Common use of Tax Claims Clause in Contracts

Tax Claims. If Buyer or any Seller receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim with respect to Taxes relating to the Assets or the Business (a “Tax Claim”) for a Straddle Period, such Party will notify (and, in any event, within 30 days of the receipt of notice of any such Tax Claim) the other Parties in writing of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties of any liability they may have, except to the extent a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any such Tax Claim, which cooperation will include the retention and the provision to the other 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 information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall be settled without the consent of both Buyer and the Sellers, such consent not to be unreasonably withheld, conditioned or delayed. With respect to any Tax Claim for Tax periods ending on or before the Closing Date, the Sellers shall, at its expense, assume and control all proceedings taken in connection with ​ ​ ​ such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed.

Tax Claims. If Buyer the Corporation, the LLC or any Seller of their Affiliates receives notice of any deficiency, proposed adjustment, assessment, auditTax audit or administrative or judicial proceeding, examination, suit, dispute investigation or other any demand or claim with respect to Taxes relating to the Assets or the Business by a Taxing Authority (each a “Tax Claim”) ), in respect of any Pass-Through Tax Return for a Straddle PeriodPre-Closing Tax Period or in respect of a Tax Return the resolution of which may require the TRA Party Representative or any Pre-Closing LLC Member to file an amended Tax Return or administrative adjustment request (or state or local equivalent) with respect to a Pre-Closing Tax Period (a “Pre-Closing Tax Claim”), then (i) such Party party will notify (and, the TRA Party Representative in any event, within 30 days of the receipt of notice writing of any such Pre-Closing Tax ClaimClaim within fifteen (15) days of receipt of written notice, (ii) such party will keep the other Parties in writing TRA Party Representative reasonably informed concerning the progress of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties of any liability they may have, except to the extent a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any such Pre-Closing Tax Claim, which cooperation (iii) such party will include provide the retention TRA Party Representative copies of all correspondence and the provision to the other party of records and information which are reasonably documents relevant to such Pre-Closing Tax Claim, and making employees available on a mutually convenient basis (iv) the TRA Party Representative will be entitled to provide additional information or explanation participate, at its own expense, in the defense of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Pre-Closing Tax Claim for a Straddle Period and (v) such Pre-Closing Tax Claim shall not be settled settled, compromised or abandoned without the consent of both Buyer and the Sellers, such consent TRA Party Representative (not to be unreasonably withheld, conditioned or delayed); provided, that any failure to give notice pursuant to clause (i) will not give rise to any liability, except to the extent the TRA Party Representative (or any of their Affiliates) is actually prejudiced as a direct result of such party’s failure to give such notice. With In connection with the settlement, compromise or abandonment of any Tax Claim governed by the Partnership Audit Rules in accordance with the previous sentence, (x) the LLC shall be entitled to (and the Corporation shall be entitled to direct the LLC, its “partnership representative” or its “designated individual,” each as defined in the Code, or any equivalent designee under applicable state or local law, to) make any election under Section 6226 of the Code or under Treasury Regulation Section 301.6227-2(c) (or any similar provision in any successor Code section or proposed or final Treasury Regulations or under state, local or non-U.S. Law) (a “6226 Election”) for any taxable year of the LLC that includes any Pre-Closing Tax Period or any Pass-Through Tax Return filed in respect of any such year and (y) except with the TRA Party Representative’s prior written consent, none of the LLC, the Corporation or any of their Affiliates shall elect the application of the Partnership Audit Rules to any Tax Return of the LLC or any of its Subsidiaries with respect to any taxable year beginning before January 1, 2018; provided, that, except with the TRA Party Representative’s prior written consent or with respect to a 6226 Election, no Pre-Closing LLC Member shall be required to amend any Tax Claim Returns or file any administrative adjustment request for any Pre-Closing Tax periods ending on or before the Closing Date, the Sellers shall, at its expense, assume and control all proceedings taken Period in connection with ​ ​ ​ such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayedClaim.

Tax Claims. (i) If Buyer or a claim shall be made by any Seller receives taxing authority, which, if successful, might result in an indemnity payment to an Indemnified Party pursuant to this Agreement, then such Indemnified Party shall give prompt notice, and in any event, notice within five (5) days of becoming aware of such claim, to the Indemnifying Party in writing of such claim and of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim with respect counterclaim the indemnified party proposes to Taxes relating to the Assets or the Business assert (a “Tax Claim”) for a Straddle Period); provided, such Party will notify (andhowever, in any event, within 30 days of the receipt of notice of any such Tax Claim) the other Parties in writing of such Tax Claim for a Straddle Period, but the failure to so notify will give such notice shall not relieve affect the other Parties of any liability they may have, indemnification provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any result of such Tax Claim, which cooperation will include the retention and the provision to the other 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 information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall be settled without the consent of both Buyer and the Sellers, such consent not to be unreasonably withheld, conditioned or delayedfailure. With respect to any Tax Claim for relating to a Pre-Closing Tax periods ending on or before the Closing DatePeriod, subject to Section 5.6(c)(ii), the Sellers shall, solely at its their own cost and expense, assume and control all proceedings and may make all decisions taken in connection with ​ ​ ​ such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons taxing authority with respect thereto, provided (I) Buyer and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, the Sellers shall not settle such Tax Claim without the prior written consent of the Buyers, which consent shall not be unreasonably withheld or delayed, and the Buyers, solely at their own cost and expense, and counsel of their own choosing, shall have the right to be kept participate fully informed in all aspects of any material developments and receive copies the prosecution or defense of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) if they reasonably determine that such Tax Claim could have a material adverse impact on the Taxes of any of the Group Companies in a taxable period or portion thereof beginning after the Closing Date. At the request of the Sellers, and at the Sellers’ expense, the Company shall not provide Sellers with assistance, information and documentation as may be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayedreasonably requested in connection with a Tax Claim.

Tax Claims. If Buyer If, subsequent to the Closing, any of Parent, its Affiliates or any Seller the Securityholder Representative receives written notice of a claim by any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim with respect governmental authority relating to Taxes relating of the Company that, if successful, may reasonably be expected to the Assets or the Business result in an indemnity payment pursuant to Article VII (a “Tax Claim”), then within five (5) for a Straddle Period, such Party will notify (and, in any event, within 30 days of the Business Days after receipt of such notice, the party receiving such notice of any such Tax Claim) the other Parties in writing shall give written notice of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties parties; provided, that no delay or failure on the part of Parent in delivering any liability they may havesuch notice shall cause any Parent Indemnified Party to forfeit any indemnification rights under Article VII, except to the extent a party has suffered actual prejudice therebythat the Company Indemnitors are actually prejudiced by such delay or failure. Buyer will Parent shall have the right in its sole discretion to control the conduct and resolution of any Tax Claim for a Straddle Period Claim; provided, however, that (i) the Securityholder Representative shall be entitled (on behalf of the Company Indemnitors and shall cooperate with Sellers in contesting any such Tax Claimat their expense) to participate in, which cooperation will include but not to control, determine or conduct, the retention and the provision to the other party defense of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ costii) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall be settled without except with the consent of both Buyer and the Sellers, Securityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed. With ), no settlement of any Tax Claim shall be determinative of the right of any Parent Indemnified Party to be indemnified with respect to such Tax Claim or settlement or any Losses relating thereto; provided, further, that the consent of the Securityholder Representative with respect to any Tax Claim for Tax periods ending on or before the Closing Date, the Sellers shall, at its expense, assume and control all proceedings taken in connection with ​ ​ ​ such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed settlement of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without deemed to have been given unless the consent of Buyer, Securityholder Representative shall have objected within thirty (30) day after a written request for such consent not by Parent. In the event that the Securityholder Representative has consented to be unreasonably withheldany such settlement, conditioned adjustment or delayedcompromise, the Company Indemnitors shall have no power or authority to object under any provision of Article VII to the amount of such settlement, adjustment or compromise.

Tax Claims. If Buyer (a) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any Seller receives notice predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim with respect to Taxes relating to the Assets or the Business (a “Tax Claim”) for a Straddle Period, such Party will notify (and, issue in any event, within 30 days of the receipt of notice of any such Tax ClaimProceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other Parties party in writing of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve any tax claim that could result in liability of the other Parties of party under this Agreement (a "Tax Claim"). With respect to any liability they may haveTax Claim, except the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the extent a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any progress of such Tax Claim, which cooperation will include the retention and the provision to (iii) provide the other party of records and with any information which are reasonably relevant to such that it receives in connection with the Tax ClaimProceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers (iv) permit the other party to participate (at Sellers’ costits own expense) in all conferences, meetings or proceedings relating with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim. No Tax Claim for a Straddle Period shall be settled without with respect to issues affecting the consent of both Buyer and the Sellers, such consent not to be unreasonably withheld, conditioned or delayedother party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for Tax periods ending on which Laser is or before may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Closing DateInternal Revenue Service or the appropriate state, the Sellers shall, at its expense, assume and control all proceedings taken in connection local or foreign taxing authority with ​ ​ ​ respect to such Tax Claim and, without Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the party's right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed.indemnification under Section 9.1. Section 9.4

Tax Claims. If Buyer any claim or demand for Taxes that could reasonably be expected to give rise to a claim for indemnification under Section 7.2 or Section 7.3 is asserted by any Seller receives Governmental Entity, the Party first receiving notice of such claim or demand shall notify the other Party of such claim or demand promptly, and in any deficiencycase within ten (10) Business Days of receipt of such notice; provided, proposed adjustmenthowever, assessmentthat the failure of a Party to give such prompt notice shall not relieve the other Party of any of its indemnification obligations, except to the extent such other Party is actually and materially prejudiced by such failure. NewCo shall control any claim, audit, examinationlitigation, suit, dispute or other claim proceeding with respect to Taxes relating of NewCo, any Transferred Subsidiary or, to the Assets or extent permitted by the Business governing documents of any Transferred Joint Ventures, any Transferred Joint Venture (each, a “Tax Claim”) for a Straddle Period); provided that the definition of “Tax Claim” shall not include any claim, such Party will notify (andaudit, in any eventlitigation, within 30 days of the receipt of notice or other proceeding with respect to Income Taxes of any Affiliated Group of which Parent is the common parent (such Tax claim, a “Parent Claim) the other Parties in writing ”), which shall solely be controlled by Parent; provided that Parent shall keep NewCo reasonably informed with respect to any such Parent Claim and provide copies of all material communications regarding such Tax Parent Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties of any liability they may have, except Purchaser to the extent such Parent Claim would reasonably be expected to give rise to a party has suffered actual prejudice therebymaterial claim for indemnification pursuant to this Agreement or otherwise result in Taxes of NewCo, the Transferred Subsidiaries or the Transferred Joint Ventures. Buyer will control any To the extent a Tax Claim would reasonably be expected to give rise to a material claim for a Straddle Period and indemnification pursuant to this 44 Agreement, NewCo shall cooperate keep Parent reasonably informed with Sellers in contesting respect to any such Tax Claim, which cooperation will include provide copies of all material communications regarding such Tax Claim to Parent, provide Parent with the retention and the provision opportunity, at Parent’s sole expense, to the other party of records and information which are reasonably relevant to participate in such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to not settle such Tax Claim. No Tax Claim for a Straddle Period shall be settled without the Parent’s consent of both Buyer and the Sellers, (such consent not to be unreasonably withheld, conditioned conditioned, or delayed. With respect to any Tax Claim for Tax periods ending on or before the Closing Date, the Sellers shall, at its expense, assume and control all proceedings taken in connection with ​ ​ ​ such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed).

Tax Claims. If Buyer or any shall notify the Seller, and the Seller receives notice Parties shall notify the Buyer, after acquiring knowledge of any deficiencyinquiry, proposed adjustmentclaim, audit, assessment, audit, examination, suit, dispute proceeding or other claim similar event with respect to any Taxes relating to of the Assets Company for a Pre-Closing Tax Period or any Tax for which a Seller Party has an indemnification obligation under the Business terms of this Agreement (any such inquiry, claim, audit, assessment, proceeding or similar event, a “Tax Claim”); provided, that the failure to give such notice shall not affect the indemnification provided hereunder, unless the Party who was supposed to receive such notice has been materially prejudiced by such failure. Buyer shall control any Tax Claim other than any Tax Claim of the Seller or another member of the Seller Consolidated Group (other than the Company) for related to a Straddle PeriodSeller Consolidated Tax Return; provided, such Party that with respect to any Tax Claim controlled by Buyer, the Seller will notify (andbe entitled to participate, at its own cost and expense, in the defense of such Tax Claim at its own expense, and to employ counsel of its choice for such purpose at its own expense; provided further, that with respect to any eventTax Claim controlled by Seller, within 30 days the Buyer will be entitled to participate, at its own cost and expense, in the defense of such Tax Claim at its own expense, and to employ counsel of its choice for such purpose at its own expense. Buyer shall not, and shall not allow the receipt of notice of any Company to, settle, resolve, or abandon a Tax Claim (whether or not the Seller participates in such Tax Claim) without the other Parties in writing prior written consent of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties of any liability they may have, except to the extent a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any such Tax ClaimSeller, which cooperation will include the retention and the provision to the other 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 information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period consent shall be settled without the consent of both Buyer and the Sellers, such consent not to be unreasonably withheld, conditioned or delayed. With respect to any Tax Claim for Tax periods ending on or before To the Closing Dateextent that the provisions of this Section 6.2(d) conflict with the provisions of Article 8, the Sellers shall, at its expense, assume and control all proceedings taken in connection with ​ ​ ​ such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (Ithis Section 6.2(d) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayedcontrol.

Tax Claims. If Buyer or a claim shall be made by any Seller receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim Governmental Entity with respect to Taxes relating Taxes, which if successful, might result in an indemnity payment pursuant to the Assets Sections 6.6(a) or the Business (b) (a “"Tax Claim”) for a Straddle Period"), such the Indemnified Party will notify (andshall promptly, in any event, within 30 days of as practicable following the receipt of notice of any such Tax Claim) the other Parties in writing of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties of any liability they may have, except to the extent a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any such Tax Claim, which cooperation will include the retention and the provision give written notice of such claim to the other party Indemnifying Party; provided, however, the failure of records and information which are reasonably relevant the Indemnified Party to give timely notice shall only relieve the Indemnifying Party from its indemnification obligations hereunder to the extent it is actually prejudiced by such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall be settled without the consent of both Buyer and the Sellers, such consent not to be unreasonably withheld, conditioned or delayedfailure. With respect to any Tax Claim for relating to a Tax periods Period ending on or before prior to the Closing Date, the Sellers Indemnifying Party shall, upon written notification to the Indemnified Party, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at its own expense; provided, assume however, that with respect to Tax Claims the resolution of which will be binding on the Indemnified Party in a Post-Closing Tax Period, then the Indemnified Party may also participate in such proceeding at its own expense and the Indemnifying Party may not settle such Tax Claim without the written consent of the Indemnified Party, which shall not be unreasonably withheld. The parties shall jointly control all proceedings taken in connection with ​ ​ ​ such any Tax Claim andrelating to Taxes of a Straddle Period, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer neither party shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such settle a Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expensewithout the written consent of the other party, including through its own counsel and other professional experts, and (II) such Tax Claim which consent shall not be settled without unreasonably withheld. A party shall promptly notify the consent of Buyer, such consent other party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control, and the other party shall thereupon be unreasonably withheld, conditioned or delayedpermitted to defend and settle (subject to any reasonable consent rights set forth above) such proceeding.

Tax Claims. If Buyer or any Seller receives (i) Each Party shall give prompt notice to the other Parties of the assertion of any deficiencyclaim, proposed adjustment, assessment, audit, examination, suit, dispute or other claim the commencement of any Proceeding with respect to Taxes relating to of DFC Holdings for any taxable period or Tax Return the Assets or income of which is passed through and reported on any Tax Return of the Business C&C Parties (each, a “Tax Claim”) for a Straddle Period, such Party will notify (and, in any event, within 30 days ). The C&C Parties shall be entitled to direct and control the defense of the receipt of notice of any such Tax Claim) the other Parties in writing of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Parties of any liability they may have, except to the extent a party has suffered actual prejudice thereby. Buyer will control any Tax Claim at their own expense; provided that for a Straddle Period any Tax Claim that could reasonably be expected to affect the Tax liability of New Xxxx or any of its Subsidiaries after Completion (including any Tax Claim to which the Revised Partnership Audit Rules apply), New Xxxx may participate at its sole expense and shall cooperate with Sellers in contesting any such Tax Claim, which cooperation will include be kept informed of the retention and the provision to the other party material aspects of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information the C&C Parties shall not (and shall not permit DFC Holdings to) settle or explanation of compromise any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall be settled without the New Xxxx’x prior written consent of both Buyer and the Sellers, such consent (not to be unreasonably withheld, conditioned or delayed). With respect to New Xxxx shall control the defense of any Tax Claim for Tax periods ending on or before that the Closing DateC&C Parties elect not to control; provided that (i) the C&C Parties shall (A) take all necessary steps to permit New Xxxx to control such defense (including appointing New Xxxx as the “partnership representative,” if applicable), the Sellers shall, at its expense, assume and control (B) be kept informed of all proceedings taken in connection with ​ ​ ​ aspects of such Tax Claim andClaim, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (Iii) Buyer New Xxxx shall have the right to be kept fully informed of any material developments and receive copies of all correspondence not (and shall have the right to observe the conduct of and participate in not permit DFC Holdings to) settle or compromise any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the C&C Parties’ prior written consent of Buyer, such consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, each of the parties hereto agrees that with respect to any Tax Claim to which the Revised Partnership Audit Rules apply, an election pursuant to Section 6226(a) of the Code (or any corresponding elections under state and local law) shall be made.

Tax Claims. If Buyer or any Seller receives notice The Indemnified Party shall promptly notify the Indemnifying Party in writing of the commencement of any deficiency, proposed adjustment, assessmentclaim, audit, examination, suit, dispute or other claim with respect proposed change or adjustment relating to Taxes relating to of which it or any of its affiliates (including the Assets or Company) has been informed in writing by any taxing authority which may affect the Business (a “Tax Claim”) for a Straddle Period, such Party will notify (and, in any event, within 30 days liability of the receipt Indemnifying Party under Section 7.2 (each, a "TAX CLAIM"). Such notice shall describe the asserted Tax Claim in reasonable detail and shall include copies of notice any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim) the other Parties in writing . If notice of such a Tax Claim for a Straddle Period, but is not given by the failure to so notify will not relieve the other Parties of any liability they may have, except Indemnified Party to the extent Indemnifying Party within a party has suffered actual prejudice thereby. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any sufficient period of time to allow the Indemnifying Party to effectively contest such Tax Claim, which cooperation will include or in reasonable detail to apprise the retention Indemnifying Party of the nature of the Tax Claim or if the Indemnified Party otherwise fails to follow the requirements of this Section 7.8, the Indemnifying Party shall not be liable to the Indemnified Party, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives and the provision amount of any indemnity payment pursuant to Section 7.2 shall be reduced, to the extent that the Indemnifying Party is harmed or its position is actually prejudiced as a result thereof. With respect to any Tax Claim (other party than a Tax Claim relating to a Straddle Year), at the Indemnifying Party's election (to be made not later than 10 business days following the Indemnifying Party's receipt of records a notification of a Tax Claim from the Indemnified Party), the Indemnifying Party shall have the sole right to represent the Company's interests in any Tax audit or administrative or court proceeding and information which are reasonably relevant to such Tax Claimemploy counsel of its choice, and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and making may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner PROVIDED, the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent (not to be unreasonably withheld or delayed) if such settlement would materially affect the tax liability of the Company for any period commencing after the Closing Date. Subject to the foregoing, the Indemnifying Party may settle any issues and take any other actions in its discretion in connection with such audit or proceedings. The Indemnified Party may participate in such defense through counsel chosen by it, at its own expense. The Indemnified Party shall cooperate fully with the Indemnifying Party (including, but not limited to, by granting to the Indemnifying Party a power of attorney reasonably necessary to represent the Company in any such audit or proceeding and by causing the Company, at the Indemnifying Party's reasonable request, to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which the Indemnifying Party controls pursuant hereto), timely make available to the Indemnifying Party all data and other information reasonably requested by the Indemnifying Party in connection with such audit or proceedings, make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers or to participate (testify at Sellers’ cost) proceedings relating to such Tax ClaimClaim and facilitate the Indemnifying Party's participation in the contest of all Tax Claims. No In no case shall the Indemnified Party or any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim for a Straddle Period shall be settled without the consent of both Buyer and the Sellers, such consent not to be unreasonably withheld, conditioned or delayedIndemnifying Party's prior written consent. With respect to any a Tax Claim for Tax periods ending on or before relating to a Straddle Year, Parent and the Closing Date, the Sellers shall, at its expense, assume and Shareholder Parties shall jointly control all proceedings taken in connection with ​ ​ ​ and neither party shall settle or otherwise compromise such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayedother party's prior written consent.

Tax Claims. If Buyer If, subsequent to the Closing, Parent, the Company or any Seller of their Affiliates receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute litigation or other claim proceeding with respect to Taxes relating of the Company regarding any Pre-Closing Tax Period (except to the Assets extent that such Taxes were included in the calculation of “Indebtedness” as appearing on the Spreadsheet) or the Business with respect to which Indemnifying Party may otherwise be required to provide indemnification under this Agreement (each a “Tax Claim”), then within five (5) for a Straddle Period, such Party will notify (and, in any event, within 30 days of the Business Days after receipt of notice of any such Tax Claim) notice, the other Parties Parent shall notify the Stockholder Representative in writing of such Tax Claim for notice (which notice shall include detailed information including copies of any written materials received), provided that a Straddle Period, but delay or failure in so notifying the failure to so notify will Stockholder Representative shall not relieve the other Indemnifying Parties of from any liability they may have, or obligation hereunder except to the extent such Indemnifying Parties were actually prejudiced as a party has suffered actual prejudice therebyresult of such delay or failure. Buyer will control With respect to any Tax Claim for (i) Parent will control such Tax Claim, including the defense and settlement thereof; provided that, (i) Parent shall permit the Stockholder Representative to participate in such Tax Claim (using counsel of its own choosing) at the sole cost and expense of the Indemnifying Parties, (ii) Parent shall keep the Stockholder Representative reasonably informed of all material developments on a Straddle Period and shall cooperate timely basis with Sellers in contesting respect to any such Tax Claim, which cooperation will include the retention and the provision to the other party of records and information which are reasonably relevant to (iii) Parent shall not enter into any settlement of, otherwise compromise or abandon any such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating to such Tax Claim. No Tax Claim for a Straddle Period shall be settled without the prior written consent of both Buyer and the SellersStockholder Representative, such which consent shall not to be unreasonably withheld, conditioned or delayed. With Notwithstanding anything to the contrary in Section 7.5, this Section 6.6 and not Section 7.5 shall apply with respect to any Tax Claim for Tax periods ending on or before the Closing Date, the Sellers shall, at its expense, assume and control all proceedings taken in connection with ​ ​ ​ such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and (II) such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayedClaims.

Tax Claims. If Buyer or a written notice is received regarding any Seller receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim Legal Proceeding with respect to Taxes relating or Tax Returns in respect of which an indemnity may be sought pursuant to the Assets or the Business this Article 10 (a “Tax Claim”), the notified Party shall give the other Party prompt written notice, no later than fifteen (15) for a Straddle Perioddays after receipt by such notified Party of such written notice, such Party will notify (and, in any event, within 30 days of the receipt of notice of any such Tax Claim) ; provided, that the other Parties in writing failure or delay by the applicable notified Party to provide notice of such Tax Claim for a Straddle Period, but the failure to so notify will not relieve the other Party shall not affect the rights or obligations of the Parties of any liability they may have, under this Agreement except to the extent the other Party has been materially prejudiced as a party has suffered actual prejudice therebyresult of such failure or delay. Buyer will control any Tax Claim for a Straddle Period and shall cooperate with Sellers in contesting any Upon the Indemnitee’s delivery of notice to the Indemnitor within thirty (30) days of the Indemnitee’s receipt of written notice of such Tax Claim, which cooperation will include the retention Indemnitor shall have the right (at its option and expense) to assume the provision defense of such Tax Claim; provided, however, that, as between the Parties, (a) the controlling Party shall keep the non-controlling Party reasonably informed and consult in good faith with the noncontrolling Party with respect to the other party of records and information which are reasonably relevant any issue relating to such Tax Claim, (b) the controlling Party shall provide the non-controlling Party with copies of all correspondence, notices and making employees available on a mutually convenient basis to provide additional information or explanation of other written material received from any material provided hereunder and permitting Sellers to participate (at Sellers’ cost) proceedings relating Government Entity with respect to such Tax Claim. No Tax Claim for , (c) the controlling Party shall provide the non-controlling Party with a Straddle Period shall be settled without the consent of both Buyer copy of, and the Sellersan opportunity to review and comment on, such consent not to be unreasonably withheld, conditioned or delayed. With respect all submissions made to any Tax Claim for Tax periods ending on or before the Closing Date, the Sellers shall, at its expense, assume and control all proceedings taken Government Entity in connection with ​ ​ ​ such Tax Claim andand (d) the controlling Party may not agree to a settlement or compromise thereof without any prior written consent of the non-controlling Party. If the Indemnitor fails to notify the Indemnitee of its election to control such a Tax Claim within thirty (30) days following receipt by the Indemnitor of written notice of such Tax Claim, without limiting the foregoingIndemnitee shall control such Tax Claim, may pursue or forego any subject to this Section 10.06. The Parties shall cooperate, as and all administrative appealsto the extent reasonably requested by such other Party, proceedings, hearings and conferences in connection with any applicable governmental Persons with respect thereto, provided (I) Buyer shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of and participate in any such Tax Claim controlled by Sellers (through attendance at meetings or otherwise) at its own expenseClaim. Such cooperation shall include the retention and, including through its own counsel upon such other Party’s request, the provision of records and other professional experts, and (II) information that are reasonably relevant to any such Tax Claim shall not be settled without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayedClaim.