted liability for which no such indemnity may be sought, the foregoing provisions of this Section 8.04(b) shall apply only to such portion of the Contest as involves the asserted liability with respect to which an indemnity may be sought from the Shareholders.

Contests. (a) After The Buyer will notify the Closing Date, Buyers shall notify Sellers Seller Representative in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim Claim on Buyers the Buyer and its Affiliates or the Cinemex Companies or Symphony, whichSeller that, if determined adversely to such party or the taxpayer after the lapse of time, could have an adverse effect on Sellersbe grounds for indemnification by the Seller under Section 8.1, provided that the failure to provide notice will not affect any rights under this Agreement, except to the extent the failure prejudices the Indemnifying Party. Such The Buyer’s notice shall will contain factual information (to the extent known to Buyers the Buyer and the Cinemex Companies or Symphony or any Related Person of such partyits Affiliates) briefly describing the asserted Tax liability and shall will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided belowThe Seller Representative will have the sole right, in at its expense, to control the case of conduct of, a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to before the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such ContestDate; provided that, even if Buyers opt any such Proceeding would result in an adjustment to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise Tax that would have an adverse effect on the Cinemex CompaniesBuyer or any of its Affiliates for a period ending after the Closing Date, Symphony or Buyers, individually or the Seller Representative (i) will permit the Buyer to participate in the aggregateProceeding, shall and (ii) will not settle or otherwise compromise such the Proceeding without the Buyer’s prior written consent of Buyers (consent, which consent shall will not be unreasonably withheld. (c) The Seller Representative may elect to participate, at its expense, in any Contest involving any asserted Tax liability for Straddle Period Taxes with respect to which indemnity may be sought from the Seller pursuant to Section 8.1. (d) The Buyer will not take any position or agree to any settlement in a Contest that would result in liability of the Seller or an indemnity Claim by the Buyer or the Buyer Sub against the Seller without the Seller Representative’s prior written consent, which consent will not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony except as it relates to the Income Tax Contest, provided that Sellers follows: (i) shall permit Buyers the Buyer will notify the Seller Representative in writing (when practical) of the Buyer’s intent to participate take any such position in a Contest, and include with the Income Tax Contest notice a description of the Buyer’s position and to monitor the progress of such Contest and its rationale for doing so; (ii) if such settlement or compromise would have an adverse effect within 10 days after the Buyer gives its notice, the Seller Representative gives the Buyer written notice objecting to its position, then the Parties will meet, together with their respective attorney(s) and/or accountant(s), as promptly as feasible, and attempt to agree on a position and/or strategy for the Cinemex Companies, Symphony or Buyers, individually or Buyer to take in the aggregatematter; (iii) if the Parties are unable to agree on a position and/or strategy, shall not settle or otherwise compromise such Income Tax Contest without then either Party may refer the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding matter to the foregoing, Sellers shall not be entitled Appointed Arbiter to control any Contest if such Contest, alone or review their respective positions and to provide their arguments in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence support of the conclusion positions; (iv) if the Appointed Arbiter determines that there is substantial authority within the meaning of Treasury Regulations Section 1.6662-4(d)(2) for the position asserted by the Seller Representative, then the Buyer will proceed with such position in the Contest; (v) alternatively, if the Appointed Arbiter determines that there is no substantial authority for the position asserted by the Seller Representative, then the Buyer may proceed with the Contest taking the position the Appointed Arbiter recommends as being feasible, with a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period substantial authority basis that (A) ends on or before the Closing Date or (B) is allocable favorable to the portion Buyer; (vi) the Buyer will, upon the Seller Representative’s request, appeal a determination in a Contest (at the Seller Representative’s sole cost and expense, which the Seller Representative will pay directly and not from the Escrow Amount); provided, the Buyer need only assert positions that the Appointed Arbiter determines have substantial authority within the meaning of such Straddle Period ending on Treasury Regulations Section 1.6662-4(d)(2); and (vii) the Buyer will pay one-half of the fees, costs and including expenses of the Closing DateAppointed Arbiter and the Seller Representative will pay the other one-half, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth except as provided in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes8.5(d)(vi).

Contests. (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving Whenever any taxing authority provides notice of an inquiry, audit, examination, proceeding or makes a proposed written assertion of a claim for or dispute regarding, or assessment of, Taxes (a "Tax Claim") for which Seller is liable or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphonyrequired to provide indemnification under this Agreement, whichPurchaser shall, if determined adversely informed of such notice of an inquiry, audit, examination, proceeding, assertion or assessment, inform Seller within fifteen (15) calendar days; provided, however, that any failure to inform Seller shall not relieve Seller of its obligation to provide the indemnity required hereunder as to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement Claim except to the extent Sellers have been that such failure has materially prejudiced by Seller's ability to defend such Tax Claim. Seller shall have the failure right to receive control any resulting inquiry, audit, examination or proceedings and to determine whether and when to settle any resulting claim, assessment or dispute to the extent such notice. inquiry, audit, examination, proceedings or determinations affect the amount of Taxes for which Seller is liable or required to provide indemnification under this Agreement (bincluding those attributable to the Straddle Period); provided, however, that (A) Except as provided belowSeller shall have acknowledged that it is liable to the Purchaser Indemnified Parties for such Taxes under Section 6.6(b) (or the applicable portion of Taxes for such period, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior Taxes attributable to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to Period); (B) Seller shall conduct such proceedings in a Tax refund from a Taxing Authority pursuant to this Agreementcommercially reasonable manner; (C) Purchaser, Sellers shall have the right, Company and the Subsidiaries may participate in such proceedings at their own expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (iD) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Seller shall not settle compromise or otherwise settle, or agree to compromise such Proceeding or settle, any Tax Claim without the prior written Purchaser's consent of Buyers (which consent shall not be unreasonably withheldwithheld or delayed); (E) if Seller does not so elect, delayed Purchaser shall control the prosecution and defense of such Tax Claim, which shall be conducted in a commercially reasonable manner; and (F) if Purchaser so elects, it may override Seller's election to control the prosecution and defense of such Tax Claim, in which case the Purchaser Indemnified Parties shall be deemed to have waived their rights to indemnification for such Tax Claim. Whenever any taxing authority makes a Tax Claim for which Purchaser is liable or conditioned)required to provide indemnification under this Agreement, Seller shall, if informed of such notice of an inquiry, audit, examination, proceeding, assertion or assessment, inform Purchaser within fifteen (15) calendar days; provided, however, that any failure to inform Purchaser shall not relieve Purchaser of its obligation to provide the indemnity required hereunder as to such Tax Claim except to the extent that such failure has materially prejudiced Purchaser's ability to defend such Tax Claim. Notwithstanding Purchaser shall have the foregoing, Sellers shall right to control all proceedings relating to Tax Claims (1) that Seller does not have the right to control any Contest pursuant under this Section 6.6(e) or (2) that do not relate exclusively to which Sellers would reasonably be expected Taxes of the Company or the Subsidiaries for Pre-Effective Tax Periods or the Straddle Period; provided, however, that to be entitled to the extent a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, Claim could reasonably be expected to result in Losses that exceed materially affect the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence amount of the conclusion of a Tax audit Taxes for which Seller is liable under or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding required to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Dateprovide indemnification under this Agreement, (x1) Purchaser shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth conduct such proceedings in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) a commercially reasonable manner; and (y2) Purchaser shall not compromise or settle, or agree to compromise or settle, such Tax Claim without Seller's consent (which shall not be paid by unreasonably withheld or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesdelayed).

Contests. (a) After the Closing DateClosing, Buyers Buyer or Stockholders, as the case may be, shall promptly notify Sellers the other Party in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit audit, examination or administrative or judicial Proceeding proceeding or of any demand claim or claim on Buyers other proposed change or the Cinemex Companies adjustment of which it or Symphony, any of its Affiliates has been informed in writing by any Tax authority which, if determined adversely to such party or after the lapse taxpayer, may result in liability of timethe other Party under Article VII (each, could have an adverse effect on Sellers. Such notice shall contain factual information (to a "Tax Claim") describing in reasonable detail the extent known to Buyers nature of the Tax Claim and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include including copies of any notice notices or other document documents received from any Taxing Authority in respect of any such asserted the Tax liability. The authority; provided, however, that the failure of Buyers to provide Sellers timely give such notice shall will not release Sellers from their obligations affect the indemnified party's right to indemnification under this Agreement Article VII except to the extent Sellers have been the indemnifying party is materially prejudiced by the failure to receive such noticedelay or omission. (b) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) Claim that relates to Taxable Periods Tax periods ending on or prior to before the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementDate, Sellers Stockholders shall have the right, right at their expense, expense to participate in or, at the option of Buyers, and control the conduct of any audit or proceeding, but only to the extent that such Contestaudit or proceeding relates to a potential adjustment for which Stockholders may be liable; provided that, even if Buyers opt to permit Sellers to control Buyer also may participate in any such audit or proceeding. If Stockholders do not assume the conduct defense of any such audit or proceeding within 30 business days after Buyer gives written notice of such ContestTax Claim to the Stockholders, Sellers Buyer may defend the same in such manner as it may deem appropriate. (ic) In the case of a Tax Claim that relates to an Interim Tax Period, the Parties shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceedingjointly control any audit or proceeding, and (ii) if such there shall be no settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding with respect thereto without the prior written consent of Buyers (both such parties, which consent shall not unreasonably be unreasonably withheld, delayed or conditioned). Notwithstanding . (d) In the foregoing, Sellers shall not have the right event that issues relating to control any Contest pursuant to a potential adjustment for which Sellers would reasonably Stockholders may be expected liable are required to be entitled dealt with in the same audit or proceeding as separate issues relating to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companiespotential adjustment for which Buyer may be liable, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers Stockholders shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers audit or proceeding with reasonable assistance and access respect to the books former issues, and records of such Cinemex Company Buyer shall have the right, at its expense, to control the audit or Symphony as it relates proceeding with respect to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxeslatter issues.

Contests. (ai) After the Closing Date, Buyers Seller and Buyer each shall notify Sellers the other party in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or proceeding affecting the Taxes of any demand or claim on Buyers of Panhandle or the Cinemex Companies or Symphony, whichPanhandle Subsidiaries that, if determined adversely to such party the taxpayer (the "TAX INDEMNIFIED PARTY") or after the lapse of time, could have an adverse effect on Sellerstime would be grounds for indemnification under this Section 5.6 by the other party (the "TAX INDEMNIFYING PARTY" and a "TAX CLAIM"). Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or describing any Related Person of such party) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority Tax authority in respect of any such asserted Tax liability. The failure of Buyers Failure to provide Sellers give such notice notification shall not release Sellers from their obligations under affect the indemnification provided in this Agreement Section 5.6 except to the extent Sellers the Tax Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such notice). Thereafter, the Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party's receipt thereof, copies of all relevant notices and documents (including court papers) received by the failure to receive such noticeTax Indemnified Party. (bii) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) that relates proceeding involving any asserted liability for Taxes relating to any Taxable Periods years or periods ending on or prior to before the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementDate, Sellers Seller shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their its expense, to control the conduct of such Income Tax Contestaudit or proceeding; provided, andhowever, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records that if Seller does not timely take control of such Cinemex Company audit or Symphony as it relates to proceeding, Buyer may, at its expense, control the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence conduct of the conclusion audit or proceeding. In the case of a Tax an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to any Straddle Period, Buyer shall have the right, at its expense, to control the conduct of such audit or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period proceeding; PROVIDED, HOWEVER, that (A) ends on Buyer shall keep Seller reasonably informed with respect to the status of such audit or before the Closing Date proceeding and provide Seller with copies of all written correspondence with respect to such audit or proceeding in a timely manner and (B) is allocable if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of Panhandle or the portion Panhandle Subsidiaries for which Seller would be liable under this Section 5.6, Seller may participate in the conduct of such Straddle Period ending on and including audit or proceeding at its own expense. (iii) In the case of an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to any Taxable years or periods beginning after the Closing Date, Buyer shall have the right, at its expense, to control the conduct of such audit or proceeding. (xiv) Buyer and Seller shall be paid by Sellers reasonably cooperate in connection with any Tax Claim, and such cooperation shall include the provision to Buyers if the Tax adjustment requires payment Indemnifying Party of records and information which are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) information and (y) shall be paid by or at the direction explanation of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesany material provided hereunder.

Contests. (a) After Purchaser shall promptly notify Seller in writing upon receipt by Purchaser or the Company of written notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company for which Seller would be required to indemnify Purchaser pursuant to Section 5.3(a). Seller shall have the sole right to represent the Company's interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, Buyers and to employ counsel of its choice at its own expense. Seller shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment not be entitled to settle, either administratively or after the commencement of litigation, any Tax audit or administrative or judicial Proceeding or claim for Taxes that would adversely affect the liability for Taxes of any demand or claim on Buyers Purchaser or the Cinemex Companies or Symphony, which, if determined adversely to such party or Company for any period after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which Purchaser; provided that such consent shall not be unreasonably withheld, withheld or delayed or conditioned). Notwithstanding the foregoing, Sellers and shall not have be necessary to the right to control extent that Seller has indemnified Purchaser against the effect of any Contest pursuant to which Sellers would reasonably be expected to such settlement. Seller shall be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companiesparticipate, Symphonyat its own expense, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns defense of any of the Cinemex Companies claim for Taxes for a year or Symphony (an “Income Tax Contest”) period that relates to Taxable Periods ending on or prior to includes and ends after the Closing Date, pursuant to which Contest Sellers could Date that may be liable for the subject of indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, by Seller pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance 5.3(a) and access to if the books and records entire amount of such Cinemex Company tax claim is subject to indemnification by Seller pursuant to Section 5.3(a), with the written consent of Purchaser (which shall not be unreasonably withheld or Symphony as it relates to delayed), and at Seller's sole expense, Seller may assume the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress entire defense of such Contest and (ii) if such settlement tax claim. Neither Purchaser nor the Company may agree to settle any Tax claim for the portion of the year or compromise would have an adverse effect period ending prior to or on the Cinemex Companies, Symphony or Buyers, individually or in Closing Date which may be the aggregate, shall not settle or otherwise compromise such Income Tax Contest subject of indemnification by Seller under Section 5.3(a) without the prior written consent of Buyers (which Seller; provided that such consent shall not be unreasonably withheld, delayed withheld or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesdelayed.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers the Seller in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or proceeding and shall also separately notify the Seller in writing of any demand or claim on Buyers the Purchaser or the Cinemex Companies or Symphony, Company which, if determined adversely to such party the taxpayer or after the lapse of time, could have an adverse effect on Sellerstime would be grounds for indemnification by the Seller under this Article VII. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies Purchaser or Symphony or any Related Person of such partythe Company) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority taxing authority in respect of any such asserted Tax liability. The failure If the Purchaser fails to give the Seller prompt notice of Buyers to provide Sellers such notice shall not release Sellers from their obligations under an asserted Tax liability as required by this Agreement except to Section 7.04, then (i) if the extent Sellers have been materially prejudiced Seller is precluded by the failure to receive such notice. (b) Except as provided below, give prompt notice from contesting the asserted Tax liability in the case of a Tax audit or appropriate administrative or judicial Proceeding (a “Contest”) that relates forums, then the Seller shall not have any obligation to Taxable Periods ending on indemnify the Purchaser for any loss or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct damage arising out of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceedingasserted Tax liability, and (ii) if the Seller is not so precluded from contesting but such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or failure to give prompt notice results in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates detriment to the income tax returns of Seller, then any of amount which the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates Seller is otherwise required to Taxable Periods ending on or prior to pay the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority Purchaser pursuant to this AgreementArticle VII with respect to such liability shall be reduced by the amount of such detriment. (b) The Seller may elect to direct, Sellers shall have the right, through counsel of its own choosing and at their its own expense, to control the conduct of such Income Tax Contestany audit, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under this Article VII (any such audit or proceeding relating to an asserted Tax liability are referred to herein collectively as a "CONTEST"). If the Seller elects to direct the Contest of any demand an asserted Tax liability, it shall within 30 calendar days of receipt of the notice of an asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate in good faith and shall cause the Company or claim on Buyers its successor to cooperate in good faith, at the Seller's expense, in each phase of such Contest. If the Seller contests its obligation to indemnify the Purchaser under Section 7.01 and the Purchaser elects to proceed with the Contest, the Seller shall only be obligated to pay the Purchaser's expenses in connection with such Contest in the event it is determined that the Seller is obligated to pay such asserted liability under Section 7.01. If the Seller elects not to direct the Contest or fails to notify the Purchaser of its election as herein provided, the Purchaser or the Cinemex Companies corresponding to a taxable period Company may pay, compromise or contest such asserted liability, at the Seller's expense; provided, however, that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification Seller has acknowledged its obligations under Section 8.4(i7.01 with respect to such asserted liability, the Purchaser may not contest such asserted liability. However, in such case, neither the Purchaser nor the Company (including any designated representative of either) may settle or compromise any asserted liability over the objection of the Seller; provided, however, that the Seller's consent to settlement or compromise shall not be unreasonably withheld (provided that in the event the Seller withholds consent, the Seller shall then be obligated to direct such Contest). In any event, each of the Purchaser (or the Company) and the Seller may participate, at its own expense, in the Contest. If the Seller chooses to direct the Contest, the Purchaser shall promptly empower and shall cause the Company or its successor promptly to empower (yby power-of-attorney and such other documentation as may be appropriate) shall such representatives of the Seller as it may designate to represent the Purchaser or the Company or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which the Seller would be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesliable under this Article VII.

Contests. (a) After If, after the Closing Date, Buyers any Buyer Indemnified Party receives any notice, letter, correspondence, claim or decree relating to Taxes of the Company or its Subsidiaries from any taxing authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Taxes or Adverse Consequences for which it would be entitled to indemnification under Section 5.8(a), Buyer shall, or shall notify Sellers in writing within ten (10) days cause the Company or its Subsidiaries to, promptly deliver such Tax Notice to Seller; provided, however, that the failure of receiving notice of a proposed assessment or Buyer to provide the commencement Tax Notice to Seller shall not affect the indemnification rights of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely Buyer Indemnified Party pursuant to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partySection 5.8(a) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially unless Seller is prejudiced by the failure to receive deliver such notice. Tax Notice (b) Except which prejudice shall include, but not be limited to, the inability of Buyer or Seller, as provided below, in the case of a may be, to defend the matter(s) set forth in such Tax Notice). Seller shall have the right to handle, defend, conduct and control any Tax audit or administrative or judicial Proceeding (a “Contest”) other proceeding that relates to Taxable Periods ending on such Tax Notice and shall provide written notice to Buyer of its election to defend such Tax audit or prior to proceeding within fifteen (15) business days of its receipt of the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a relevant Tax refund from a Taxing Authority pursuant to this AgreementNotice, Sellers and Buyer shall have the right, at their expense, right to participate in or, such Tax audit or proceeding at its own expense. Seller shall keep Buyer informed regarding the option progress and substantive aspects of Buyers, control any such Tax audit or proceeding. Seller shall also have the conduct of right to compromise or settle any such Contest; provided that, even if Buyers opt to permit Sellers Tax audit or proceeding that it has elected to control pursuant to the conduct of such Contestpreceding sentence, Sellers (i) shall permit Buyers subject to participate in the Proceeding and to monitor the progress of such ProceedingBuyer’s consent, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.unreasonably

Contests. (a) After The Buyer shall promptly notify the Closing Date, Buyers shall notify Sellers Sellers' Representative in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding involving the Company or of any demand or claim on Buyers or the Cinemex Companies or Symphony, Subsidiary which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Section 6.4; PROVIDED, HOWEVER, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations under this Agreement affect the Buyer's right to indemnification hereunder, except to the extent Sellers extent, if any, that, but for such failure, the Sellers' Representative could have been materially prejudiced by avoided the failure to receive such notice. (b) Except as provided below, Tax liability in question. In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending on or any Pre-Closing Period, PROVIDED that within 30 days after the Sellers' Representative receives the written notice from the Buyer required under this Section 6.4(d) and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Closing Date Sellers' Representative acknowledges in writing the Sellers' liability under this Section 6.4 to hold the Buyer and the Company harmless against the full amount of any adjustment which may be made as a result of such audit or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementproceeding, Sellers the Sellers' Representative shall have the rightright at his, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers her or its own expense to control the conduct of such Contestaudit or proceeding; PROVIDED, Sellers (i) shall permit Buyers to participate in HOWEVER, that the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Sellers' Representative shall not settle or otherwise compromise such Proceeding any issue or matter without the Buyer's prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed if such issue or conditioned). Notwithstanding the foregoing, Sellers shall not matter will have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse material effect on the Cinemex CompaniesTax liability of the Buyer or the Company or any Subsidiary for a post-Closing taxable year or period. The Buyer also may participate in any such audit or proceeding at its own expense and, Symphony, or Buyers, individually or in if the aggregate. In Sellers' Representative does not assume the case of a Contest that relates to the income tax returns defense of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of proceeding, the Buyer may, without any demand or claim on Buyers effect to its or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject Company's right to indemnification under this Section 8.4(i) 6.4, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. Except as provided otherwise in this Section 6.4(d), the Buyer shall control at its own expense any and (y) shall be paid by all audit, administrative and judicial proceedings related to the Company, the Subsidiaries or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of their Taxes.

Contests. A. The Managing Member, in its capacity as the TMP, shall inform the Investor Member promptly of any oral or written communication or request for information which the Managing Member may receive from, or conference with, the IRS directly related to an administrative proceeding with respect to the Company, the Project or the Historic Tax Credit relating to the Project. B. The Managing Member, in its capacity as the TMP, shall confer with the Investor Member and its counsel before responding to any notice, letter, request for information, request for inspection of documents, subpoena or other correspondence or item of communication or document received by the Managing Member, from, or oral request made by, the IRS which is directly related to an administrative proceeding with respect to the Company, Project or the Historic Tax Credit relating to the Project. C. If the Managing Member desires to contest a determination by the IRS with respect to a Company tax item that would result in an adjustment, Tax Indemnity Payment, distribution, or other payment under the provisions of Section 5.3 (aa “Deficiency Amount”) After and the Closing DateInvestor Member objects to such a contest, Buyers the Investor Member shall notify Sellers waive in writing within ten (10) days of receiving notice of a proposed assessment its right to receive distributions or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations payments under this Agreement except with respect to that Company item and the Managing Member shall waive in writing its right as TMP to pursue the contest with respect to the extent Sellers have been materially prejudiced Company item. D. If the Managing Member and the Investor Member want to contest a determination by the failure IRS with respect to receive such notice. (b) Except as provided belowa Company tax item, in then the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could Company shall be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option Costs of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers and (i) the Investor Member shall permit Buyers select Qualified Counsel for the contest, which counsel shall be reasonably satisfactory to participate in the Proceeding and to monitor the progress of such ProceedingManaging Member, and shall control the contest, or (ii) if such settlement or compromise would have an adverse effect on either (a) the Cinemex Companies, Symphony or Buyers, individually or credit quality (in the aggregatereasonable judgment of the Investor Member) of the Guarantor has not decreased materially from that set forth in its audited financial statements dated as of December 31, shall not settle 1999, or otherwise compromise such Proceeding without (b) the prior written consent of Buyers (which consent shall not be unreasonably withheldManaging Member provides the Investor Member security, delayed or conditioned). Notwithstanding in a form reasonably satisfactory to the foregoingInvestor Member, Sellers shall not have in an amount necessary to secure the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund Managing Member’s obligations that may become due under this Agreement if the outcome conflict were not resolved favorably for the Company and the Managing Member agrees in writing that all amounts due to the IRS as a result of the resolution of such contest could have an adverse effect on are indemnified by the Cinemex CompaniesManaging Member, Symphonythen the TMP shall select Qualified Counsel for the contest, or Buyerswhich counsel shall be reasonably satisfactory to the Investor Member, individually or and shall control the contest. E. If the Managing Member does not want, and the Investor Member does want, to contest a determination by the IRS with respect to a Company tax item, the Investor Member shall select Qualified Counsel and control the contest and, if the credit quality (in the aggregate. In reasonable judgment of the case Investor Member) of the Guarantor has not decreased materially from that set forth in its audited financial statements dated as of December 31, 1999, the Managing Member shall provide the Investor Member with security in a Contest that relates form reasonably satisfactory to the income tax returns of any of the Cinemex Companies or Symphony (Investor Member, in an “Income Tax Contest”) that relates to Taxable Periods ending on or prior amount equal to the Closing Dateamount due under this Agreement if such determination was not contested, pursuant and, whether or not such security is required to which Contest Sellers could be given, the Managing Member shall be liable for indemnification or could the Deficiency Amount that results from the contest, and shall pay that Deficiency Amount and also shall be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have liable for the right, at their expense, to control the conduct Costs of such Income Tax Contest, andprovided, however, the Managing Member’s maximum liability shall not exceed the maximum liability it would have had were the determination not contested. F. If the Managing Member timely pays the full amount due under Section 5.4D or 5.4E, as applicable, the Investor Member shall release the security given pursuant to Section 11.45.4D or 5.4E as applicable, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to or, if the books and records of such Cinemex Company or Symphony as it relates to full amount is not timely paid, the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle Investor Member may apply or otherwise compromise such Income Tax Contest without realize upon any and all security given by the prior written consent of Buyers (which consent shall not be unreasonably withheldManaging Member to satisfy the amount due under Section 5.4D or 5.4E, delayed or conditioned). Notwithstanding as applicable. G. In the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or event of any demand or claim on Buyers or conflict between the Cinemex Companies corresponding to a taxable period that (A) ends on or before provisions of this Section 5.4 and the Closing Date or (B) is allocable to provisions of Section 7.9, the portion provisions of such Straddle Period ending on and including the Closing Date, (x) this Section 5.4 shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesapply.

Contests. (ai) After the Closing Date, Buyers shall Buyer will immediately notify Sellers in writing within ten (10) days of receiving notice of a any proposed assessment or claim or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of timeadversely, could have result in a liability to Sellers under this Agreement or which could cause an adverse effect on Sellersadjustment in the Tax liability of Sellers or their Affiliates. Such Sellers will immediately notify Buyer in writing of any proposed assessment or claim or the commencement of any Tax Proceeding which, if determined adversely, could affect the determination of Taxes to which the Company may be subject in or for Post-Closing Tax Periods, but only to the extent that Sellers are notified thereof. In each case, such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly known, describing the asserted Tax liability in reasonable detail, and shall include copies of any notice or other document received from any Taxing Authority Tax authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (bii) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the any Pre-Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementPeriod, Sellers shall will have the right, right at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers own expense to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in Tax Proceeding including settling or compromising the Proceeding and to monitor the progress of such Proceeding, and (ii) issue or matter except if such settlement or compromise would have an adverse effect on affects the Cinemex CompaniesTax liability of the Company for any Post-Closing Tax Period, Symphony in which case no settlement or Buyerscompromise shall be made without the consent of Buyer, individually or in the aggregate, which shall not be unreasonably withheld. If Sellers elect to direct such Tax Proceeding, Sellers shall, within 30 days of its becoming aware of any Tax Proceeding, notify Buyer of Sellers' intent to do so, and Buyer shall cooperate and shall cause the Company to fully cooperate, at Sellers' expense, in each phase of the Tax Proceeding. If Sellers elect not to direct such Tax Proceeding, Buyer or the Company, as applicable, may assume control of such Tax Proceeding (at Buyer's expense); provided, however, in such case, Buyer shall provide Sellers with a timely and reasonably detailed account of each phase of the Tax Proceeding, and neither Buyer nor the Company may settle or otherwise compromise such Proceeding any asserted liability without the prior written consent of Buyers (Sellers, which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoingIn any event, Sellers shall not have may participate, at their own expense, in any Tax Proceeding related to any Pre-Closing Tax Period, and Buyer may participate, at its own expense, in any Tax Proceeding related to any Taxes which could affect the right to control any Contest pursuant determination of Taxes to which Sellers would reasonably the Company may be expected to be entitled to a subject in or for any Post-Closing Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. Period. (iii) In the case of a Contest any Tax Proceeding that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementany Straddle Period, Sellers shall have the rightmay elect to direct and control, at through counsel of their expenseown choosing, to control the conduct of such Income Tax Contestaudit or Proceeding, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided except that Sellers (i) shall permit Buyers to participate in may not settle or compromise the Income Tax Contest and to monitor the progress of such Contest and (ii) issue or matter if such settlement or compromise would have an adverse effect on affects the Cinemex CompaniesTax liability of the Straddle Period allocated to the Company under Section 6.04(d), Symphony or Buyerswithout the consent of Buyer, individually or in the aggregate, which shall not be unreasonably withheld. If Sellers elect to direct such Tax Proceeding, Sellers shall, within 30 days of their becoming aware of any such Tax Proceeding, notify Buyer of Sellers' intent to do so, and Buyer shall cooperate and shall cause the Company to fully cooperate, at Sellers' expense, in each phase of the Tax Proceeding. If Sellers elect not to direct such Tax Proceeding, Buyer or the Company, as applicable, may assume control of such Tax Proceeding (at Buyer's expense); provided, however, in such case, Buyer shall provide Sellers with a timely and reasonably detailed account of each phase of the Tax Proceeding, and neither Buyer nor the Company may settle or otherwise compromise such Income Tax Contest any asserted liability without the prior written consent of Buyers (Sellers, which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoingIn any event, Sellers shall not be entitled may participate, at their own expense, in any Tax Proceeding related to control a Straddle Period. Except as provided otherwise in this Section 6.04(g), Buyer will control, at its own expense, any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the and all Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence Proceedings of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesCompany.

Contests. (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving Buyer agrees to give prompt notice of a proposed assessment or the commencement to Seller of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely proposed adjustment to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Taxes payable by Symphony or any Related Person of such partyits Subsidiaries (other than income Taxes includible in a consolidated or combined Tax Return of Seller) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods for periods ending on or prior to the Closing Date (other than income Taxes includable on a consolidated or to combined Tax Return of Seller) or any Straddle Period pursuant to which Contest Sellers could be liable Pre-Closing Partial Period. Seller shall give Buyer prompt notice of any proposed adjustments in income Taxes of Symphony includable on a consolidated or combined Tax Return of Seller. Buyer and Seller shall cooperate with each other in the conduct of any audit or other proceeding involving Symphony or and of its Subsidiaries for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers such periods and each party may participate at its own expense. Seller shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers right to control the conduct of any such audit or proceeding for which Seller agrees in writing that any resulting Tax allocable to any period prior to and including the Closing Date is covered by the indemnity set forth in Section 10.1 of this Agreement, (such audit or proceeding, a "Sellers' Contest"), Sellers provided that: (i) Seller shall permit Buyers to participate in the Proceeding and to monitor keep Buyer informed regarding the progress and substantive aspects of such Proceeding, any Sellers' Contest and (ii) Seller shall not compromise or settle any Sellers' Contest if such compromise or settlement or compromise would have an adverse the effect on the Cinemex Companies, of (x) increasing any Tax liability of Symphony or Buyersany of its Subsidiaries or (y) otherwise materially and adversely affect any item or Tax attribute of Symphony or any of its Subsidiaries, individually or in each case for any taxable period ending after the aggregateClosing Date, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (obtaining Buyer's consent, which consent shall not be unreasonably withheld. If Seller chooses to direct a Sellers' Contest, delayed or conditioned). Notwithstanding Buyer shall cause powers of attorney authorizing Seller's designee to represent Symphony and its Subsidiaries before the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would relevant taxing authority and such other documents as are reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable necessary for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, Seller to control the conduct of such Income Tax any Sellers' Contest, and, pursuant to consistent with the terms of this Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes10.5.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify the Sellers in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding of the Purchaser or of any demand or claim on Buyers or of the Cinemex Companies or Symphony, Partnership and the Subsidiaries which, if determined adversely to such party the taxpayer, would be grounds for indemnification under this Article VI or after could otherwise result in any Tax cost to any of the lapse of timeSellers; provided, could have an adverse effect on Sellers. Such notice shall contain factual information (however, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the Purchaser's right to indemnification under this Agreement Article VI except to the extent such failure on the part of the Purchaser or any Affiliate of the Purchaser prejudices the Sellers have been materially prejudiced by preventing the failure to receive such noticeavoidance of all or a portion of the Tax liability in question. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods periods ending on or prior before the Closing Date, provided that the Sellers acknowledge in writing their indemnification obligation liability under Article VI of this Agreement with respect to the Closing Date potential liability of the Purchaser, the Partnership or to any Straddle Period pursuant to which Contest Subsidiary as a result of such audit or administrative or judicial proceeding, the Sellers could be liable for indemnification (or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementthe Parent Entities, Sellers as the case may be) shall have the right, at their expense, to participate in or, at the option of Buyers, and control the conduct of such Contestaudit or proceeding; provided thatthe Purchaser may also participate in any such audit or proceeding but only if such audit or proceeding relates to non-income Taxes and, even if Buyers opt the Sellers do not assume the defense of any such audit or proceeding, the Purchaser, at its expense, may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to permit the Sellers setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Sellers have acknowledged their indemnification obligation are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the conduct audit or proceeding with respect 44 to the latter issues, provided that the Purchaser provides the Sellers with a written acknowledgement of the Purchaser's liability. (c) Notwithstanding Section 6.04(b), neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding, including without limitation a Federal, state or local income Tax audit or proceeding to the extent it involves Partnership items, which would adversely affect the other party for such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement year or compromise would have an adverse effect on the Cinemex Companies, Symphony any prior or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding subsequent year without the prior written consent of Buyers (the other party which consent shall may not be unreasonably withheld. If the Purchaser or the Sellers refuse to provide the respective other party with written consent to settle any such claim, delayed then the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. (d) The Purchaser and the Sellers (or conditioned). Notwithstanding the foregoingParent Entities, Sellers as the case may be) shall not have cooperate fully, as and to the right to control any Contest extent reasonably requested by the other party, in connection with (i) the filing of Returns pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of Section 6.03 (including such contest could have an adverse effect on the Cinemex Companies, Symphony, amended Returns for periods (or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”portions thereof) that relates to Taxable Periods ending on or prior to the Closing DateDate that the Sellers or the Parent Entities may reasonably request the Purchaser to file; provided, pursuant to which Contest Sellers could however, that if in the Purchaser's reasonable judgment the filing of the amended return would be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access disadvantageous to the books Purchaser, the Purchaser may deny the Sellers' or the Parent Entities' request and records the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of such Cinemex Company maximal fairness to both the Purchaser and the Sellers or Symphony the Parent Entities, as it relates to the Income Tax Contest, provided that Sellers (icase may be]) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement any audit, litigation or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled other proceeding with respect to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After the Closing Date, Buyers the Buyer shall promptly notify Sellers in writing within ten (10) days the Representative of receiving the receipt of any written notice by the Company, the Buyer or any of a proposed assessment the Buyer’s affiliates which involves the assertion of any claim, or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or SymphonyAction, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted which an indemnity may be sought by the Buyer pursuant to Article 8 (a “Tax liability. The Claim”); provided, that failure of Buyers to provide Sellers such notice comply with this provision shall not release Sellers from their obligations under this Agreement affect the Buyer’s right to indemnification hereunder, except to the extent the Sellers shall have been materially prejudiced by such failure. The Representative shall be entitled (at the failure Sellers’ expense) to receive such notice. (b) Except as provided belowparticipate and, at its option, take control of the defense of any pending or threatened Tax Claim, in whole or in part (including any resulting litigation), and to employ counsel of its choice at its expense. If the case Representative elects to assume the defense of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates Claim, the Representative shall keep the Buyer reasonably informed of all material developments relating to Taxable Periods ending on or prior to such Tax Claim, and shall allow the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers Buyer sufficient notice and opportunity to participate in the Proceeding and Tax Claim to monitor the progress extent of such Proceeding, and any claims for Taxes for which the Buyer (iior the Company or any Subsidiary) if such settlement may be liable. Neither the Buyer nor the Representative shall settle or compromise would have an adverse effect on (or cause to be settled or compromised) a matter involving a claim for Taxes for which the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding other party may be liable under this Agreement without the prior written consent of Buyers (such other party, which consent shall not be unreasonably delayed, conditioned or withheld, delayed unless the Buyer or conditioned). Notwithstanding the foregoingRepresentative, Sellers shall not have as the case may be, waives the right to be indemnified for the issue being conceded or settled. To the extent the Representative elects to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority Claim pursuant to this AgreementSection 7.2, the Representative shall use (and shall cause the Sellers shall have and their affiliates to use) its commercially reasonable efforts to separate from any such Tax Claim any item in respect of which an indemnity is not sought by the rightBuyer pursuant to Article 8, at their expenseand to permit, to the greatest extent possible, the Buyer to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or contest of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesitem.

Contests. (a) After The Purchaser will promptly notify the Seller in -------- writing upon receipt by the Purchaser, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company for which the Seller would be required to indemnify the Purchaser pursuant to Section 4.08(A). The Seller will have the right to --------------- represent the Company's interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, Buyers and to employ counsel of its choice at its own expense. Nonetheless, the Seller shall notify Sellers in writing within ten (10) days not be entitled to settle any claim for Taxes that would materially adversely affect the liability for Taxes of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony Purchaser or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of Companies for any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to period after the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers the Purchaser (which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditionedbut will not be required to the extent that the Sellers have indemnified the Purchaser against the effects of any such settlement). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to The Seller will be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companiesparticipate, Symphonyat its own expense, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns defense of any of the Cinemex Companies claim for Taxes for a year or Symphony (an “Income Tax Contest”) that relates to Taxable Periods period ending on or prior to after the Closing Date, pursuant to which Contest Sellers could Date that may be liable for the subject of indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have by the right, at their expense, to control the conduct of such Income Tax Contest, and, Seller pursuant to Section 11.44.08(A) and, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance the written consent of the Purchaser (which consent --------------- shall not be unreasonably withheld or delayed), and access to at its sole expense, may assume the books and records entire defense of such Cinemex tax claim. Neither the Purchaser nor the Company may agree to settle any tax claim for the portion of the year or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect period ending on the Cinemex Companies, Symphony or Buyers, individually or in Closing Date that may be the aggregate, shall not settle or otherwise compromise such Income Tax Contest subject of indemnification by the Seller under Section 4.08(A) without the prior written consent of Buyers the Seller, --------------- which consent shall not be unreasonably withheld or delayed. In addition, the Seller will promptly notify the Purchaser in writing upon receipt by the Seller or any of its subsidiaries, including the Company, of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company for which the Purchaser would be liable pursuant to Section 4.08(A) or (B). The Purchaser will have the right to represent the ---------------------- Company's interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its own expense. Nonetheless, the Purchaser shall not be entitled to settle any claim for Taxes that would materially adversely affect the liability for Taxes of the Seller or the Company for any period after the Closing Date without the prior written consent of the Seller (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding the foregoing, Sellers shall not The Purchaser will be entitled to control any Contest if such Contestparticipate, alone or at its own expense, in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or defense of any demand claim for Taxes for a year or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before ending after the Closing Date for which the Purchaser may be liable pursuant to Section 4.08(A) or (B) is allocable ---------------------- and, with the written consent of the Seller (which consent shall not be unreasonably withheld or delayed), and at its sole expense, may assume the entire defense of such tax claim. Neither the Seller nor any of its subsidiaries may agree to settle any tax claim for the portion of such Straddle Period the year or period ending on and including the Closing DateDate for which the Purchaser may be liable pursuant to Section 4.08(A) or (B) without the prior written consent of the Purchaser, (x) ---------------------- which consent shall not be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by unreasonably withheld or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesdelayed.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers the Sellers' Representative in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding of the Purchaser or any of any demand or claim on Buyers or the Cinemex Companies or Symphony, Company and the Subsidiaries which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Article VII; provided, however, that the failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the Purchaser's right to indemnification under this Agreement Article VII except to the extent extent, if any, that, but for such failure, the Sellers could have been materially prejudiced by avoided all or a portion of the failure to receive such noticeTax liability in question. (b) Except In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that the Sellers acknowledge in writing their liability under this Agreement to hold the Purchaser and its Affiliates, the Company and the Subsidiaries harmless against the full amount of any adjustment which may be made as provided belowa result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”any taxable year that includes the Closing Date, against an adjustment allocable under Section 7.01(b) that relates to Taxable Periods the portion of such year ending on or prior before the Closing Date), the Sellers' Representative shall have the right at its expense to participate in and control the conduct of such audit or proceeding, but only to the Closing Date extent that such audit or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled proceeding relates solely to a Tax refund from potential adjustment for which the Sellers have acknowledged their liability; the Purchaser also may participate in any such audit or proceeding and, if the Sellers' Representative does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after 20 days' prior written notice to the Sellers' Representative setting forth the terms and conditions of settlement. In the event that issues relating to a Taxing Authority pursuant potential adjustment for which the Sellers have acknowledged their liability are required to this Agreementbe dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, Sellers the Purchaser shall have the right, at their its expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided thataudit proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by their acknowledgement under this Section 7.03) and the Purchaser or the Company or any Subsidiary could be liable, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to both Purchaser and the Sellers' Representative may participate in the Proceeding and to monitor the progress of such Proceedingaudit or proceedings, and (ii) if such settlement the audit or compromise proceedings shall be controlled by that party which would have an adverse effect on bear the Cinemex Companies, Symphony or Buyers, individually or burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the aggregateimmediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by the Purchaser and the Sellers Representative. (d) Neither the Purchaser nor the Sellers shall not enter into any compromise or agree to settle any claim pursuant to any Tax audit or otherwise compromise proceeding which would adversely affect the other party for such Proceeding year or a subsequent year without the prior written consent of Buyers the other party (which consent, in the case of the Sellers, shall be given by the Sellers' Representative on behalf of all the Sellers), which consent shall may not be unreasonably withheld. The Purchaser and the 40 50 Sellers agree to cooperate, delayed or conditioned). Notwithstanding and the foregoingPurchaser agrees to cause the Company and the Subsidiaries to cooperate, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns defense against or compromise of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate claim in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesproceeding.

Contests. (a) After the Closing Date, Buyers Purchaser shall promptly notify Sellers Seller, or Seller, CLAC, or FGWLA shall promptly notify Purchaser, in writing within ten (10) days of receiving any written notice of a proposed assessment assessment, audit, examination or claim in a Tax Contest of or relating to Purchaser, Seller, the Seller Subsidiaries, the Transferred Assets or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, Business which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Article XII; provided, however, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the rights of a party to indemnification under this Agreement except to the extent Sellers extent, (i) if any, that, but for such failure, the Tax Indemnifying Party could have been avoided all or a portion of the Tax liability in question or (ii) such failure otherwise actually materially prejudiced by prejudices the failure to receive such noticeTax Indemnifying Party. (b) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) Contest that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods taxable periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (Bii) relates to a liability for Taxes for which Seller is allocable reasonably likely to indemnify Purchaser or the portion of such Straddle Period ending on and including Seller Subsidiaries pursuant to this Agreement or the Closing DateAncillary Agreements, (x) Seller shall be paid by Sellers have the right at its expense to Buyers if participate in, control the Tax adjustment requires payment of additional Taxesconduct of, and, subject to Purchaser’s consent pursuant to Section 12.04(c), settle such Tax Contest. Purchaser shall control all other Tax Contests and have the limitations set forth right to participate in Section 8.5 as if such additional Taxes were Losses subject all Tax Contests (including with respect to indemnification under Section 8.4(iwhich Seller possesses the right to control) which are reasonably likely to result in an adverse material effect to Purchaser, any Affiliate of Purchaser or the Seller Subsidiaries. (c) None of Purchaser, the Seller Subsidiaries or any Affiliate of either, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for any year without the written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed. Purchaser and (y) shall be paid by Seller agree to reasonably cooperate, and Purchaser agrees to cause the Seller Subsidiaries to reasonably cooperate, in the defense against or at the direction compromise of Buyers to Sellers if the any Tax adjustment results in a credit or refund of TaxesContest.

Contests. (a) After the Closing DateClosing, Buyers Buyer shall promptly notify Sellers Seller in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers Buyer or the Cinemex Companies corresponding Company Parties which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article XII. Such notice shall contain factual information (to the extent known to Buyer or any Company Party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Buyer fails to give Seller prompt notice of an asserted Tax liability as required by this Section 12.5, then (i) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in either the administrative or the judicial forum, then Seller shall not have any obligation to indemnify for any Tax or Contest Expense arising out of such asserted Tax liability, and (ii) if Seller is not so precluded from contesting but such failure to give prompt notice results in a detriment to Seller, then any amount which Seller is otherwise required to pay Buyer pursuant to Section 12.1 with respect to such liability shall be reduced by the amount of such detriment, if calculable. (b) Prior to the Closing Date, Seller shall control any audit, claim for refund or administrative or judicial proceeding involving any asserted Tax liability (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). After the Closing Date, in the case of a Contest that relates to a taxable Tax Return (or any item relating thereto or reported thereon) for a Taxable period that (A) ends ending on or before the Closing Date or (B) is allocable to Date, Seller shall at its expense undertake and control the portion conduct of such Straddle Period ending Contest, and for all Taxable periods straddling or beginning on and including the day after the Closing Date, Buyer shall control such Contests; provided, however, that Buyer shall control a contest solely as to any portion of the Tax Return of CPLP for the taxable year ending on the Closing Date, the resolution of which could cause a payment to be made to Triarc pursuant to the Tax Indemnity Provisions of the Triarc Purchase Agreement. If Seller does not assume the defense of any such Contest for a Taxable period ending on or before the Closing Date, Buyer may defend the same in such 66 81 manner as it may deem appropriate, including settling such Contest (xsubject, however, to Section 12.5(d) if such settlement would adversely affect Seller) after giving ten days" prior written notice to Seller setting forth the terms and conditions of settlement. In the event of a Contest covered by the second sentence of this paragraph that involves issues relating to a potential adjustment for which Seller has liability that also involves separate issues relating to a potential adjustment for which Buyer would be liable, Buyer shall have the right, at its expense, to control the Contest but only with respect to the latter issues. (c) Neither Buyer nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Contest which would adversely affect the other party for such year or a subsequent or prior year without the written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding any other provision of this Section 12.5, the defense of any Third Party Claim in respect of which indemnity may be sought under Section 10.3 shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to all obligations imposed by the limitations set forth in Section 8.5 as if Triarc Purchase Agreement with respect to the Contest of such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesThird Party Claim.

Contests. (a) After If the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving Owner Participant receives written notice of a proposed assessment or claim by the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, IRS which, if determined adversely sustained, together with the amounts required to be paid if such party or a claim were made and sustained with respect to the Other Undivided Interest, would result in a Tax Loss requiring the payment of an indemnity by EME in excess of $100,000, then the Owner Participant shall notify EME of such claim within 10 days after receipt of such notice from the lapse of IRS and take such action in contesting such claim as EME shall request from time to time, could have an adverse effect on Sellers. Such notice shall contain factual information including appeals (but not to the extent known U.S. Supreme Court), provided that: (i) No Lease Event of Default shall have occurred and be continuing; (ii) the Owner Participant shall have received a written opinion of independent tax counsel, selected by the Owner Participant and reasonably satisfactory to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except EME, to the extent Sellers have been materially prejudiced by the failure effect that, with respect to receive any initial contest there is a Reasonable Basis for such notice. contest (b) Except as provided belowor, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior appeal, such an opinion to the Closing Date effect that there is Substantial Authority for the taxpayer’s position); and (iii) EME shall have agreed to pay, on an After-Tax Basis, all costs and expenses incurred by the Owner Participant in connection with any contest, including, without limitation, all reasonable legal and other documented out-of-pocket expenses, and shall have provided the Owner Participant with adequate assurances for the payment thereof. Subject to the foregoing, the Owner Participant may forego any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of any claim and may, at its sole option, contest the claim in any permissible forum selected by the Owner Participant. The Owner Participant may, at its sole option, either pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible forum, considering in good faith, however, such requests as EME and its counsel shall make concerning the most appropriate forum in which to proceed and other relevant matters. If the Owner Participant chooses to pay the tax claimed and ▇▇▇ for a refund, EME shall advance to the Owner Participant, on an interest-free basis and with no additional net after-tax cost to the Owner Participant, sufficient funds to pay the tax and interest, penalties and additions to tax payable with respect thereto (to the extent such amount is indemnified against by EME). The Owner Participant shall not settle any Straddle Period claim without EME’s consent; provided, that the Owner Participant shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if the Owner Participant shall waive its right to indemnity with respect to such adjustment and any future adjustments relating to the same issue or issues for which EME’s right to contest shall have been effectively precluded by the failure to contest, and shall pay to EME any amount previously paid or advanced by EME with respect to such adjustment or the contest of such adjustment (other than amounts paid or advanced pursuant to which Contest Sellers could be liable EME’s obligation to pay the costs of the contest). The Owner Participant (i) shall not make payment of any claim for indemnification or could be entitled at least 30 days after giving written notice of such claim to a Tax refund from a Taxing Authority pursuant EME if such forbearance is permitted by law and shall inform EME in reasonable detail of the nature and extent of and purported basis (to this Agreementthe extent of the Owner Participant’s knowledge thereof) for such claim, Sellers (ii) shall have the right, at their expense, to participate consult with and consider in or, at the option of Buyers, control good faith EME’s suggestions regarding the conduct of such Contest; provided that, even if Buyers opt contest (but the manner in which such contest is conducted shall be determined in all respects by the Owner Participant in its sole discretion) and shall keep EME reasonably informed as to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceedingcontest, and (iiiii) if shall provide EME and its counsel with copies of any correspondence (or excerpts thereof relating to the adjustment or the contest of such settlement adjustment) or compromise would have an adverse effect excerpts of other written material received by the Owner Participant in connection with the contest and to review and make suggestions on all submissions to the Cinemex Companies, Symphony or Buyers, individually or in IRS and to any court to the aggregate, shall not settle or otherwise compromise extent such Proceeding without documents and submissions relate to the prior written consent of Buyers Tax Loss (which consent it being understood that EME shall not be unreasonably withheldpermitted to review any portions of such documents or submissions unrelated to the transactions contemplated by the Operative Documents); provided, delayed or conditioned). Notwithstanding the foregoinghowever, Sellers that in no circumstances shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to EME be entitled to review any federal income tax returns of the Owner Participant or any of its Affiliates, EME and its counsel shall maintain confidentiality with respect to all such information. If EME shall have requested the Owner Participant to contest such claim as above provided and shall have duly complied with all the terms of this Section 8, EME’s liability for indemnification under Section 6 shall, at EME’s election, be deferred until a Tax refund if Final Determination of the liability of the Owner Participant. At such time, EME shall become obligated for the payment of any indemnification hereunder resulting from the outcome of such contest could have an adverse effect on contest, and the Cinemex Companies, Symphony, Owner Participant shall become obligated to refund to EME any amount received as a refund by the Owner Participant or Buyers, individually or in the aggregate. In the case of a Contest that relates credited to the income tax returns Owner Participant fairly attributable to advances by EME hereunder. Within fifteen (15) days following such Final Determination, any amounts due hereunder shall be paid first by set-off against each other and either (a) EME shall pay to the Owner Participant any excess of the Ml amount due hereunder over the amount of any advances previously made by EME and applied against EME’s indemnity obligation as aforesaid or (b) the Owner Participant shall repay to EME any excess of such advances over such full amount due hereunder, together with any interest received by the Cinemex Companies or Symphony (an “Income Tax Contest”) Owner Participant that relates is properly attributable to Taxable Periods ending on or prior such excess amount of such advances during the period such advances were outstanding, and, if EME shall have indemnified the Owner Participant with respect to the Closing Dateadverse tax consequences of any advances or payments hereunder, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund the amount of any tax savings resulting from a Taxing Authority any payment pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access sentence. Notwithstanding anything to the books and records of such Cinemex Company or Symphony as it relates to contrary contained in this Section 8, the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent Owner Participant shall not be unreasonably withheldrequired to contest any claim hereunder if the subject matter thereof shall be of a continuing nature and shall have been previously decided by a court of competent jurisdiction pursuant to the contest provisions of this Section 8, delayed unless there shall have been a change in law (or conditioned). Notwithstanding interpretation thereof) or a change in facts after the foregoingdate with respect to which such previous contest shall have been decided, Sellers and the Owner Participant shall not be entitled have received, at EME’s expense, an opinion of independent tax counsel selected by the Owner Participant and reasonably acceptable to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected EME to result in Losses the effect that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence result of the conclusion of change in law (or interpretation thereof) or a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or change in facts, there is Substantial Authority that the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of Owner Participant will prevail in such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxescontest.

Contests. (a) After the Closing DateClosing, Buyers Acquirer and the Shareholders shall promptly notify Sellers each other in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers received by the Shareholders, Acquirer or Target from any Tax authority or other party with respect to Taxes for which the Cinemex Companies or Symphony, which, if determined adversely Shareholders are liable pursuant to such party or after the lapse of time, could have an adverse effect on SellersSection 12.01(a). Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyknown) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority Tax authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided belowThe Shareholders (or their designee) may elect to control the conduct, in the case through counsel of a Tax audit or its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial Proceeding proceeding involving any asserted liability with respect to which indemnity may be sought under Section 12.01(a) (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a “"Contest "). If the Shareholders (or their designee) elect to control a Contest”, it shall within 20 calendar days of receipt of the notice of asserted Tax liability notify Acquirer of its intent to do so, and the Shareholders (or their designee) shall have all rights to settle, compromise and/or concede such asserted liability; provided, however, that relates Acquirer shall have the right to Taxable Periods ending on consult with the Shareholders regarding any Contest that may affect the Acquirer or prior Target for any Post-Closing Period and provided further that the Shareholders shall not have the right to settle, compromise and/or concede any Contest that may affect the Acquirer or Target for any period after the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the Acquirer's prior written consent of Buyers (consent, which consent shall not be unreasonably withheld. If the Shareholders elect not to control the Contest or fails to notify Acquirer of its election as herein provided, delayed Acquirer may pay, compromise or conditionedcontest, at its own expense, subject to (i) reimbursement by the Shareholders for reasonable third party expenses and (ii) the Shareholders' indemnification obligations under Section 12.01(a). Notwithstanding the foregoing, Sellers Acquirer shall not have the sole right to control represent Target in any Contest pursuant other Contest. (c) In the event that the Shareholders shall after the Closing take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by the Target in any filing, settlement or agreement made by Target prior to which Sellers the Closing and such inconsistent position (i) requires the payment by Acquirer or Target of more Tax than would reasonably be expected have been required to be entitled to a Tax refund if paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the outcome determination of such contest could have an adverse effect on the Cinemex Companiesuseful life, Symphonybasis or method of depreciation, amortization or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns accounting of any of the Cinemex Companies assets or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct properties of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date Target or (Biii) is allocable to accelerates the portion of such Straddle Period ending on and including the Closing Date, (x) shall time at which any Tax must be paid by Sellers Acquirer or Target, then the Shareholders, in each such case, shall provide timely and reasonable notice to Buyers if the Acquirer of such position and shall indemnify Acquirer and hold it harmless from any Tax adjustment requires payment of additional Taxesliability or Tax cost or any Related Costs arising from, subject in connection with or otherwise with respect to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesposition.

Contests. (a) After Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Closing DatePartnership Agreement as part of the unified audit of the UpREIT, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure "partnership" item of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticeUpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) Except If UpREIT contests a Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for indemnification under Section 4 hereof (other than reasonable costs and expenses described in Section 6(f) of the Agreement) shall, at UpREIT's election, be deferred until thirty (30) days after a Final Determination of such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to the UpREIT as a partnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee hereby agrees (i) promptly to notify UpREIT in writing of such adjustment (and the failure of such ▇▇▇▇▇ Indemnitee to so notify UpREIT shall preclude any indemnity hereunder to the extent UpREIT's right to effect its contest rights hereunder has been precluded by such failure), and (ii) upon UpREIT's delivery to of a written opinion of nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee ("Tax Counsel") to the effect that there is a Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in good faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in Tax Court or a court having refund jurisdiction. (d) If, within 30 days following the failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided belowto such ▇▇▇▇▇ Indemnitee pursuant to a ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for costs or other expenses in respect of such contest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $__________ , (ii) without UpREIT paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in the case of a Tax audit proceedings before the Court of Federal Claims or administrative or judicial Proceeding Federal District Court, the amount of tax (a “Contest”and any applicable interest and penalties) that relates to Taxable Periods ending on or prior for which refund is claimed, and (iii) to the Closing Date extent such ▇▇▇▇▇ Indemnitee waives in writing UpREIT's obligation to indemnify such ▇▇▇▇▇ Indemnitee for such items, in which case all third-party costs and out-of-pocket expenses described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall waive its right to indemnity under this Agreement with respect to such adjustment and any Income Inclusion that results from such adjustment and, in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any Straddle Period pursuant applicable interest and penalties) previously paid or advanced by UpREIT with respect to which Contest Sellers could be liable for indemnification such adjustment or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct contest of such Contest; provided thatadjustment under Section 6(f), even if Buyers opt to permit Sellers to control plus interest at ___% computed from the conduct time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such Contest▇▇▇▇▇ Indemnitee in respect of a ▇▇▇▇▇ Level Issue, Sellers UpREIT and each Indemnitee agree to pay each other, as applicable, the net amount of (i) shall permit Buyers the payment owed by the UpREIT to participate in such ▇▇▇▇▇ Indemnitee of any indemnification hereunder, not theretofore paid resulting from the Proceeding and to monitor the progress outcome of such Proceedingcontest, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates proceedings before the Court of Federal Claims or Federal District Court, the repayment owed by such ▇▇▇▇▇ Indemnitee to the income tax returns of any UpREIT of the Cinemex Companies amount of tax (and any applicable interest and penalties) previously paid or Symphony (an “Income Tax Contest”) that relates advanced by UpREIT with respect to Taxable Periods ending on such adjustment or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct contest of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid 6(f), together with any interest received by or at the direction of Buyers credited to Sellers if the Tax adjustment results in a credit or refund of Taxessuch ▇▇▇▇▇ Indemnitee that is attributable to such advance.

Contests. (a) After The Indemnitee shall notify the Indemnitor in writing promptly, and in any event within thirty (30) days, of becoming aware of the commencement after the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement Date of any Tax audit or administrative or judicial Proceeding proceeding, or of any demand or claim on Buyers the Indemnitee or the Cinemex Companies or Symphonyany of its Affiliates, which, if determined adversely which could give rise to such party or after the lapse of time, could have a claim for indemnification under Section 7.01 (an adverse effect on Sellers“Indemnification Event”). Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies Indemnitee or Symphony or any Related Person of such partyits Affiliates) briefly describing with respect to the asserted Tax liability Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority taxing authority in respect thereof. If, in breach of any such asserted Tax liability. The failure its obligations hereunder, the Indemnitee fails to give the Indemnitor notice of Buyers to provide Sellers such notice an Indemnification Event, the Indemnitor shall not release Sellers from their obligations be liable under this Agreement except for such claim to the extent Sellers have been materially extent, if any, that the rights of the Indemnitor with respect to such claim are actually prejudiced or the amount of Tax which the Indemnitor would be required to indemnify is increased by the failure to receive such noticebreach. (b) Except as provided belowSubject to Section 7.03(d), in the case Indemnitor may elect to direct, through counsel of a Tax audit or its own choosing and at its own expense, any audit, claim for refund and administrative or judicial Proceeding proceeding involving any Taxes for which indemnity could be sought from the Indemnitor under Section 7.01 (any such audit, claim for refund or proceeding is referred to herein as a “Contest”). If the Indemnitor elects to direct a Contest, it shall promptly notify the Indemnitee of its intent to do so and in any event within sixty (60) that relates days of receipt of the notice of the Indemnification Event relating to Taxable Periods ending on or prior such Contest and, if requested by the Indemnitee, the Indemnitor shall furnish to the Closing Date or Indemnitee in due course, as a condition to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of further pursuing such Contest, Sellers (i) shall permit Buyers an opinion of the Indemnitor’s independent tax counsel to participate in the Proceeding and to monitor effect that the progress of Indemnitor will more likely than not win such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregateContest. In the case of a Contest that relates any Contest, the Indemnitee and each of its Affiliates, as the case may be, shall give to the income tax returns Indemnitor any information reasonably requested by the Indemnitor relating to such Contest and otherwise shall cooperate with the Indemnitor in good faith in order to contest effectively any such Contest. The Indemnitor shall, on demand, reimburse all “out of any pocket” costs and expenses which the Indemnitee or its Affiliate may incur in connection with such Contest (but not in connection with exercising the right of attendance described below), including reasonable attorneys’ and accountants’ fees and disbursements. The Indemnitee or its duly appointed representatives shall be allowed to attend all meetings between the Indemnitor and the taxing authority in question and shall be provided with copies of all material correspondence and documents relating to such Contest. If the Indemnitor fails to notify the Indemnitee of its election as herein provided, the Indemnitee and each of its Affiliates, as applicable, may take such reasonable steps as may be prudent and within its capacity to preserve the right of the Cinemex Companies relevant entity to contest such asserted Tax liability, may pay, compromise or Symphony (an contest, such asserted Tax liability and shall be reimbursed by the Indemnitor for all “Income Tax Contest”) that relates out of pocket” costs and expenses, including reasonable attorneys’ and accountants’ fees and disbursements incurred pursuant to Taxable Periods ending on or prior this sentence to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled extent attributable to a Tax refund from a Taxing Authority pursuant liability indemnifiable by the Indemnitor hereunder. However, in each such case, neither the Indemnitee nor any of its Affiliates may settle or compromise any asserted Tax liability without the consent of the Indemnitor; provided, however, that consent to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheldwithheld or delayed. If the Indemnitor chooses to direct the Contest, delayed the Indemnitee shall promptly empower and shall cause each of its Affiliates, as applicable, promptly to empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of the Indemnitor as it may designate to represent the Indemnitee and any relevant Affiliate in the Contest insofar as the Contest involves an asserted Tax liability for which the Indemnitor could be liable under Section 7.01. (c) Subject to making any payment or conditioned). Notwithstanding deposit as may be required by Law as a precondition to pursuing any judicial determination, the foregoingIndemnitor may cause a Contest to be prosecuted to a determination in a court of initial jurisdiction, Sellers and if the Indemnitor shall have furnished the Indemnitee with an opinion of the Indemnitor’s independent tax counsel to the effect that the Indemnitor will more likely than not successfully appeal the determination of any court, the Indemnitor may cause such Contest to be entitled prosecuted to a determination in an appellate court. (d) Nothing contained herein shall permit the Indemnitor to control any Contest if such Contest, alone or in conjunction with other Contestsif the Indemnitee and each of its Affiliates, could reasonably be expected to result in Losses that exceed as applicable, shall waive the Tax Loss Cap. Any Tax adjustment (including restatement payment by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or Indemnitor of any demand or claim on Buyers or amount that might otherwise be payable by the Cinemex Companies corresponding Indemnitor hereunder by way of indemnity in respect to a taxable period that (A) ends on or before such Contest. Upon any such waiver, the Closing Date or (B) is allocable Indemnitee shall repay to the portion Indemnitor any payments made by the Indemnitor to any taxing authority in such Contest (together with interest, from the date the payment to the taxing authority was made by the Indemnitor to the date of such Straddle Period ending on and including repayment by the Closing DateIndemnitee, (x) at the statutory rate which shall be paid by Sellers applicable from time to Buyers if time with respect to deficiencies for the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth Taxes in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesquestion).

Contests. (ai) After the Closing DateClosing, Buyers Purchaser shall promptly notify Sellers the Seller Representative in writing within ten of any demand, claim or notice received by Purchaser or any Affiliate thereof (10including the Company) days of receiving notice of a proposed assessment from any Governmental Body or any other Person relating to the commencement of any Tax audit Tax-related action, audit, claim for refund, or administrative or judicial Proceeding proceeding (each, a “Tax Action”) to the extent such Tax Action relates to (each, a “Seller Tax Action”) (x) a Pass-Through Income Tax Return for any period (or portion thereof) during which any Seller held an interest in the Company or (y) any Tax Action the resolution or outcome of which could result in any demand Tax or claim on Buyers related Liability, damage or the Cinemex Companies loss due or Symphonypayable by any Seller to any Governmental Body or Purchaser (or any of its Affiliates) pursuant to this Agreement (Section 7.4(h)) (each, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers“Other Tax Action”). Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyknown) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority Governmental Body or any other Person in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (bii) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers The Seller Representative shall have the right, right (at their expense, to participate in or, its election and at its own expense and by the option counsel and representatives of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers its own choosing) to control the conduct of such Contestdefense and resolution all Seller Tax Actions by providing written notice to the Purchaser. With respect to any Seller Tax Action controlled by the Seller Representative, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall Seller Representative may not settle or otherwise compromise such Proceeding any Seller Tax Action without the prior written consent of Buyers Purchaser (which consent shall Purchaser will not be unreasonably withheldwithhold, delayed conditioned or conditioneddelayed), (ii) the Seller Representative will keep Purchaser reasonably informed of all material communications with any Governmental Body, and (iii) with respect to any Seller Tax Action that is an Other Tax Action or which is reasonably likely to result in any Tax imposed directly on the Company, Purchaser (at its sole expense) may passively participate in (but not control or otherwise settle or resolve) such Seller Tax Action. Notwithstanding the foregoing, Sellers shall not The Seller Representative will have the right to participate (at its sole expense) in any proceeding with respect to Tax Action that Seller Representative does not elect to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementSection 7.4(d) or that Seller ceases to control (each, Sellers a “Purchaser Controlled Action”). Purchaser shall have the right, at their expense, to control the conduct of such Income Tax ContestPurchaser Controlled Action, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to but Seller shall have the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers right to participate in such Purchaser Controlled Action at its own expense and, with the Income Tax Contest written consent of Purchaser, in Purchaser’s sole discretion, and to monitor at its expense, Seller may assume control of the progress conduct of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Tax Action. Purchaser shall not settle (and shall not cause or otherwise compromise such Income Tax Contest permit) the resolution or settlement of any Purchaser Controlled Action without the prior written consent of Buyers the Seller Representative (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Notwithstanding anything to the foregoingcontrary in the foregoing provisions, Sellers shall not be entitled if Purchaser fails to assume control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or conduct of any demand or claim on Buyers or such Purchaser Controlled Action within a reasonable period following the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion receipt by Purchaser of notice of such Straddle Period ending on Tax Action or fails to defend or contest any such Tax Action in good faith or by appropriate proceeds, the Seller Representative shall have the right (but not the obligation) to assume control of such Tax Action and including the Closing Date, (x) shall be paid by Sellers able to Buyers if the settle, compromise and/or concede such Tax adjustment requires payment of additional Taxes, subject to the limitations set forth Action in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesits sole discretion.

Contests. (a) After the Closing Date, Buyers shall the Company shall, and prior to the Closing Date, BAT shall, promptly notify Sellers the other Party in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding or of any demand or claim on Buyers or proceeding involving the Cinemex Companies or Symphony, other Party which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Section 7; provided, however, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations under this Agreement affect the Shareholders’ or the Company’s right, as the case may be, to indemnification hereunder, except to the extent Sellers extent, if any, that, but for such failure, the other Party could have been materially prejudiced by avoided or contested the failure to receive such noticeTax liability in question. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending any period ended on or before the Closing Date, provided that within 30 days after the Shareholders receive the written notice from Company, and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Closing Date Shareholders acknowledges in writing the Shareholders’ liability under Section7.3(a) of this Agreement to hold the Company harmless against the full amount of any adjustment which may be made as a result of such audit or proceeding that relates to any Straddle Period pursuant such period, except to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementthe extent provided otherwise in Section 7.5(c) below, Sellers The Shareholders shall have the right, at their expense, to participate in or, right at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers Shareholders’ own expense to control the conduct of such Contest, Sellers (i) shall permit Buyers to audit or proceeding. The Company also may participate in any such audit or proceeding at the Proceeding Company’s expense and, if the Shareholders do not assume the defense of any such audit or proceeding, the Company may, without any effect to the Company’s right to indemnification under this Section 7, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days’ prior written notice to the Shareholders setting forth the terms and to monitor the progress conditions of such Proceeding, and settlement. (iic) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled With respect to a Tax refund if proposed adjustment for which both the outcome of such contest Shareholders (as evidenced by the Shareholders’ acknowledgment under this Section 7.5) and the Company could have an adverse effect on the Cinemex Companies, Symphonybe liable, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (which involves an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled adjustment to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends ended on or before the Closing Date or a change of accounting method or other issue that recurs for any post Closing period (Bwhether or not the subject of an audit or proceeding at such time), (i) is allocable to each Party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that Party which would bear the burden of the greater portion of such Straddle Period ending on the sum of the adjustment and including the Closing Date, (x) shall any corresponding adjustments that may reasonably be paid by Sellers to Buyers if the anticipated for future Tax adjustment requires payment of additional Taxes, subject to the limitations periods. The principle set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(ithe preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by the Company and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesShareholders.

Contests. (a) After Buyers agrees to give prompt written notice to Seller of the Closing Datereceipt of any written notice by the Company, Buyers shall notify Sellers in writing within ten (10) days or any Buyer Affiliate which involves the assertion of receiving notice of a proposed assessment any claim, or the commencement of any Tax audit Action in respect of which an indemnity may be sought by Buyers pursuant to this Article VI or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Pre-Closing Tax liability. The Period or Straddle Period of the Company (a “Tax Claim”); provided that failure of Buyers to provide Sellers such notice comply with this provision shall not release Sellers from their obligations under this Agreement affect Buyers’ right to indemnification hereunder except to the extent Sellers have been that Seller or a Seller Related Party is materially prejudiced by such failure. Seller shall have the failure right to receive such notice. (b) Except as provided below, in control the case contest or resolution of a any Tax audit or administrative or judicial Proceeding (a “Contest”) that relates Claim with respect to Taxable Periods any taxable period ending on or prior to before the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementDate; provided, Sellers however, that Seller shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without obtain the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed) before entering into any settlement of a claim if the resolution or settlement of such claim would increase the Tax liability of any Buyer or the Company in a taxable period that ends after the Closing Date, or ceasing to defend such claim; and provided further, that Buyers shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Buyers. Notwithstanding the foregoing, Sellers Buyers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns resolution of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) Claim with respect to any Straddle Period; provided, however, that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers Buyers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without obtain the prior written consent of Buyers Seller (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Notwithstanding delayed) before entering into any settlement of a claim if the foregoingresolution or settlement of such claim would increase the Tax liability of Seller or any Seller Related Party or result in an indemnification obligation owing by Seller or Seller Related Party to a Buyer Indemnitee pursuant to this Article VI or ceasing to defend such claim; and, Sellers provided further, that Seller shall not be entitled to control any Contest if such Contest, alone or participate in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion defense of such Straddle Period ending on claim and including to employ counsel of its choice for such purpose, the Closing Date, (x) fees and expenses of which separate counsel shall be paid borne solely by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesSeller.

Contests. (a1) After the Closing DateClosing, Buyers the Purchaser shall reasonably promptly after becoming aware notify Sellers the Seller in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or proceeding and shall also separately notify the Seller in writing of any demand or claim on Buyers the Purchaser or the Cinemex Companies or Symphony, Company which, if determined adversely to such party the taxpayer or after the lapse of time, could have an adverse effect on Sellerstime would be grounds for indemnification by the Seller under this Article VII. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies Purchaser or Symphony or any Related Person of such partythe Company) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority taxing authority in respect of any such asserted Tax liability. The failure If the Purchaser fails to give the Seller reasonably prompt notice of Buyers to provide Sellers such notice shall not release Sellers from their obligations under an asserted Tax liability as required by this Agreement except to Section 7.04, then (i) if the extent Sellers have been materially prejudiced Seller is precluded by the failure to receive give reasonably prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then the Seller shall not have any obligation to indemnify for any loss or damage arising out of such noticeasserted Tax liability, and (ii) if the Seller is not so precluded from contesting but such failure to give reasonably prompt notice results in an actual detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to this Article VII with respect to such liability shall be reduced by the amount of such detriment. (b2) Except The Seller, promptly after receiving notice, may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought against the Seller under this Article VII (any such audit, claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If ------- the Seller elects to direct the Contest of an asserted Tax liability, the Purchaser shall cooperate in all reasonable respects and shall cause the Company or its successor to cooperate in all reasonable respects, at the Seller's expense, in each phase of such Contest. If the Seller does not either reasonably promptly give notice to direct the Contest or commence the direction of the Contest or if it contests its obligation to indemnify under Section 7.01, the Purchaser or the Company may pay, compromise or contest, at its own expense, such asserted liability without waiving any of its rights to indemnification hereunder. However, in such case, neither the Purchaser nor the Company may settle or compromise any asserted liability over the objection of the Seller; provided, however, that the Seller's consent to settlement or compromise shall -------- ------- not be unreasonably withheld or delayed. In any event, each of the Purchaser (or the Company) and the Seller may participate, at their own expense, in the Contest. If the Seller chooses to direct the Contest, the Purchaser shall promptly empower and shall cause the Company or its successor promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of the Seller as it may designate to represent the Purchaser or the Company or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which the Seller would be liable under this Article VII, provided belowthat the Seller shall not, without the -------- Purchaser's consent, which shall not be unreasonably withheld or delayed, (x) agree to any settlement with respect to any Tax if such settlement would likely materially adversely affect the future Tax liability of the Purchaser or the Company for any periods ending after the Reference Date other than through the use of losses or credits arising in periods or portions thereof ending on or prior to the Reference Date or (y) agree to any settlement of such claim or cease to defend against such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed against the Purchaser or the Company. If, with respect to any proposed settlement referred to in clause (x) of the previous sentence, the Seller proposes in good faith to settle a claim, suit, action or proceeding with respect to any Tax, which settlement offer is accepted by the relevant taxing authority, the Purchaser may elect to continue to contest such claim, suit, action or proceeding; provided -------- that notwithstanding how such matter is ultimately settled or decided, the liability of the Seller with respect to such claim, suit, action or proceeding shall be no greater than the amount which would have been payable if the Purchaser had consented to the settlement proposed by the Seller. (3) The Purchaser shall have the sole obligation and right to direct, at its own expense, a Contest regarding any Tax Return relating to the Company for any taxable period commencing after the Reference Date (or the Closing Date in the case of a Tax audit Return which is filed on a combined, consolidated, unitary or administrative or judicial Proceeding (a “Contest”) similar basis); provided, however, that relates to Taxable Periods ending on or prior to the Closing Date or to Purchaser shall advise and -------- ------- consult with the Seller regarding the status of any Straddle Period pursuant to which such Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have that involves the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; Company and provided further that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers the Seller (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditionedand except as provided in Section 7.04(b). Notwithstanding , the foregoing, Sellers Purchaser shall not (i) make any election, change any annual accounting period or adopt or change any accounting method if any such election, adoption or change would have the effect of increasing the tax liability of the Seller in any tax period or portion thereof ending on or before the Reference Date, or (ii) file any amended return, enter into any closing agreement, settle any tax claim or assessment relating to the Company, surrender any right to control claim a refund of Taxes, consent to any Contest pursuant extension or waiver of the limitation period applicable to which Sellers any tax claim or assessment relating to the Company or take any action, if any such amendment, agreement, settlement, surrender, consent or other action would reasonably be expected to be entitled to a Tax refund if have the outcome effect of such contest could have an adverse effect increasing the tax liability of the Seller in any tax period or portion thereof ending on or before the Cinemex Companies, Symphony, Reference Date (or Buyers, individually or the Closing Date in the aggregate. In the case of a Contest that relates Tax Return which is filed on a combined, consolidated, unitary or similar basis), except to the income tax returns of extent the Seller is to be fully indemnified by the Purchaser against any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification increase under Section 8.4(i) and (y) shall be paid by 7.05 or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesotherwise.

Contests. (a) After the Closing Date, Buyers the Buyer shall promptly notify the Sellers in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding involving the Company or any of any demand or claim on Buyers or the Cinemex Companies or Symphony, its Subsidiaries which, if determined adversely to such party the Company or after the lapse of timerelevant Subsidiary, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Article 7; provided, -------- however, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations under this Agreement affect a Buyer Indemnified ------- Person's right to indemnification hereunder except to the extent extent, if any, that, but for such failure, the Sellers could have been materially prejudiced by avoided the failure to receive such noticeTax liability in question. (b) Except as provided in Section 7.3(c) below, in the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending on or prior to any Pre-Closing Period, the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, right at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers own expense to control the conduct of such Contestaudit or proceeding; provided that within 30 days after the -------- Sellers have received the written notice from the Buyer that is required under Section 7.3(a) above, and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers (iacknowledge in writing their joint liability under Section 7.3(b)(i) shall permit Buyers of this Agreement to participate in hold any Buyer Indemnified Person harmless against the Proceeding and to monitor the progress full amount of any adjustment which may be made as a result of such Proceedingaudit or proceeding that relates to the Pre-Closing Period (to the extent such amount exceeds the Closing Balance Sheet Tax Reserve after giving effect to all prior and concurrent payments made pursuant to Section 7.3(b)(i) of this Agreement to any Buyer Indemnified Person); provided, and (ii) if such further, that the Sellers may not agree to a ----------------- settlement or compromise would to any such audit or proceeding that may reasonably be expected to have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in tax liability of the aggregate, shall not settle or otherwise compromise such Proceeding Company for a taxable period after the Closing Date without the prior written consent of Buyers the Buyer; provided, further, that if the Buyer does not consent to such settlement ----------------- or compromise, the Sellers' liability to indemnify the Buyer as a result of such audit or proceeding shall be limited to the amount that the Sellers would have paid had the Buyer consented to such settlement or compromise. The Buyer also may participate in any such audit or proceeding at its own expense and, if the Sellers do not assume the defense of any such audit or proceeding, the Buyer may defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to any Buyer Indemnified Person's right to indemnification under this Article 7. (c) Notwithstanding subsection (a) above, any contest and/or settlement of any issue raised in an official inquiry, examination or proceeding that relates to the validity or effect of the Election will be conducted by the Buyer and the Company. (d) In the case of an audit or administrative or judicial proceeding that relates to the Interim Period, the Buyer shall have the right at its own expense to control the conduct of such audit or proceeding; provided that the -------- Buyer may not agree to a settlement or compromise in any such audit or proceeding without the prior written consent of the Seller's Representative (as defined in Section 12.5 below), which consent shall not be unreasonably withheld. The Sellers also may participate in any such audit or proceeding at their own expense and, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome Buyer does not assume the defense of any such contest could have an adverse audit or proceeding, the Sellers may defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject Sellers' right to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesthis Article 7.

Contests. (a) After the Closing Date, Buyers the Purchaser shall promptly notify the Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers the Purchaser, the Company or the Cinemex Companies corresponding Subsidiary which may affect the Tax Liability of the Sellers or any affiliate of the Sellers (including the Company). Such notice shall contain factual information (to the extent known to the Purchaser, the Company or the Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. The Purchaser's failure to give notice to the Sellers as provided hereunder shall not affect the Sellers' liabilities under this section except to the extent the Sellers are prejudiced thereby. (b) The Sellers may elect to direct, through counsel of their own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding to the extent involving any asserted liability arising with respect to the Pre-Closing Period (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a taxable "Contest"). If the Sellers elect to direct a Contest, they shall, within 30 calendar days of receipt of the notice of asserted Tax liability pursuant to paragraph (a) of this Section 9.05, notify the Purchaser of their intent to do so, and the Purchaser shall cooperate and shall cause the Company and the Subsidiary to cooperate, at the expense of the Sellers, in each phase of such Contest. In any event, prior to Closing, the Purchaser and the Sellers shall take all steps to empower and cause the Company and the Subsidiary to promptly empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of the Sellers as the Sellers may designate to represent the Company and the Subsidiary for any -47- 48 audit, claim for refund and administrative or judicial proceeding for the years 1997, 1998, 1999 and 2000. If the Sellers elect not to direct the Contest or fail to notify the Purchaser of their election as herein provided, the Purchaser, the Company and/or the Subsidiary may pay, compromise or Contest, at the Seller's expense, such asserted Tax liability. However, in each such case, none of the Purchaser, the Company, or the Subsidiary may settle or compromise any asserted Tax liability without the express written consent of the Sellers; provided, however, that such consent to settlement or compromise shall not be unreasonably withheld; and provided, further, that any settlement or compromise in violation of the preceding sentence shall release the Sellers of their obligation pay such Taxes pursuant to Section 9.01 hereof. In any event, the Sellers may participate, at their own expense, in the Contest. If the Sellers choose to direct the Contest, the Purchaser shall promptly empower and shall cause the Company and the Subsidiary to promptly empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of the Sellers as it may designate to represent the Purchaser or the Company and the Subsidiary in the Contest. If any Contest that is directed by the Sellers includes an issue the resolution of which would have a Material Adverse Effect on the Company or the Subsidiary in a period that (A) ends on or before portion thereof ending after the Closing Date the Sellers shall consult with the Purchaser and consider in good faith all comments made with respect thereto. (c) Purchaser shall have the sole right to control any Contest arising with respect to a period (or (B) is allocable to the portion of such Straddle Period ending on and including a period) beginning after the Closing Date, (x) shall be paid by Sellers provided however, that if a potential adjustment resulting from such Contest would give rise to Buyers if the Tax adjustment requires payment of additional Taxes, subject a tax liability to the limitations set forth Sellers or any affiliate of the Sellers with respect to the Pre-Closing Period, the Sellers shall have the right to participate in Section 8.5 as if such additional Taxes were Losses subject Contest. Additionally, in each such case, neither the Purchaser nor the Company may settle or compromise any asserted Tax liability without the express written consent of the Sellers; provided, however, that such consent to indemnification under Section 8.4(i) and (y) settlement or compromise shall not be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesunreasonably withheld.

Contests. (ai) After the Closing Date, Buyers shall notify Sellers in writing within ten Each Member's Stockholder (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding PCS, IPLLC, and in the case of Kerman, KCI) and their duly appointed representatives (a “Contest”collectively, the "MEMBER REPRESENTATIVE") that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers authority to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceedingany audit or examination by any taxing authority, and (ii) if such settlement contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or compromise would have an adverse effect on the Cinemex Companiesother adjustment of Taxes of or relating to any liability of a Member for its Member PRE-CLOSING Periods; PROVIDED, Symphony or BuyersHOWEVER, individually or in the aggregatethat no Member Representative shall, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (UbiquiTel Parent, which consent shall not be unreasonably withheld, delayed enter into any settlement of any contest or conditioned). Notwithstanding the foregoing, Sellers shall not otherwise compromise any issue that would have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an material adverse effect on the Cinemex Companies, Symphony, Tax benefits of UbiquiTel Parent or Buyers, individually or in the aggregateMember for taxable years ending after the CLOSING DATE. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers UbiquiTel Parent and its duly appointed Representatives shall have the right, at their expense, exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax 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 any liability of a Member for Taxes for any taxable year or other taxable period ending after the conduct CLOSING DATE (a "MEMBER POST-CLOSING PERIOD"); PROVIDED, HOWEVER, that (a) neither UbiquiTel Parent nor its subsidiaries nor any of such Income Tax Contesttheir duly appointed Representatives shall, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that adversely affects the liability of the Member's Stockholder or Stockholders for any Member PRE-CLOSING Period Taxes, and (which b) neither UbiquiTel Parent nor its subsidiaries nor any of their duly appointed representatives shall, without the prior consent of the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that would require payment by such Member Representative's Stockholder Group Indemnitors of any amount under this Agreement unless UbiquiTel Parent shall not have waived or caused to be unreasonably withheldwaived for itself and its subsidiaries any right to indemnification for Taxes from such Member Representative's Stockholder Group Indemnitors. (ii) UbiquiTel Parent agrees to notify in writing the Member Representative of any affected Member within ten business days of receipt of any notice, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone whether oral or in conjunction with writing, of any federal, state, local or foreign Tax examinations, claims, settlements, proposed adjustments, or related matters that may affect in any way such Member Representative's Stockholder Group Indemnitors' obligations under this Agreement and shall promptly forward all written notifications and other Contests, could reasonably be expected communications from any Tax authority received by UbiquiTel relating to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a any Tax audit or administrative other proceeding relating to the Tax liability of or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding with respect to a taxable period that Member. The failure of UbiquiTel Parent to give the Member Representative such written notice shall not excuse such Member Representative's Stockholder Group Indemnitors from their obligations under this Agreement with respect to any increased Tax liability directly or indirectly attributable to any such written notification or other communication, unless such failure materially prejudices the ability of the Member Representative's Stockholder Group to defend or dispute such examination, claim, settlement, adjustment or related matter. (Aiii) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (xThis Section 11.6(e) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction provisions of Buyers to Sellers if the Tax adjustment results in a credit or refund Article 12 of Taxesthis Agreement.

Contests. (a) After Whenever any Taxing Authority asserts a claim, makes an assessment, or otherwise disputes the Closing Dateamount of Taxes for which Sellers are liable under this Agreement, Buyers Purchasers shall notify upon receipt of such assertion, promptly inform Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the rightsole right to control any resulting proceedings and to determine whether and when to settle any such claim, at their expenseassessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Sellers may be liable under this Agreement; provided, to participate in orhowever, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (Purchasers, which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not settle any such claim, assessment or dispute if such settlement would reasonably be expected to adversely affect the Tax liability of Purchasers under this Agreement or the Tax liabilities of the Spine Entities for which Sellers are not obligated to indemnify Purchasers. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchasers are liable under this Agreement, Purchasers shall have the right to control any Contest pursuant resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except to the extent such proceedings affect the amount of Taxes for which Sellers are liable under this Agreement. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which both Sellers and Purchasers may be liable: (a) each party may participate in any resulting proceedings; (b) that portion of the proceedings shall be controlled by that party that would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be expected to anticipated for future taxable periods; and (c) Purchasers shall be entitled to a Tax refund if the outcome take all such action that they deem necessary or appropriate to protect their confidential information. Sellers shall promptly inform Purchasers of such contest could have an adverse effect on the Cinemex Companies, Symphony, any notice or Buyers, individually or in the aggregate. In the case of a Contest claim they receive from any Taxing Authority that relates to the income tax returns of Taxes for which any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could Spine Entities may be liable for indemnification or could be entitled to and provide Purchasers with a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct copy of all such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance claims and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesnotices.

Contests. (a) After the Closing DateClosing, Buyers each party shall promptly notify Sellers the other party in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers the other party or its Affiliates which, if determined adversely to the Cinemex Companies corresponding taxpayer or after the lapse of time, could be grounds for indemnification under Section 7.01. Such notice shall contain factual information (to the extent known to such party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If either party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 7.03, then such party shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that failure to give such notice results in a detriment to such party. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable period that (A) ends periods ending on or before the Closing Date or (B) is allocable date of the Closing, the Seller shall have the sole right, at its expense, to control the portion conduct of such Contest; provided, however, that the Seller shall not settle or compromise any asserted liability with respect to any such Contest without the prior written consent of the Purchaser if such settlement or compromise would adversely affect the Tax liability of the Purchaser, its Affiliates or the Companies in a post-Closing Tax period, which consent shall not be unreasonably withheld or delayed. (c) With respect to Straddle Period ending on Periods, the Seller may elect to direct and including control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which indemnity may be sought from the Closing Date, (x) shall be paid by Sellers Seller pursuant to Buyers Section 7.01 if the amount of such asserted Tax adjustment requires payment of additional liability attributable to Excluded Taxes, subject in the Purchaser’s good faith judgment, equals or exceeds the amount of such asserted Tax liability that is not attributable to Excluded Taxes, determined in a manner consistent with Section 7.01(b). If the limitations set forth in Section 8.5 as if Seller elects to direct such additional Taxes were Losses subject Contest, the Seller shall within 60 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to indemnification under Section 8.4(i) do so, and (y) the Purchaser shall be paid by or reasonably cooperate and shall cause the Companies to reasonably cooperate, at the direction Seller’s expense, in each phase of Buyers such Contest. If the Seller elects to Sellers if direct such Contest, then the Tax adjustment results Purchaser may participate in a credit such Contest, at the Purchaser’s expense. If the Seller elects not to direct the Contest, the Purchaser may assume control of such Contest (at the Purchaser’s expense). If the Purchaser assumes control of such Contest (whether because the Seller elects not to assume control or refund because it is not entitled to control such Contest), then the Seller may participate, at its own expense, in the Contest. Neither the Seller nor the Purchaser may settle or compromise any asserted liability with respect to any Contest governed by this Section 7.03(c) without prior written consent of Taxesthe other party, which shall not be unreasonably withheld or delayed. (d) The Purchaser and the Seller agree to reasonably cooperate, and agree to cause their Affiliates to reasonably cooperate, in the defense against or compromise of any claim in any Contest.

Contests. (a) After the Closing Date, Buyers Buyer shall promptly notify Sellers Seller in writing within ten (10) days of receiving notice of a any proposed assessment or assessment, the commencement of any Tax audit or administrative or judicial Proceeding court proceedings or of any demand or claim on Buyers or the Cinemex Companies or Symphony, a Tax Indemnitee which, if determined adversely to such party the taxpayer or after the lapse of time, could would be grounds for indemnification by Seller under Section 10.3 (each such assessment, audit, court proceeding, demand or claim, a “Contest”); provided that the failure so to notify Seller shall not relieve Seller of any liability that it may have an adverse effect on Sellersto the Tax Indemnitee hereunder, except to the extent that Seller demonstrates that it is actually prejudiced thereby. Such notice (a “Tax Claim”) shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyBuyer) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority taxing authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in In the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) any Contest that relates to Taxable Periods a taxable period ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementDate, Sellers Seller shall have the right, at their expenseits expense and through counsel of its own choosing, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers that (i) Seller does not dispute its obligation to indemnify the Tax Indemnitees for the asserted liability, (ii) Seller shall permit Buyers consult with the Buyer regarding any such Contest and shall allow Buyer to participate in the Proceeding and to monitor the progress of any such Proceeding, proceeding and (iiiii) if such no settlement or compromise other disposition of any claim for Tax which would have an adverse effect on adversely affect any Tax Indemnitee in any taxable period ending after the Cinemex CompaniesClosing Date in any manner or to any extent (including, Symphony but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or Buyers, individually cost adjustments and the reduction of loss or in the aggregate, credit carryovers) shall not settle or otherwise compromise such Proceeding be agreed to without the Buyer’s prior written consent, such consent of Buyers (which consent shall not to be unreasonably withheldwithheld or delayed, delayed unless Buyer agrees to indemnify the Seller for any increase in Taxes resulting from a failure to provide consent. If Seller elects not to direct the Contest, Buyer or conditioned). Notwithstanding the foregoingCompany may pay, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphonycompromise, or Buyers, individually or in the aggregate. contest such asserted liability. (c) In the case of a Contest that relates to a taxable period beginning before the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods Closing Date and ending on or prior to after the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers Buyer shall have the right, at their expenseits expense and through counsel of its own choosing, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, ; provided that Sellers (i) Buyer shall permit Buyers consult with Seller regarding any such Contest and shall allow Seller to participate in the Income Tax Contest and to monitor the progress of any such Contest proceeding and (ii) if such no settlement or compromise other disposition of any claim for Taxes which would adversely affect Seller in such taxable periods or subsequent taxable periods shall be agreed to without Seller’s prior written consent, such consent not to be unreasonably withheld or delayed, unless Seller agrees to indemnify the Buyer for any increase in Taxes resulting from a failure to provide consent. Except as provided above, the Buyer shall have an adverse effect on the Cinemex Companiesright to control the conduct of any Contest in its sole discretion with respect to any other Tax matter. (d) Seller, Symphony or Buyers, individually or Buyer and the Company agree to cooperate in the aggregate, shall not settle defense against or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesContest.

Contests. (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (Subject to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person rights of such party) briefly describing the asserted Tax liability and shall include copies insurers under policies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period -------- insurance maintained pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementSection 16 of the Charter, Sellers the Charterer shall have the right, at their its sole cost and expense, to participate investigate, and the right in orits sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the option Charterer's expense, with all reasonable requests of Buyers, the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control the conduct of such Contest; provided thatIndemnitee, even if Buyers opt as is in the Charterer's control or is reasonably available to permit Sellers the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to control enable such Indemnitee to fulfill its obligations under this Section 13. 1. Where the conduct Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such ContestIndemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, Sellers however, that if (i) shall permit Buyers to participate in the Proceeding written opinion of counsel to such -------- ------- Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to monitor be represented by separate counsel, the progress reasonable fees and expenses of such Proceedingseparate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that -------- such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 13.1. Notwithstanding anything to the contrary contained herein, (x) the Charterer shall not under any circumstances be liable for the fees and expenses of more than one counsel for each of (i) the Owner Participant, the Owner Trustees and the Owner Trust (and their respective successors and permitted assigns, agents and servants) and (ii) if such settlement or compromise would have an adverse effect on the Cinemex CompaniesLoan Participants and the Indenture Trustee (and their respective successors and permitted assigns, Symphony or Buyersagents and servants), individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) during the continuance of a specified Charter Event of ---------------- Default, the Charterer shall not compromise any Claim without the consent of the ------- applicable Indemnitee, such consent not to be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesunreasonably withheld.

Contests. (a) After Buyer agrees to promptly give written notice to the Closing DateSellers’ Representative of the receipt of any written notice by the Company, Buyers shall notify Sellers in writing within ten (10) days Buyer, or any of receiving notice their respective Affiliates which involves the assertion of a proposed assessment any claim, or the commencement of any Action, in respect of which either of the Seller Members may be required to pay Taxes as a result of such claim or Action, or an indemnity may be sought by Buyer or any Buyer Indemnitee for Indemnified Taxes (a “Tax audit Claim”); provided, that failure to comply with this provision shall not affect Buyer’s or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely Buyer Indemnitees’ right to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (indemnification hereunder to the extent known to Buyers and such failure materially prejudices the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liabilitySeller Members. The failure Sellers’ Representative shall control contests of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or Claims solely relating to any Straddle Period pursuant to which Contest Sellers could be liable Company Income Tax Returns filed on a pass-through basis for indemnification or could be entitled to a Pre-Closing Tax refund from a Taxing Authority pursuant to this AgreementPeriod; provided, Sellers however, that the Sellers’ Representative shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without obtain the prior written consent of Buyers Buyer (which consent shall not be unreasonably withheldwithheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim relating to any such Company Income Tax Return; and, delayed or conditioned). Notwithstanding the foregoingprovided further, Sellers that Buyer shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest defense of such claim and to monitor employ counsel of its choice for such purpose, the progress fees and expenses of such Contest and (ii) if such settlement or compromise would have an adverse effect on which separate counsel shall be borne solely by Buyer. In addition to the Cinemex Companiesforegoing, Symphony or Buyers, individually or in the aggregate, Buyer shall not settle or otherwise compromise such Income Tax Contest without obtain the prior written consent of Buyers the Sellers’ Representative (which consent shall not be unreasonably withheldwithheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim relating to any Tax Claim that is not controlled by the Sellers’ Representative; and, delayed or conditioned). Notwithstanding provided further, that the foregoing, Sellers Sellers’ Representative shall not be entitled to control any Contest if such Contest, alone or participate in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion defense of such Straddle Period ending on claim and including to employ counsel of its choice for such purpose, the Closing Date, (x) fees and expenses of which separate counsel shall be paid borne solely by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesSellers’ Representative.

Contests. (a) After Buyer agrees to give written notice to Sellers of the Closing Datereceipt by an Acquired Company, Buyers shall notify Sellers in writing within ten (10) days Buyer or any of receiving Buyer’s Affiliates of any written notice which involves the assertion of a proposed assessment any claim, or the commencement of any Tax audit Action, by a Governmental Authority or administrative other Person who is not a party to this Agreement (or judicial Proceeding an Affiliate of a party to this Agreement or a Representative of any demand of the foregoing) in respect of which an indemnity claim may be sought by Buyer pursuant to Section 6.03(a) (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder, except as provided in Section 6.09 or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (otherwise to the extent known to Buyers and the Cinemex Companies that Sellers forfeit substantive rights or Symphony or any Related Person defenses by reason of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticefailure. (b) Except as provided belowSellers shall control the contest or resolution of any Tax Claim; provided, in however, that if such Tax Claim could reasonably be expected to adversely affect the case of a Company, Buyer or their Affiliates for any Post-Closing Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementPeriod, Sellers shall not settle any Tax liabilities arising out of such Tax Claim without the written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; and provided further, that Buyer and the Company, at their expense, shall have the rightright to participate with Sellers in the defense of such Tax Claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Buyer. If Sellers so request, Buyer shall take all reasonable actions requested by Sellers to permit Sellers, at their expense, to participate in or, at the option of Buyers, control the conduct defense of such Contest; provided thatTax Claim. Notwithstanding the foregoing, even if Buyers opt Sellers do not promptly notify Buyer in writing of their election to permit Sellers to assume the defense of a Tax Claim following notice thereof, Buyer shall control the conduct contest or resolution of such ContestTax Claim; provided, Sellers (i) however, that Buyer shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without obtain the prior written consent of Buyers Sellers (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Notwithstanding the foregoingdelayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim; and, provided further, that Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if participate in the outcome defense of such contest could have an adverse effect on Tax Claim and to employ counsel of its choice for such purpose, the Cinemex Companies, Symphony, or Buyers, individually fees and expenses of which separate counsel shall be borne solely by Sellers. Cooperation and Exchange of Information . Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the aggregateCompanies. In Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the case Companies for any taxable period beginning before the Closing Date until the expiration of a Contest that relates the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the income tax returns extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to Company for any taxable period beginning before the Closing Date, pursuant Sellers or Buyer (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to which Contest Sellers could be liable for take custody of such materials. Tax Treatment of Indemnification Payments . Any indemnification or could be entitled to a Tax refund from a Taxing Authority payments pursuant to this Agreement, Sellers Article VI shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access be treated as an adjustment to the books and records of such Cinemex Company or Symphony as it relates to Purchase Price by the Income parties for Tax Contestpurposes, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or unless otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement required by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesLaw.

Contests. (a) After The Buyer shall promptly notify the Closing Date, Buyers shall notify Sellers Seller in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding or of any demand or claim on Buyers or proceeding involving the Cinemex Companies or Symphony, Company which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under this Section 6.4; PROVIDED, HOWEVER, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations under this Agreement affect the Buyer's right to indemnification hereunder, except to the extent Sellers extent, if any, that, but for such failure, the Seller could have been materially prejudiced by avoided the failure to receive such notice. (b) Except as provided below, Tax liability in question. In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending on or any Pre-Closing Period, PROVIDED that within 30 days after the Seller receives the written notice from the Buyer required under this Section 6.4(k) and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Closing Date Seller acknowledges in writing the Seller's liability under this Section 6.4 to hold the Buyer and the Company harmless against the full amount of any adjustment which may be made as a result of such audit or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementproceeding, Sellers the Seller shall have the right, right at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers his own expense to control the conduct of such Contestaudit or proceeding; PROVIDED, Sellers (i) shall permit Buyers to participate in HOWEVER, that the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Seller shall not settle or otherwise compromise such Proceeding any issue or matter without the Buyer's prior written consent if such issue or matter will have a material affect on the Tax liability of Buyers the Buyer or the Company for a Post-Closing taxable year or period (which consent shall not be unreasonably withheld, delayed or conditionedfor an Interim Period). Notwithstanding the foregoingThe Buyer also may participate in any such audit or proceeding at its own expense and, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on Seller does not assume the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns defense of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of proceeding, the Buyer may, without any demand or claim on Buyers effect to its or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject Company's right to indemnification under this Section 8.4(i) 6.4, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. Except as provided otherwise in this Section 6.4(k), the Buyer shall control at its own expense any and (y) shall be paid by all audit, administrative and judicial proceedings related to the Company or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Company's Taxes.

Contests. (a) After Subject to Section 9.7(c), the Closing DateShareholders’ Representative shall, Buyers shall notify Sellers at his election, have the right to represent, settle and dispose of the Company’s or any of the Subsidiaries’, as the case may be, interests in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Contest relating to any Tax audit matter with respect to any Tax period (or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyportion thereof) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Year End Date (including the “S short year” (within the meaning of Treasury Regulation Section 1.1362-3) or with respect to any Straddle Period pursuant contest pertaining to which the subject matter of Section 3.7(m) in respect of the transactions contemplated hereby, and employ counsel of his choice at the Shareholders’ expense and to control the conduct, settlement or disposition of such Contest. (b) Unless the Purchaser or the Surviving Corporation has previously received written notice from the Shareholders’ Representative of the existence of such a Contest, the Purchaser or the Surviving Corporation, as the case may be, shall give written notice to the Shareholders’ Representative of the existence of any Contest Sellers could be liable for indemnification or could be entitled relating to a Tax refund matter described in Section 9.7(a) within ten days from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at receipt by the option Purchaser or the Surviving Corporation after the Closing Date of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct any written notice of such Contest, Sellers but no failure to give such notice shall relieve the Shareholders of any liability hereunder except to the extent, if any, that the rights of the Shareholders with respect to such claim are materially prejudiced. Unless the Shareholders’ Representative has previously received written notice from the Surviving Corporation of the existence of such Contest, the Shareholders’ Representative shall give written notice to the Surviving Corporation of the existence of any Contest within ten days from the receipt by the Shareholders’ Representative of any written notice of such Contest. (ic) The Purchaser, the Company and the Subsidiaries, on the one hand, and the Shareholders, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other’s representatives as reasonably requested and in a prompt and timely manner in connection with any Contest. Such cooperation shall permit Buyers include, but not be limited to, making available on a reasonable basis to the other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. The Shareholders’ Representative shall consult with the Surviving Corporation regarding any such Contest and shall allow the Purchaser and the Surviving Corporation to participate in the Proceeding and to monitor the progress of any such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to concerning a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.matter described in

Contests. (a) After Parent agrees to give prompt written notice to Stockholder Representative of the Closing Datereceipt of any written notice by the Company, Buyers shall notify Sellers in writing within ten (10) days Parent or any of receiving notice Parent’s Affiliates which involves the assertion of a proposed assessment any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Parent pursuant to this ARTICLE VI or which could otherwise result in material Losses to the parties represented by the Stockholder Representative (a “Tax audit or administrative or judicial Proceeding or of Claim”); provided that any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely failure to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice comply with this provision shall contain factual information (reduce Parent’s right to indemnification hereunder only to the extent known it adversely affects the ability of the of the Stockholder Representative to Buyers and the Cinemex Companies or Symphony or contest any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers Claim relating to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. . Stockholder Representative (bon behalf of the Stockholders, Optionholders and Warrantholders) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could shall be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the rightentitled, at their expenseits election, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct contest or resolution of any Tax Claim relating entirely to Taxes attributable to Pre-Closing Tax Periods; provided, that Stockholder Representative shall keep Parent informed in all material respect of the statue of such ContestTax Claim; and provided, Sellers (i) further, that Stockholder Representative shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without obtain the prior written consent of Buyers the Parent (which consent shall not be unreasonably withheldwithheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim and; provided further, delayed or conditioned). Notwithstanding that the foregoing, Sellers Parent shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest defense of such claim and to monitor employ counsel of its choice for such purpose, the progress fees and expenses of which separate counsel shall be borne solely by Parent. Parent shall control the contest or resolution of any Tax Claim that Stockholder Representative does not control under this Section 6.06; provided, that Parent shall keep Stockholder Representative informed in all material respect to the status of such Contest Tax Claim; and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companiesprovided, Symphony or Buyersfurther, individually or in the aggregate, that Parent shall not settle or otherwise compromise such Income Tax Contest without obtain the prior written consent of Buyers the Stockholder Representative (which consent shall not be unreasonably withheldwithheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim and; provided further, delayed or conditioned). Notwithstanding that the foregoing, Sellers Stockholder Representative shall not be entitled to control any Contest if participate in the defense of such Contestclaim and to employ counsel of its choice for such purpose, alone or in conjunction with other Contests, could reasonably the fees and expenses of which separate counsel shall be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment borne solely by Stockholder Representative (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence on behalf of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on Stockholders, Optionholders and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesWarrantholders).

Contests. (a) After the Closing DateClosing, Buyers Covenant shall promptly notify Sellers the Stockholders in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers Covenant or the Cinemex Companies corresponding Company which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for payment of Taxes or indemnification by the Stockholders under this Agreement. Such notice shall contain factual information (to the extent known to Covenant or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Covenant fails to give the Stockholders prompt notice of an asserted Tax liability as required by this section, then the Stockholders shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability under this Agreement; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been prejudiced as a taxable result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Person failed to give such notice). In the case of a Tax audit or administrative or judicial proceeding (a "Contest") that (A) ends relates to periods ending on or before the Closing Date or (B) is allocable Date, the Stockholders shall have the sole right to direct and control the portion conduct of such Straddle Period Contest. With respect to any Contest for any period beginning before the Closing Date and ending on and including after the Closing Date, (x) the Party which would bear the burden of the greater portion of the sum of the adjustments that may reasonably be anticipated for such period may elect to direct and control, through counsel of its own choosing, such Contest. If the Stockholders elect to direct any Contest or portion of a Contest, the Stockholders shall promptly notify Covenant of its intent to do so, and Covenant shall cooperate and shall cause the Company to fully cooperate in each phase of such Contest. If the Stockholders elect not to direct the Contest, Covenant shall assume control of such Contest and such Contest shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) in accordance with Article V hereof. Covenant shall keep the Stockholder Representative reasonably informed of the status of such Contest. In any case, neither Covenant and (y) shall the Company on the one hand, or the Stockholders, on the other hand, may settle or compromise any asserted liability without prior written consent of the other affected party, which consent may not be paid by unreasonably withheld, conditioned, or delayed. In any event, any party may participate, at their own expense, in the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesContest.

Contests. (a) After the Closing DateClosing, Buyers Purchaser shall promptly notify Sellers Seller in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers Purchaser or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable any Company which, if determined adversely to the portion taxpayer or after the lapse of time, would be grounds for indemnification under Section 7.01. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If Purchaser fails to give Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then (a) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss arising out of such Straddle Period ending on and including the Closing Dateasserted Tax liability, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (yb) shall be paid by or at the direction of Buyers if Seller is not so precluded from contesting but such failure to Sellers if the Tax adjustment give prompt notice results in a credit detriment to Seller, then any amount which Seller is otherwise required to pay Purchaser pursuant to Section 7.01 with respect to such liability shall be reduced by the amount of such detriment. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 7.01 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If Seller elects to direct a Contest, it shall within 30 days of Taxesreceipt of the notice of asserted Tax liability notify Purchaser of its intent to do so, and Purchaser shall cooperate and shall cause each Company to cooperate, at the expense of Seller, in each phase of such Contest. Seller shall keep Purchaser informed regarding the progress but not any substantive aspect of any Contest which Seller has elected to direct. If Seller elects not to direct the Contest, fails to notify Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01, Purchaser or the relevant Company may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, neither Purchaser nor such Company may settle or compromise any asserted liability over the objection of Seller; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, Seller may participate, at its own expense, in the Contest. If Seller chooses to direct the Contest, Purchaser shall promptly empower and shall cause the relevant Company promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as it may designate to represent Purchaser and such Company in the Contest insofar as the Contest involves an asserted Tax liability for which Seller would be liable under Section 7.01.

Contests. Acquiror shall promptly notify the Member Representative in writing upon receipt by Acquiror or any Affiliate of Acquiror (aincluding the Acquired Companies after the Closing Date) After of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or before the Closing Date for which the Seller Parties could reasonably be expected to be liable (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). The Member Representative shall have the authority to represent the interests of the Acquired Companies with respect to any Tax Matter before the IRS, any other taxing authority, any other Governmental Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, that the Member Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that materially adversely affects or may materially adversely affect the Tax liability of Acquiror, or the Acquired Companies for any period ending after the Closing Date, Buyers shall notify Sellers in writing within ten (10) days including the portion of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or Straddle Period that is after the lapse of timeClosing Date, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (Acquiror, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Notwithstanding the foregoing, Sellers The Member Representative shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates keep Acquiror informed with respect to the income tax returns commencement, status and nature of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing DateMatter. The Member Representative shall, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementin good faith, Sellers shall have the rightallow Acquiror, at their Acquiror’s sole expense, to control make non-binding comments to Member Representative regarding the conduct of or positions taken in any such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesproceeding.

Contests. (a) After the Closing DateClosing, Buyers Purchaser shall -------- promptly notify Sellers Seller in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers Purchaser or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable any Company which, if determined adversely to the portion taxpayer or after the lapse of time, would be grounds for indemnification under Section 7.01. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If Purchaser fails to give Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then (a) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss arising out of such Straddle Period ending on and including the Closing Dateasserted Tax liability, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (yb) shall be paid by or at the direction of Buyers if Seller is not so precluded from contesting but such failure to Sellers if the Tax adjustment give prompt notice results in a credit detriment to Seller, then any amount which Seller is otherwise required to pay Purchaser pursuant to Section 7.01 with respect to such liability shall be reduced by the amount of such detriment. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 7.01 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If Seller elects to direct a Contest, it shall within 30 days of Taxes-------- receipt of the notice of asserted Tax liability notify Purchaser of its intent to do so, and Purchaser shall cooperate and shall cause each Company to cooperate, at the expense of Seller, in each phase of such Contest. Seller shall keep Purchaser informed regarding the progress but not any substantive aspect of any Contest which Seller has elected to direct. If Seller elects not to direct the Contest, fails to notify Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01, Purchaser or the relevant Company may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, neither Purchaser nor such Company may settle or compromise any asserted liability over the objection of Seller; provided, however, that consent to settlement or compromise shall not be -------- ------- unreasonably withheld. In any event, Seller may participate, at its own expense, in the Contest. If Seller chooses to direct the Contest, Purchaser shall promptly empower and shall cause the relevant Company promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as it may designate to represent Purchaser and such Company in the Contest insofar as the Contest involves an asserted Tax liability for which Seller would be liable under Section 7.01.

Contests. (aFor purposes of this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any Tax matter that affects the Company or any of its Subsidiaries. Unless the Parent has previously received written notice from the Securityholder Representative of the existence of such Contest, the Parent shall give written notice to the Securityholder Representative of the existence of any Contest relating to a Tax matter that is the responsibility of the Participating Securityholders under Section 7.2(f) After within 14 days from the Closing Date, Buyers shall notify Sellers in writing within ten (10) days receipt by the Parent of receiving any written notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphonysuch Contest, which, if determined adversely but no failure to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall not release Sellers from their obligations under this Agreement relieve the Participating Securityholders of any liability hereunder, except to the extent Sellers have been that the Participating Securityholders are materially prejudiced by the such failure to receive such give timely notice. (b) Except as provided below. The Parent, on the one hand, and the Securityholder Representative, on behalf of the Participating Securityholders, on the other hand, agree to cooperate with the other and the other's representatives in the case of a Tax audit or administrative or judicial Proceeding (a “prompt and timely manner in connection with any Contest”) that relates to Taxable Periods ending on or prior . Such cooperation shall include, but not be limited to, making available to the Closing Date other party (at the other party’s request), during normal business hours, all books, records, Returns, documents, files, other information (including, without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information reasonably necessary or useful in connection with any Contest requiring any such books, records and files. The Securityholder Representative shall, at its election and at the expense of the Securityholders, have the right to represent the Company’s and its Subsidiaries’ interests in any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled relating to a Tax refund from matter relating to a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expensePre-Closing Tax Period, to participate in or, employ counsel of its choice at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers Securityholders’ expense and to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such including settlement or compromise would other disposition thereof; provided, however, that the Parent shall have an adverse effect on the Cinemex Companiesright to consult with the Securityholder Representative regarding any such Contest that may affect the Company or any of its Subsidiaries for any Post-Closing Tax Period at the Parent's own expense and provided, Symphony further, that any settlement or Buyers, individually or in the aggregate, shall not settle or otherwise compromise other disposition of any such Proceeding without Contest may only be with the prior written consent of Buyers (the Parent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Notwithstanding the foregoing, Sellers The Parent shall not have the right to control the conduct of any Contest pursuant with respect to which Sellers would reasonably be expected to be entitled any Tax matter relating to a Post-Closing Tax refund if Period. The parties shall jointly control, each at its own expense, the outcome conduct of such contest could have an adverse effect on the Cinemex Companiesany Contest relating to a Straddle Period; provided, Symphonyhowever, or Buyers, individually or that in the aggregate. In the case of a event that such Contest that relates to the income tax returns of any affects only one of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Dateparties, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers such party shall have the right, at their expense, right to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers or cause the Company to notify the Seller in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding of the Purchaser or of any demand or claim on Buyers or the Cinemex Companies or Symphony, Company which, if determined adversely to such party the taxpayer, would be grounds for indemnification under this Article VI or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (otherwise result in any Tax cost to the extent known Seller; provided, however, that a failure to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the Purchaser's right to indemnification under this Agreement Article VI except to the extent Sellers have been materially prejudiced such failure on the part of the Purchaser or the Company prejudices the Seller by preventing the failure to receive such noticeavoidance of all or a portion of the Tax liability in question. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods periods ending on or before the Closing Date, provided that the Seller acknowledge in writing its indemnification obligation liability under Article VI of this Agreement with respect to the potential liability of the Company as a result of such audit or administrative or judicial proceeding, the Seller shall have the right, at its expense, to participate in and control the conduct of such audit or proceeding; the Purchaser may also participate in any such audit or proceeding and, if the Seller does not assume the defense of any such audit or proceeding, the Purchaser, at its expense, may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Seller setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Seller has acknowledged its indemnification obligation are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or 45 41 proceeding with respect to the latter issues, provided that the Purchaser provides the Seller with a written acknowledgement of the Purchaser's liability. (c) Notwithstanding Section 6.04(b), neither the Purchaser nor the Seller shall enter into or cause the Company to enter into any compromise or agree to settle or cause the Company to agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or any prior or subsequent year without the written consent of the other party which consent may not be unreasonably withheld. If the Purchaser or the Seller refuses to provide the respective other party with written consent to settle any such claim, then the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (d) The Purchaser and the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with (i) the filing of Returns pursuant to Section 6.03 (including such amended Returns for periods (or portions thereof) ending on or prior to the Closing Date that the Seller may reasonably request the Purchaser to file or cause the Company to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementfile; provided, Sellers shall have the righthowever, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even that if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding Purchaser's reasonable judgment the filing of the amended return would be disadvantageous to the Purchaser, the Purchaser may deny the Seller's request and the parties shall submit the matter to monitor an Independent Firm and the progress Independent Firm shall resolve the issue based on a standard of such Proceeding, maximal fairness to both the Purchaser and the Seller and (ii) if such settlement any audit, litigation or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right other proceeding with respect to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After the Closing DateClosing, Buyers Parent shall, and shall cause its Affiliates to, promptly notify Sellers Holders’ Representative in writing within ten and the Equityholders shall or shall cause Holders’ Representative to promptly notify Parent in writing, as the case may be, regarding (10i) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding proceeding or of any demand or claim on Buyers with respect to any Covered Taxes, Non-Resident Capital Gains Taxes or the Cinemex Companies or Symphonyany Covered Withholding Taxes, which, if determined adversely to such party the taxpayer or after the lapse of time, could have be grounds for indemnification under Section 8.2.1(a)(iii) or Section 8.2.1(b)(iii) and (ii) any communications from the PRC Taxing Authorities relating to the Public Notice 7 Submission, provided, however, that no delay on the part of either party in giving any such notice shall relieve an adverse effect on SellersIndemnifying Person of any indemnification obligations unless, and only to the extent that, such Indemnifying Person is actually prejudiced by such delay. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticematter. (b) Except as provided below, in In the case of a Tax audit any audit, examination, contest, litigation, appeal, settlement discussion or administrative or judicial Proceeding other proceeding against any Taxing Authority (a “Contest”) that relates to Taxable Periods ending on either the Taxes of the Company or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income its Subsidiaries solely for any Tax Contest”) that relates to Taxable Periods period ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable any Covered Withholding Taxes, which, if determined adversely to the portion taxpayer or after the lapse of such Straddle Period ending on and including the Closing Datetime, (x) shall could be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to grounds for indemnification under Section 8.4(i8.2.1(b)(iii) (excluding, for the avoidance of doubt with respect to Non-Resident Capital Gains Taxes and any discussions with the PRC Taxing Authorities with respect to the Public Notice 7 Submission), Holders’ Representative shall have the right, at the Holders’ sole cost and expense, to assume the control the conduct of such Contest by delivering a written notice to Parent no later than twenty (20) days after receipt of written notice regarding the commencement of such Contests, provided that (i) the Holders’ Representative shall diligently defend such Contest and shall keep Parent reasonably informed regarding the progress and substantive aspects of such Contest (including promptly forwarding copies to Parent of any related correspondence, and providing Parent with an opportunity to review and comment on any material correspondence before Holders’ Representative sends such correspondence to any Taxing Authority), (ii) Holders’ Representative consult with Parent in connection with the defense or prosecution of any such Contest, (iii) Parent shall have the right (at Parent’s cost and expense) to participate in (but not control) the defense of such Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Contest), and (yiv) Holders’ Representative shall not settle or compromise any such Contest without first obtaining the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). If Holders’ Representative does not elect to control any such Contest, Parent shall, and shall cause its Affiliates (including the Company and its Subsidiaries) to (i) diligently defend the Company and its Subsidiaries in connection with such Contest, (ii) keep Holders’ Representative reasonably informed regarding the progress and substantive aspects of such Contest (including promptly forwarding copies to Holders’ Representative of any related correspondence, and providing Holders’ Representative with an opportunity to review and comment on any material correspondence before Parent sends such correspondence to any Taxing Authority), (iii) consult with Holders’ Representative in connection with the defense or prosecution of any such Contest, (iv) provide Holders’ Representative the right (at the Holders’ cost and expense) to participate in (but not control) the defense of such Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Contest), and (v) not settle or compromise any such Contest without first obtaining the prior written consent of Holders’ Representative (not to be unreasonably withheld, conditioned or delayed) provided, that Parent agrees that it shall be unreasonable for Parent to object a settlement or a compromise of such Contest if such settlement or compromise will not increase the amount of Taxes payable by Parent or any of its Affiliates (including the Company or any of its Subsidiaries) in a Post-Closing Tax Period or impose any restrictions or limits on the activities of Parent or of any its Affiliates (including the Company or any of its Subsidiaries) in a Post-Closing Tax Period. For the avoidance of doubt, to the extent that it is ultimately determined that Covered Taxes or Covered Withholding Taxes are due in connection with any Contest that is controlled by Parent or any of its Affiliates pursuant to the immediately preceding sentence, any reasonable costs and out-of-pocket expenses incurred by Parent or any of its Affiliates (including the Company and its Subsidiaries) in connection with any such Contest shall constitute Losses caused by, as a result of or arising out of, Covered Taxes or Covered Withholding Taxes, as the case may be. (c) In the case of any Contest that relates to a Straddle Period, Parent shall have the right, at its own cost and expense, to direct and control, through counsel of its own choosing, any such Contest; provided, (i) Parent shall keep Holders’ Representative reasonably informed regarding the progress and substantive aspects of such Contest (including promptly forwarding copies to Holders’ Representative of any related correspondence, and providing Holders’ Representative with an opportunity to review and comment on any material correspondence before Parent sends such correspondence to any Taxing Authority), (ii) Parent shall consult with Holders’ Representative in connection with the defense or prosecution of any such Contest, (iii) Holders’ Representative shall have the right (at the Holders’ cost and expense) to participate in (but not control) the defense of such Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Contest), and (iv) Parent shall not settle or compromise any such Contest without first obtaining the prior written consent of Holders’ Representative (not to be unreasonably withheld, conditioned or delayed). (d) As long as the Special Tax Escrow Funds have not been substantially depleted or otherwise released (other than in the case of a Contingent Release but only to the extent Holders are still liable for the related Losses in accordance with the provisions of Section 8.2.4(d)(z)), Parent and Holders’ Representative shall jointly control (with each party bearing its respective cost and expense) any Contest that relates to Non-Resident Capital Gains Taxes (including any discussions with the PRC Taxing Authorities with respect to the Public Notice 7 Submission). As part of such joint control, Parent and the Holders’ Representative shall (i) keep each other reasonably informed regarding the progress and substantive aspects of such Contest, (ii) promptly forwarding copies to each other of any related correspondence, (iii) provide each other with an opportunity to review and comment on any material correspondence before sending any correspondence to the PRC Taxing Authorities, (iv) consult with each other in connection with the defense or prosecution of any such Contest, (iii) allow each other to participate and jointly control in the defense of such Contest (including participating in any discussions with the PRC Taxing Authorities regarding such Contest), and (iv) shall not settle or compromise any such Contest without first obtaining the prior written consent of the other party (not to be paid by unreasonably withheld, conditioned or at delayed). For the direction avoidance of Buyers doubt, Parent agrees that it shall be unreasonable for Parent to Sellers object a settlement or a compromise of such Contest that does not result in any other obligations or limitations on Parent, or any of its Affiliates, if the amount of Non-Resident Capital Gains Taxes that would be due by Parent or any of its Affiliates as a result settlement of comprise of any such Contest would not exceed the remaining Special Tax adjustment results Escrow Funds. Once the Special Tax Escrow Funds have been substantially depleted or otherwise released (other than in the case of a credit Contingent Release but only to the extent Holders are still liable for the related Losses in accordance with the provisions of Section 8.2.4(d)(z)), Parent shall have the sole right to control Contest that relates to Non-Resident Capital Gains Taxes to which Parent or refund any of Taxesits Affiliates is a party to. (e) Notwithstanding anything to the contrary in this Agreement, (i) this Section 5.8.6 shall control with respect to any Contest, and (ii) Parent shall have no obligation to disclose to Holders’ Representative any Tax information or allow Holders’ Representative to participate in any discussion relating to Tax, in each case to the extent attributable to an affiliated, consolidated, unitary, combined or similar group for Tax purposes of which the Company is a member following the Closing.

Contests. (ai) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days Promptly after receipt by any Party or any of receiving their Affiliates of a written notice of a proposed assessment the assertion or the commencement of any Tax audit claim, assessment, deficiency, audit, review, examination or other proposed change or adjustment by any Governmental Body or any judicial or administrative proceeding (each, a “Tax Claim”) relating to a Pre-Closing Tax Period of Mandate (or judicial Proceeding or any other Tax Claim for which the Sellers may be liable under this Agreement), the recipient shall notify in writing Purchaser and/or the Mandate Representative of any demand or claim on Buyers or the Cinemex Companies or SymphonyTax Claim, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellersas applicable. Such notice shall must be sent in a timely manner and must contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyknown) briefly describing the asserted Tax liability Claim in reasonable detail and shall must include copies of the notice and any notice or other document received from any Taxing Authority Governmental Body in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticeClaim. (bii) Except as provided in subparagraph (iv) below, in the case Mandate Representative shall have the right to control and direct the conduct, defense, prosecution, settlement and compromise of a such Tax audit Claim and to file amended Tax Returns or administrative claims for Tax refunds or judicial Proceeding (a “Contest”) that relates credits with respect to Taxable Periods Tax periods ending on or prior to before the Closing Date or Date, and to any Straddle Period pursuant to which Contest Sellers could employ counsel of its choice at its expense in connection therewith; provided, however, that Purchaser and its representatives will be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the rightpermitted, at their expense, to participate in or, be present at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding all proceedings and to monitor review all correspondence and submissions related to any such Tax Claim, amended Tax Return or claim for Tax refund or credit. Notwithstanding the progress of such Proceedingforegoing, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, Mandate Representative shall not settle have the right to settle, concede or otherwise compromise compromise, either administratively or after the commencement of litigation, any such Proceeding Tax Claim or file any amended Tax Return or claim for Tax refund or Tax credit, that would result in an aggregate increased Tax liability for Purchaser or its Affiliates (excluding Taxes covered by the Sellers’ indemnification obligations) of more than Thirty-Five Thousand Dollars ($35,000), excluding interest and penalties, without the prior written consent of Buyers Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that the Sellers or Mandate have agreed to indemnify Purchaser or its Affiliates against such increased Tax liability. (iii) Except as provided in subparagraph (iv) below, Purchaser shall have the right to control and direct the conduct, defense, prosecution, settlement and compromise of any Tax Claim to the extent that such Tax Claim pertains to a taxable period beginning after the Closing Date; provided, however, that the Mandate Representative and its representatives will be permitted, at their expense, to be present at all proceedings and review all correspondence and submissions related to any such Tax Claim if it is reasonably foreseeable that the disposition thereof could affect the Sellers’ liability for Taxes to any Governmental Body or to Purchaser under this Agreement. Neither Purchaser nor any of its Affiliates (including Mandate) shall have the right to settle, concede or compromise, either administratively or after the commencement of litigation, any Tax Claim or file any amended Tax Return or claim for Tax refund or Tax credit, if such action would adversely affect the aggregate liability for Taxes of any Seller or their indemnification obligations to Purchaser under this agreement of more than Thirty-Five Thousand Dollars ($35,000), excluding penalties and interest, without the prior written consent of the Mandate Representative. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that Purchaser has agreed to indemnify the Sellers against the effects of any such settlement. (iv) In the case of a Tax Claim involving a Tax liability or potential Tax liability of Mandate relating to a period beginning before and ending after the Closing Date (a “Straddle Period”), then the conduct of such Tax Claim shall be tendered to the Mandate Representative provided (1) the Tax Claim pertains solely to Taxes for which the Sellers are financially responsible under this Agreement and (2) the resolution of such Tax Claim shall not adversely affect the Purchaser’s tax reporting positions for items of income, gain, deductions and losses arising after the Closing Date. In all other cases relating to a Straddle Period, the Mandate Representative and the Purchaser will jointly conduct the Tax Claim using legal counsel or other tax advisors reasonably acceptable to both parties. Regardless of which party controls a Tax Claim under this subparagraph (iv), both the Purchaser and the Mandate Representative and their representatives will be permitted, at their expense, to be present at all proceedings and to review all correspondence and submissions related to such Tax Claim, and neither party shall, or cause or permit any of its Affiliates or Mandate to, settle, concede or compromise a Tax Claim relating to a Straddle Period without the prior written consent of the Mandate Representative (if the Sellers may be adversely affected thereby) or the prior written consent of LGE (if Purchaser or LGE maybe adversely affected thereby), which consent shall not be unreasonably withheld. Except as provided in the preceding sentence, delayed or conditioned). Notwithstanding all of the foregoing, Sellers shall not have costs of the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled conduct of a Tax Claim relating to a Straddle Period that can be directly allocated to the portions of the Tax refund Claim for which the Sellers or Purchaser are financially responsible, as applicable, shall be so allocated to such parties and any costs that cannot be so allocated will be shared between Purchaser and the Sellers based on their proportionate amounts of the Tax that is ultimately assessed (or, if such Tax is not ultimately assessed, the outcome proportionate amount of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or Tax that was contested in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income such Tax Contest”Claim) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on the Closing Date and including the portion thereof beginning after the Closing Date. (v) If the Parties are unable to resolve any dispute relating to the settlement of a Tax Claim, (x) the matter shall be paid by Sellers submitted to Buyers if the Tax adjustment requires payment of additional Taxesa mutually acceptable nationally recognized accounting firm for resolution, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) which accounting firm shall be paid by or at instructed to resolve such dispute in accordance with the direction of Buyers to Sellers if the Tax adjustment results standards contained in a credit or refund of Taxesthis Section 5.1.

Contests. (ai) After A party hereto must notify the Closing Date, Buyers shall notify Sellers other party in writing within ten thirty (1030) days or such shorter period as may be required thereby of receiving receipt of written notice of a proposed assessment any pending or the commencement of any Tax threatened tax examination, audit or other administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed an indemnification obligation of such other party pursuant to this Agreement (a "Tax Contest"). If the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence recipient of the conclusion such notice of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding Contest fails to a taxable period that (A) ends on or before the Closing Date or (B) is allocable provide such notice to the portion other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent, if any, that such failure or delay shall have adversely affected the indemnifying party's ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim, or demand for which the indemnified party is entitled to indemnification hereunder. (ii) If a Tax Contest directly relates to any Taxes for which Sellers are liable in full hereunder, Sellers shall at their expense control the defense and settlement of such Straddle Period Tax Contest. If such Tax Contest directly relates to any Taxes for which Purchaser is liable in full hereunder, Purchaser shall at its own expense control the defense and settlement of such Tax Contest. (iii) Notwithstanding any other provision of this Agreement to the contrary, if a Tax Contest results in an increase in income Taxes for which Sellers are liable hereunder (excluding any income Taxes imposed upon Sellers or Sellers' member and shareholder upon the sale of the Shares under this Agreement) and such increase is attributable to adjustments based on timing differences which will result in benefits in taxable periods ending on and including subsequent to the Closing Date, (x) Purchaser shall be paid by Sellers pay to Buyers if the Tax adjustment requires payment of additional TaxesSellers, subject upon Sellers' written request, an amount equal to the limitations set forth present value of the reduction in Section 8.5 as if income Taxes payable by the Purchaser in future taxable periods by reason of such additional reversal, determined by using a discount rate of 5.0% and an assumed tax rate of 40.0% and by assuming that such reduction in income Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by will occur in the year or at the direction years of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesanticipated reversal.

Contests. (ai) After the Closing Date, Buyers shall notify Sellers in writing within ten Each Member's Stockholder (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding PCS, IPLLC, and in the case of Kerman, KCI) and their duly appointed representatives (a “Contest”collectively, the "MEMBER REPRESENTATIVE") that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers authority to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceedingany audit or examination by any taxing authority, and (ii) if such settlement contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or compromise would have an adverse effect on the Cinemex Companiesother adjustment of Taxes of or relating to any liability of a Member for its Member Pre-Closing Periods; PROVIDED, Symphony or BuyersHOWEVER, individually or in the aggregatethat no Member Representative shall, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (UbiquiTel Parent, which consent shall not be unreasonably withheld, delayed enter into any settlement of any contest or conditioned). Notwithstanding the foregoing, Sellers shall not otherwise compromise any issue that would have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an material adverse effect on the Cinemex Companies, Symphony, Tax benefits of UbiquiTel Parent or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods Member for taxable years ending on or prior to after the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers . UbiquiTel Parent and its duly appointed Representatives shall have the right, at their expense, exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax 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 any liability of a Member for Taxes for any taxable year or other taxable period ending after the conduct Closing Date (a "MEMBER POST-CLOSING PERIOD"); PROVIDED, HOWEVER, that (a) neither UbiquiTel Parent nor its subsidiaries nor any of such Income Tax Contesttheir duly appointed Representatives shall, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that adversely affects the liability of the Member's Stockholder or Stockholders for any Member Pre-Closing Period Taxes, and (which b) neither UbiquiTel Parent nor its subsidiaries nor any of their duly appointed representatives shall, without the prior consent of the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that would require payment by such Member Representative's Stockholder Group Indemnitors of any amount under this Agreement unless UbiquiTel Parent shall not have waived or caused to be unreasonably withheldwaived for itself and its subsidiaries any right to indemnification for Taxes from such Member Representative's Stockholder Group Indemnitors. (ii) UbiquiTel Parent agrees to notify in writing the Member Representative of any affected Member within ten business days of receipt of any notice, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone whether oral or in conjunction with writing, of any federal, state, local or foreign Tax examinations, claims, settlements, proposed adjustments, or related matters that may affect in any way such Member Representative's Stockholder Group Indemnitors' obligations under this Agreement and shall promptly forward all written notifications and other Contests, could reasonably be expected communications from any Tax authority received by UbiquiTel relating to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a any Tax audit or administrative other proceeding relating to the Tax liability of or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding with respect to a taxable period that Member. The failure of UbiquiTel Parent to give the Member Representative such written notice shall not excuse such Member Representative's Stockholder Group Indemnitors from their obligations under this Agreement with respect to any increased Tax liability directly or indirectly attributable to any such written notification or other communication, unless such failure materially prejudices the ability of the Member Representative's Stockholder Group to defend or dispute such examination, claim, settlement, adjustment or related matter. (Aiii) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (xThis Section 11.6(e) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction provisions of Buyers to Sellers if the Tax adjustment results in a credit or refund Article 12 of Taxesthis Agreement.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers the Seller in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers received by the Purchaser or the Cinemex Companies Company from any Tax authority or Symphony, which, if determined adversely other party with respect to such party or after Taxes for which the lapse of time, could have an adverse effect on SellersSeller is liable pursuant to Section 7.1(a). Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such partyknown) briefly describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority Tax authority in respect of any such asserted Tax liability. The failure If the Purchaser fails to give the Seller prompt notice of Buyers to provide Sellers such notice shall not release Sellers from their obligations under an asserted Tax liability as required by this Agreement except to Section 7.3, then (i) if the extent Sellers have been materially prejudiced Seller (or its designee) is precluded by the failure to receive give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, and the Seller is materially prejudiced as a result, then the Purchaser shall have sole responsibility for such noticeTax liability or (ii) if the Seller (or its designee) is not precluded from contesting but such failure to give prompt notice results in a detriment to the Seller (or its designee), then any amount that the Seller is otherwise required to pay to the Purchaser pursuant to Section 7.1 with respect to such liability shall be reduced by the amount of such detriment. (b) Except as provided belowThe Seller (or its designee) may elect to control the conduct, in the case through counsel of a Tax audit or its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to proceeding involving any Straddle Period pursuant asserted liability with respect to which Contest Sellers could indemnity may be liable sought under Section 7.1(a) (any such audit, claim for indemnification refund or could be entitled proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If the Seller (or its designee) elects to control a Contest, it shall within 30 calendar days of receipt of the notice of asserted Tax refund from a Taxing Authority pursuant liability notify the Purchaser of its intent to this Agreementdo so, Sellers the Seller (or its designee) shall have all rights to settle, compromise and/or concede such asserted liability and the right, at their expense, Purchaser shall cooperate and shall cause the Company or any of its successors to participate in orcooperate, at the option reasonable expense of Buyersthe Seller, control the conduct in each phase of such Contest; provided thatprovided, even if Buyers opt however, that the Seller shall not, other than in good faith based on the merits, enter into any compromise or settlement of such Contest that would result in any Tax detriment to permit Sellers the Purchaser or the Company. If the Seller elects not to control the conduct of such Contest, Sellers fails to notify the Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.1(a), the Purchaser or the Company may pay, compromise or contest, at its own expense (i) shall permit Buyers to participate be reimbursed by the Seller to the extent of reasonable third-party expenses), such asserted liability. However, in such case, neither the Proceeding and Purchaser nor the Company may settle or compromise any asserted liability over the objection of the Seller; provided, however, that consent to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld. In any event, delayed the Seller (or conditioned). Notwithstanding the foregoingits designee) may participate, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companiesat its own expense, Symphony, or Buyers, individually or in the aggregateContest. In If the case of a Contest that relates to the income tax returns of any of the Cinemex Companies Seller (or Symphony (an “Income Tax Contest”its designee) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, chooses to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will the Purchaser shall promptly empower and shall cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony any of its successors promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of the Seller (or its designee) as it relates may designate to represent the Income Tax ContestPurchaser, provided that Sellers (i) shall permit Buyers to participate the Company or any of their successors in the Income Contest insofar as the Contest involves an asserted Tax Contest and to monitor liability for which the progress of such Contest and (ii) if such settlement or compromise Seller would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification liable under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes7.1(a).

Contests. The Sellers and their duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, to initiate any claim for refund, to amend any Tax return and to contest, resolve and defend against any assessment for additional Taxes, or other adjustment of Taxes of or relating to any liability of the Target or its Subsidiaries for Taxes reflected on any Tax returns covering any Pre-Closing Periods; PROVIDED, HOWEVER, that (a) After neither the Closing DateSellers nor any of their duly appointed representatives shall, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (the Buyer, which consent shall not be unreasonably withheld, delayed file any claim for refund, amend any Tax return or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control enter into any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of the Cinemex Companies Buyer or Symphony any of its Affiliates for any Tax period beginning after the Closing Date (a "POST-CLOSING PERIOD") or any portion of an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to Overlap Period beginning after the Closing Date, pursuant to and (b) neither the Sellers nor any of their duly appointed shall, without the prior consent of the Buyer, which Contest Sellers could consent shall not unreasonably be liable withheld, enter into any settlement of any contest or otherwise compromise any issue that would increase any liability accruals for indemnification Taxes as of the Closing Date or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, would otherwise require payment by the Buyer of any amount under Section 9.3 unless the Sellers shall have agreed to indemnify the right, at their expense, Buyer for payment of such Taxes. Buyer and its duly appointed representatives shall have the exclusive authority to control any audit or other proceeding relating to Taxes for any taxable year or other the conduct Closing Date; PROVIDED, HOWEVER, that (a) neither Buyer, the Target nor any of such Income Tax Contesttheir duly appointed representatives shall, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (the Sellers, which consent shall not be unreasonably withheld, delayed enter into any settlement of any contest or conditioned). Notwithstanding otherwise compromise any issue that affects or may affect the foregoingTax liability of the Sellers or any of their affiliates for any Pre-Closing Period or any portion of the Overlap Period ending on the Closing Date, Sellers and (b) neither Buyer, the Target nor any of their duly appointed representatives shall, without the prior consent of the Sellers, which consent shall not unreasonably be entitled to control withheld, enter into any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or settlement of any demand contest or claim on Buyers or the Cinemex Companies corresponding to a taxable period otherwise compromise any issue that (A) ends on or before would reduce any liability accruals for Taxes as of the Closing Date or (B) is allocable would otherwise require payment by the Sellers of any amount under Section 9.3 unless Buyer shall have waived or caused to be waived for itself and the Target any right to indemnification for Taxes from the Sellers. The Sellers shall be entitled to any Tax refund relating to the Target and its Subsidiaries to the extent such Tax refund relates to any Pre-Closing Period or any portion of such Straddle the Overlap Period ending on and including the Closing Date, (x) unless such refund has been recorded as an Asset on the Closing Balance Sheet in which case Buyer shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesentitled thereto.

Contests. (a) 11.2.1. After the Closing DateClosing, Buyers Buyer shall promptly notify Sellers the Stockholders’ Representative in writing within ten (10) days of receiving notice of a the proposed assessment or the commencement of any Tax audit or administrative or judicial Proceeding Action or of any demand or claim on Buyers or the Cinemex Companies or Symphony, whichany Buyer Indemnified Person that, if determined adversely to such party the taxpayer or after the lapse of time, could have an adverse effect on Sellersbe grounds for indemnification by the Company Securityholders pursuant to this Agreement. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability Liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Governmental Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such noticeLiability. (b) Except as provided below, in 11.2.2. In the case of a Tax audit Action that relates to a taxable period ending on or administrative or judicial Proceeding before the Closing Date and in respect of which the Company Securityholders could have an indemnification obligation pursuant to this Agreement, after taking into account the provisions hereof (a “Contest”), and provided such Tax Action does not affect the Taxes of Buyer or its Affiliates (including the Surviving Corporation) that relates to Taxable Periods ending on in a taxable period (or prior to portion thereof) beginning after the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this AgreementDate, Sellers the Stockholders’ Representative shall have the sole right, on behalf of the Company Securityholders and at their expense, expense to participate in or, at the option defense of Buyers, control any Contest that is the conduct subject of such Contest; provided that, even if Buyers opt notice given by Buyer pursuant to permit Sellers Section 11.2.1 and the right to control the conduct of such Contest with counsel of their choice reasonably satisfactory to Buyer so long as the Stockholders’ Representative notifies Buyer in writing within fifteen (15) days after Buyer has given notice of the Contest that the Company Securityholders will control such Contest, Sellers (i) shall permit Buyers to . Buyer may retain separate co-counsel at its sole cost and expense and participate in the Proceeding and defense of the Contest. Neither the Company Securityholders nor the Stockholders’ Representative will consent to monitor the progress entry of such Proceeding, and (ii) if such any judgment or enter into any compromise or settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled with respect to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers Buyer, such consent not to be unreasonably withheld, conditioned or delayed. If Stockholders’ Representative does not deliver the notice contemplated by clause (i) above within fifteen (15) days after Buyer has given notice of a Contest, or if such Contest does affect the Taxes of Buyer or its Affiliates (including the Surviving Corporation) in a taxable period beginning after the Closing Date, Buyer shall control such Contest; provided that the Stockholders’ Representative may retain separate co-counsel at its sole cost and expense and participate in the defense of the Contest and Buyer may not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Contest without the prior written consent of the Stockholders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to provide any access to or to permit any inspection of any Tax Return of the Affiliated Group of the Buyer or its Affiliates (including, for the avoidance of doubt, with respect to the Company following the Closing Date), and the Stockholders’ Representative shall not participate in or control any Contest to the extent such Contest relates to any Tax Return of the Affiliated Group of the Buyer or its Affiliates; provided that if the Company Securityholders could have an indemnification obligation pursuant to this Agreement in respect of such Contest, the Buyer (i) shall keep the Stockholders’ Representative reasonably informed of the on-going proceeding and (ii) shall not settle or compromise such Contest without the prior written consent of the Stockholders’ Representative, which consent (A) shall not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties conditioned and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid based on such information (other than such Tax Returns of the Affiliated Group of the Buyer or its Affiliates), calculations and methodologies provided by Sellers the Buyer (and certified by the an officer of the Buyer) as are reasonably necessary for the Stockholders’ Representative to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if provide such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.consent. 74163855_1

Contests. (a) After In the Closing Date, Buyers shall notify Sellers in writing within ten (10) days case of receiving notice of a proposed assessment or the commencement of any Tax an audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods periods ending on or prior to before the Closing Date or to any Straddle Period pursuant to for which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund Buyer may seek indemnity from a Taxing Authority pursuant to this AgreementSeller, Sellers Seller shall have the right, at their its expense, to participate in or, at the option of Buyers, and control the conduct of such Contest; provided that, even if Buyers opt audit or proceeding but only to permit Sellers the extent that such audit or proceeding relates to control the conduct a potential adjustment for which Seller has acknowledged liability to Buyer under this Agreement. Seller shall keep Buyer fully informed of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of any such Proceedingaudit or proceeding, and (ii) if Buyer may also participate in any such settlement audit or proceeding at its expense. Notwithstanding the foregoing, Seller may not pay, discharge, settle, compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding dispose of any audit or proceeding with respect to the Company Group without the prior written consent of Buyers Buyer (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). Notwithstanding ; provided that no Buyer consent shall be required to settle or otherwise dispose of the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Sales and Use Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or Audits in the aggregateevent that Buyer and the Company Group are not financially liable and no wrongdoing on behalf of Buyer or the Company Group is admitted in connection with such settlement or disposition. If Seller does not assume the defense of any such audit or proceeding promptly, Buyer may defend and settle the same (for Seller’s account and at Seller’s expense) in such reasonable manner as it may deem appropriate. In the case of event that a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the Closing Date, pursuant potential adjustment as to which Contest Sellers could Seller would be liable is present in the same proceeding as another potential adjustment for indemnification or could which Buyer would be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementliable, Sellers Buyer shall have the right, at their its expense, to control such audit or proceeding. With respect to a potential adjustment for which both Seller, on the conduct one hand, and Buyer or the Company Group, on the other hand, could be liable, or which involves an issue that recurs or affects related tax items for any period ending after the Closing Date (whether or not the subject of audit as such Income Tax Contesttime), and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to both Buyer and Seller may participate in the Income Tax Contest and to monitor the progress of such Contest audit or proceeding, each at its own expense, and (ii) if such settlement the audit or proceeding shall be controlled by Buyer. Notwithstanding the foregoing, Buyer may not pay, discharge, settle, compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest dispose of any audit or proceeding with respect to a potential adjustment for which Seller could be liable without the prior written consent of Buyers Seller (which consent shall not be unreasonably withheld, delayed unreasonable withheld or conditioneddelayed); provided that no Seller consent shall be required in the event that Seller is not financially liable and no wrongdoing on behalf of Seller is admitted. Notwithstanding In the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion event of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or conflict between a provision in this Section 8.04(f) and a provision in Section 9.07, the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (xprovision in this Section 8.04(f) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxescontrol.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify the Sellers in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding proceeding of the Purchaser or of any demand or claim on Buyers or of the Cinemex Companies or Symphony, Partnership and the Subsidiaries which, if determined adversely to such party the taxpayer, would be grounds for indemnification under this Article VI or after could otherwise result in any Tax cost to any of the lapse of timeSellers; provided, could have an adverse effect on Sellers. Such notice shall contain factual information (however, that a failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the Purchaser's right to indemnification under this Agreement Article VI except to the extent such failure on the part of the Purchaser or any Affiliate of the Purchaser prejudices the Sellers have been materially prejudiced by preventing the failure to receive such noticeavoidance of all or a portion of the Tax liability in question. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding (a “Contest”) proceeding that relates to Taxable Periods periods ending on or prior before the Closing Date, provided that the Sellers acknowledge in writing their indemnification obligation liability under Article VI of this Agreement with respect to the Closing Date potential liability of the Purchaser, the Partnership or to any Straddle Period pursuant to which Contest Subsidiary as a result of such audit or administrative or judicial proceeding, the Sellers could be liable for indemnification (or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementthe Parent Entities, Sellers as the case may be) shall have the right, at their expense, to participate in or, at the option of Buyers, and control the conduct of such Contestaudit or proceeding; provided thatthe Purchaser may also participate in any such audit or proceeding but only if such audit or proceeding relates to non-income Taxes and, even if Buyers opt the Sellers do not assume the defense of any such audit or proceeding, the Purchaser, at its expense, may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to permit the Sellers setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Sellers have acknowledged their indemnification obligation are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the conduct audit or proceeding with respect to the latter issues, provided that the Purchaser provides the Sellers with a written acknowledgement of the Purchaser's liability. (c) Notwithstanding Section 6.04(b), neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding, including without limitation a Federal, state or local income Tax audit or 49 44 proceeding to the extent it involves Partnership items, which would adversely affect the other party for such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement year or compromise would have an adverse effect on the Cinemex Companies, Symphony any prior or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding subsequent year without the prior written consent of Buyers (the other party which consent shall may not be unreasonably withheld. If the Purchaser or the Sellers refuse to provide the respective other party with written consent to settle any such claim, delayed then the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. (d) The Purchaser and the Sellers (or conditioned). Notwithstanding the foregoingParent Entities, Sellers as the case may be) shall not have cooperate fully, as and to the right to control any Contest extent reasonably requested by the other party, in connection with (i) the filing of Returns pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of Section 6.03 (including such contest could have an adverse effect on the Cinemex Companies, Symphony, amended Returns for periods (or Buyers, individually or in the aggregate. In the case of a Contest that relates to the income tax returns of any of the Cinemex Companies or Symphony (an “Income Tax Contest”portions thereof) that relates to Taxable Periods ending on or prior to the Closing DateDate that the Sellers or the Parent Entities may reasonably request the Purchaser to file; provided, pursuant to which Contest Sellers could however, that if in the Purchaser's reasonable judgment the filing of the amended return would be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access disadvantageous to the books Purchaser, the Purchaser may deny the Sellers' or the Parent Entities' request and records the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of such Cinemex Company maximal fairness to both the Purchaser and the Sellers or Symphony the Parent Entities, as it relates to the Income Tax Contest, provided that Sellers (icase may be]) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement any audit, litigation or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled other proceeding with respect to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. (a) After Subject to the Closing Dateprovisions of the proceeding paragraph, Buyers Buyer, Harriscope, or the Joint Venture shall notify take such action in connection with contesting such Claim as the relevant Sellers shall reasonably request in writing from time to time; provided that (i) within ten 30 days (10) days or such earlier date that any payment of receiving notice of a proposed assessment Taxes is due by Buyer, Harriscope, or the commencement of any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or Joint Venture) after the lapse notice described in subsection 9.7(b)(i) has been delivered to Sellers, Sellers request that such Claim be contested; (ii) prior to taking such action, Sellers have furnished to Buyer or Harriscope, as the case may be, an opinion of timeSellers' independent tax counsel, could have an adverse effect on Sellers. Such notice which counsel shall contain factual information (be reasonably acceptable to Buyer, to the extent known to Buyers and the Cinemex Companies effect that a reasonable basis exists for such contest (or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided belowappeal, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior an appeal prosecuted pursuant to the Closing Date proceeding paragraph); (iii) Sellers shall have agreed to pay to Buyer or Harriscope on demand all costs and expenses which Buyer or Harriscope may incur in connection with contesting such Claim (or appeal), including, without limitation, reasonable attorneys' and accountants' fees and disbursements; and (iv) if Buyer or Harriscope is requested or shall determine to any Straddle Period pursuant to which Contest Sellers could be liable pay the Tax claimed and ▇▇▇ for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementrefund, Sellers shall have advanced to Buyer or Harriscope, on an interest-free basis, the right, at their expense, to participate in or, at the option of Buyers, control the conduct amount of such Contest; provided that, even if Buyers opt to permit Sellers to control the conduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any Contest pursuant to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregateClaim. In the case of a Contest that relates any such Claim referred to above, Buyer or Harriscope, as the case may be, shall not make payment of such Claim for at least 30 days (or such shorter period as may be required by applicable law) after the giving of such notice, shall give to Sellers any information reasonably requested by Sellers relating to such Claim and otherwise shall cooperate with Sellers in good faith in order to contest effectively any such Claim, and to the income tax returns of extent not inconsistent with Buyer's or Harriscope's control over any of the Cinemex Companies or Symphony proceedings (an “Income Tax Contest”as described below) that relates insofar as they relate to Taxable Periods ending on or prior to the Closing Date, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant issues other than those subject to this Agreementindemnity, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers Sellers to participate in such proceedings relating to such claim (or appeal). With respect to contests against Buyer, the Income Tax Contest Joint Venture or Harriscope, Buyer or Harriscope shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and to monitor all administrative appeals, proceedings, hearings and conferences with the progress taxing authority in respect of such Contest Claim and (ii) if may, at its sole option, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such settlement refund suits or compromise would have an adverse effect on contest the Cinemex CompaniesClaim in any permissible manner; provided, Symphony however, that Buyer or BuyersHarriscope, individually or in as the aggregatecase may be, shall not settle or otherwise compromise such Income Tax Contest without (subject to the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence provisions of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that preceding paragraph) consider in good faith (A) ends on or before any request Sellers may make concerning the Closing Date or most appropriate manner in which to proceed, and (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers manner in which it would proceed if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes it were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of Taxesnot indemnified hereunder.

Contests. (a) After the Closing DateClosing, Buyers the Purchaser shall promptly notify Sellers the Seller in writing within ten (10) days of receiving any written notice of a proposed assessment or the commencement of any Tax claim in an audit or administrative or judicial Proceeding or proceeding of any demand or claim on Buyers or the Cinemex Companies or SymphonyCompany, which, if determined adversely to such party or after the lapse of timetaxpayer, could have an adverse effect on Sellers. Such notice shall contain factual information (would be grounds for indemnification under Section 6.03; provided, however, that the failure to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers give such notice shall will not release Sellers from their obligations affect the Purchaser’s right to indemnification under this Agreement except to the extent Sellers extent, if any, that, but for such failure, the Seller would have been materially prejudiced by avoided the failure to receive such noticeTax Liability in question. (b) Except as provided below, in In the case of a Tax an audit or administrative or judicial Proceeding proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to a Pre-Closing Period, the Closing Date or to any Straddle Period pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Sellers Seller shall have the right, at their its expense, to participate in or, at the option of Buyers, control the conduct of such Contest; provided that, even if Buyers opt to permit Sellers to and control the conduct of such Contest, Sellers (i) shall permit Buyers but only to the extent that such Contest relates solely to a potential adjustment for which the Seller has acknowledged, in writing, its liability under this Agreement to hold the Purchaser and the Company harmless against the full amount of any adjustment which may be made as a result of such Contest. The Purchaser also may participate in any such Contest, and, if the Proceeding Seller does not assume the defense of any such Contest, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such Contest after five days’ prior written notice to the Seller setting forth the terms and conditions of settlement. Notwithstanding anything to monitor the progress of such Proceedingcontrary contained in this Agreement, and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregateevent that issues relating to a potential adjustment for which the Seller has acknowledged its liability in writing are required to be contested in the same Contest as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right right, at its expense, to control any the Contest pursuant with respect to which Sellers would reasonably be expected to be entitled to a Tax refund if the outcome of such contest could have an adverse effect on the Cinemex Companies, Symphony, or Buyers, individually or in the aggregate. latter issues. (c) In the case of a Contest that relates to a Straddle Period, or otherwise with respect to issues relating to a potential adjustment for which the income tax returns Seller (as evidenced by its written acknowledgement of any of liability under this Section 6.04), on the Cinemex Companies or Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending one hand, and the Purchaser, on or prior to the Closing Dateother hand, pursuant to which Contest Sellers could be liable for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreementliable, Sellers shall have the right, at their expense, to control the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to each of the Seller and the Purchaser may participate in the Income Tax Contest and to monitor the progress of such Contest Contest, and (ii) if such settlement or compromise Contest shall be controlled by that party which would have an adverse effect on bear the Cinemex Companiesburden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Seller. (d) Notwithstanding anything to the contrary herein, Symphony or Buyers, individually or in the aggregate, Seller shall not enter into any compromise or agree to settle any claim pursuant to a Contest, which would adversely affect the Purchaser or otherwise compromise such Income Tax Contest the Company in a taxable period ending after the Closing Date without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the portion of such Straddle Period ending on and including the Closing Date, (x) shall be paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and (y) shall be paid by or at the direction of Buyers to Sellers if the Tax adjustment results in a credit or refund of TaxesPurchaser.