Common use of Tax Claims Clause in Contracts

Tax Claims. Notwithstanding any provision of Section 10.6 to the contrary, Parent shall have the right (but not the obligation) to control any Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the Company for which the Effective Time Holders have indemnification obligations pursuant to this Agreement (each a “Tax Claim”), and shall have the right to employ counsel and other advisors of its choice and at its own expense; provided, that in the event that such Tax Claim could result in an indemnification obligation against the Effective Time Holders pursuant to this Agreement (i) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (ii) the Securityholders’ Agent shall have the right to fully participate in any such Tax Claim at its own expense and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors to participate, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent shall not settle or otherwise resolve such Tax Claim without the consent of the Securityholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). If Parent does not elect to proceed with the defense of any such Tax Claim, Securityholders’ Agent shall have the right (but not the obligation) to control any such Tax Claim at its own expense; provided, however, (x) the Securityholders’ Agent may not settle, adjust or compromise any such Tax Claim without the prior written consent of Parent (which consent may not be unreasonably withheld or delayed), (y) Parent shall have the right to fully participate in any such Tax Claim at its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (or its counsel or advisors), and (z) the Securityholders’ Agent shall consider in good faith any recommendations of Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall control.

Tax Claims. Notwithstanding If any provision of Section 10.6 Tax Authority or other Governmental Authority issues to the contraryCompany (a) a written notice of its intent to audit, Parent shall have the right (but not the obligation) examine, or conduction another proceeding with respect to control any Taxes or Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes Returns of the Company for which any period beginning prior to the Effective Time Holders have indemnification obligations pursuant Closing Date or (b) a written notice of deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns for any period beginning prior to this Agreement the Closing Date, Parent or the Company shall notify the Securityholders’ Representative of the receipt of such communication within ten (each 10) days after receiving such notice (a “Tax Claim”). No failure or delay of Parent or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Securityholders pursuant to this Agreement, except to the extent that such failure precludes the Securityholders or the Company from defending against any liability or claim for Taxes that the Securityholders are obligated to pay hereunder. Notwithstanding anything herein to the contrary, including Section 9.3, Parent shall control the conduct and resolution of any Tax Claim, provided that (w) Securityholders’ Representative will be entitled to participate fully in the defense of such Tax Claim at the expense of the Securityholders, and shall have the right to employ counsel and other advisors of its choice and for such purpose at its own expense; provided, that in the event that such Tax Claim could result in an indemnification obligation against the Effective Time Holders pursuant to this Agreement (i) Parent shall promptly notify the Securityholders’ Agent expense, (x) Parent and the Company shall provide Securityholders’ Representative with copies of any such all written communications relating to the Tax Claim, (iiy) Parent and the Company shall keep Securityholders’ Agent shall have Representative informed regarding the right progress of any Tax Claim and consult with Securityholders’ Representative with respect to fully participate in any issues relating to such Tax Claim at its own expense that could have a material adverse effect on the Securityholders and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors to participate, (iiiz) Parent shall consider in good faith any recommendations of and the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent Company shall not settle or otherwise resolve such any Tax Claim without the consent of the Securityholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). If Parent does not elect any issue raised with respect to proceed with the defense of any such Tax Claim, Securityholders’ Agent shall have the right (but not the obligation) if such settlement or other resolution relates to control any such Tax Claim at its own expense; provided, however, (x) the Securityholders’ Agent may not settle, adjust or compromise any such Tax Claim Taxes for which Securityholders are liable under this Agreement without the prior written consent of Parent (which consent may not be unreasonably withheld or delayed), (y) Parent shall have the right to fully participate in any such Tax Claim at its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (Representative, such consent not to be unreasonably withheld, delayed or its counsel or advisors), and (z) the Securityholders’ Agent shall consider in good faith any recommendations of Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall controlconditioned.

Tax Claims. Notwithstanding any provision (a) If after the Closing, the Purchaser receives notice of Section 10.6 to a proposed assessment or the contrary, Parent shall have the right (but not the obligation) to control commencement of any Tax auditsaudit or administrative or judicial proceeding or of any demand or claim on the Purchaser, Tax disputes its Affiliates or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the Company for which the Effective Time Holders have indemnification obligations pursuant to this Agreement Acquired Companies (each a “Tax Claim”), and which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Parent under Section 7.02, the Purchaser shall have give the right to employ counsel and other advisors Parent notice of its choice and at its own expensesuch Tax Claim within thirty (30) days of receipt of such notice; provided, however, that in the event failure to provide such notice shall not release the Parent from any of its obligations under this Article VII except to the extent that such Tax Claim could result failure results in an indemnification obligation against a detriment to the Effective Time Holders pursuant Parent, and shall not relieve the Parent from any other Liability that it may have to Purchaser, its Affiliates or the Acquired Companies other than under this Agreement (i) Article VII. The Parent shall promptly notify be entitled to assume and control the Securityholders’ Agent defense of any such Tax Claim, (ii) the Securityholders’ Agent shall have the right to fully participate in any such Tax Claim at its own expense and Parent shall provide appropriate access for through counsel of its choice if it gives notice of its intention to do so to the Securityholders’ Agent counsel or advisors to participate, Purchaser within fifteen (iii15) Parent shall consider in good faith any recommendations days of the Securityholders’ Agent (receipt of such notice from the Purchaser. If the Parent elects to undertake any such defense against a Tax Claim, the Purchaser may participate in such defense at its own expense. The Purchaser shall cooperate with the Parent in such defense and make available to the Parent, at the Parent’s expense, all witnesses, pertinent records, materials and information in the Purchaser or its counsel Acquired Companies’ possession or advisors) and (iv) Parent shall not settle under the Purchaser or otherwise resolve such Tax Claim without Acquired Companies’ control relating thereto as is reasonably required by the consent of the Securityholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed)Parent. If the Parent does not elect elects to proceed with direct the defense of any such Tax Claim, Securityholders’ Agent the Purchaser shall have not pay, or permit to be paid, any part of such Tax Claim unless the right (but Parent consents in writing to such payment or unless the Parent withdraws from the defense of such Tax Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Parent is entered against the Purchaser or the Acquired Companies for such Tax Claim. If Parent has elected not to assume and control the obligation) to control defense of a Tax Claim, and Purchaser assumes the defense of any such Tax Claim at its own expense; provided, however, (x) the Securityholders’ Agent may not settle, adjust or compromise any and proposes to settle such Tax Claim without prior to a final judgment thereon or to forgo any appeal with respect thereto, then the prior Purchaser shall give the Parent prompt written consent of Parent (which consent may not be unreasonably withheld or delayed), (y) notice thereof and the Parent shall have the right right, at its expense, to fully participate in any the settlement or assume or reassume the defense of such Tax Claim at its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (claims or its counsel or advisors), and (z) the Securityholders’ Agent shall consider in good faith any recommendations of Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall controlproceeding.

Tax Claims. Notwithstanding any provision of Section 10.6 to the contrary, Parent shall have promptly (and shall cause its Affiliates to promptly) notify the right (but not the obligation) to control Members’ Representative following receipt of written notice of any Tax auditsaudit, Tax disputes examination, notice of deficiency, administrative or administrative, judicial proceeding or other Legal Proceedings related to claim by any Taxing Authority in respect of any Tax Return or Taxes of the Company for any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) or any Taxes for which the Effective Time Holders have an indemnification obligations claim could reasonably exist or result against any Member pursuant to the terms of this Agreement (each ‎(each, a “Tax Claim”), and shall have the right to employ counsel and other advisors of its choice and at its own expenseClaim”)‎; provided, that failure to comply with this provision shall not affect Parent’s right to indemnification hereunder, except and only to the extent that the rights or defenses available to the Members (including the Members’ Representative) with respect to such claim are forfeited or materially prejudiced by reason of such failure. With respect to any Tax Claim relating to a Pass-Through Tax Return for a Tax period ending on or before the Closing Date or a Tax for which any Member could have liability pursuant to the indemnification terms of this Agreement, the Members’ Representative shall have the right, but not the obligation, to control the settlement and resolution of (including the right to appoint the “partnership representative” and the “designated individual,” as those terms are used in Section 6223 of the event Code and Treasury Regulation Section 301.6223-1(b)(3), and the “tax matters partner” as that term is defined in Section 6231 of the Code for years prior to 2018, as applicable) each such Tax Claim could result in an indemnification obligation against by providing written notice to Parent within fifteen (15) days of ​ 4855-0363-3265.v2 ​ Parent’s (or, if applicable, its Affiliate’s) delivery to the Effective Time Holders pursuant Members’ Representative of notice of the applicable Tax Claim; provided, that (a) the Members’ Representative shall keep Parent reasonably informed of all material developments relating to this Agreement any Tax Claim controlled by Members’ Representative, (ib) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (ii) the Securityholders’ Agent shall have the right be entitled to fully participate in any such Tax Claim at its own expense expense, including‎ having an opportunity to review and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors comment on, all submissions made to participatea Taxing Authority in connection with such Tax Claim, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (ivc) Parent shall Members’ Representative may not settle agree to a settlement or otherwise resolve such Tax Claim compromise thereof without the prior written consent of the Securityholders’ Agent (Parent, which consent shall not be unreasonably withheld, conditioned or delayed). If Parent shall have the right to control any other Tax Claim (including any such Tax Claim which the Members’ Representative does not elect to proceed with control pursuant to the defense foregoing provisions); provided, that, if the Tax Claim relates to Taxes for which an indemnification claim could exist against any Member pursuant to the terms of this Agreement‎, (v) Parent shall keep the Members’ Representative reasonably informed of all material developments relating to any such Tax ClaimClaim controlled by Parent, Securityholders(x) Members’ Agent Representative shall have the right (but not the obligation) be entitled to control any participate in such Tax Claim at its own expense; provided, howeverincluding‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Claim, and (xz) Parent shall not (and shall not permit any of its Affiliates (including the Securityholders’ Agent may not settle, adjust Surviving Company) to) agree to (or permit or cause) a settlement or compromise any such Tax Claim thereof without the prior written consent of Parent (the Members’ Representative, which consent may shall not be unreasonably withheld withheld, conditioned or delayed). For the avoidance of doubt, (y) Parent Members’ Representative shall have the sole right to fully participate in designate the “partnership representative” (within the meaning of Code Section 6223) of the Company and any such Tax Claim at its own expense and “designated individual” within the Securityholders’ Agent shall provide appropriate access for the Parent (or its counsel or advisorsmeaning of Treasury Regulation Section 301.6223-1(b)(3), and (z) in each case, for any taxable period, or portion thereof, of the Securityholders’ Agent shall consider Company that ends on or before the Closing Date. Notwithstanding anything to the contrary in good faith any recommendations this Agreement, the provisions of Parent (or its counsel or advisors). To Article VIII are subject to the extent the foregoing provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall control9.1(g).

Tax Claims. Notwithstanding From and after the Closing, Buyer shall notify Seller in writing within three (3) Business Days of receipt by Buyer or any provision of Section 10.6 its Affiliates (including the Acquired Companies) of notice of any pending or threatened federal, state, local or foreign Tax Proceeding that would reasonably be expected to give rise to an indemnity claim under this Agreement; provided, however, that any failure to so notify shall not limit any of the obligations of the Indemnifying Party under Article 7 (except to the contrary, Parent shall have extent such failure materially prejudices the right (but not the obligation) to control any defense of such Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the Company for which the Effective Time Holders have indemnification obligations pursuant to this Agreement (each a “Tax Claim”Proceeding), and . Seller shall have the right to employ counsel and other advisors of its choice and at its own expense; providedcontrol any Tax Proceeding that relates to any Pre-Closing Tax Period and, that in the event that such Tax Claim could result in an indemnification obligation against the Effective Time Holders pursuant to this Agreement (i) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (ii) the Securityholders’ Agent shall have the right to fully participate in any such Tax Claim at its own expense and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors to participate, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent shall not settle or otherwise resolve such Tax Claim without the consent of the Securityholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). If Parent does not elect to proceed with the defense of any such Tax Claim, Securityholders’ Agent shall have the right (but not the obligation) if Seller chooses to control any such Tax Claim at Proceeding, Seller shall make all decisions (including selection of counsel) with respect to such Tax Proceeding and may, in its own expensesole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Body taken in connection thereof; provided, however, (x) that the Securityholders’ Agent may Seller shall keep Buyer apprised of all material developments, including settlement offers, with respect to the Tax Proceeding and permit Buyer to participate in the defense of the Tax Proceeding at Buyer’s expense; provided, further, the Seller shall not settle, adjust consent to the entry of any judgment or compromise enter into any such settlement with respect to the Tax Claim Proceeding without the prior written consent of Parent (Buyer, which consent may will not be unreasonably withheld withheld, conditioned, or delayed), (y) Parent shall have . In the right to fully participate in event of any such Tax Claim at its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (conflict or its counsel or advisors), and (z) the Securityholders’ Agent shall consider in good faith any recommendations of Parent (or its counsel or advisors). To the extent overlap between the provisions of this Section 6.2(c) conflict with the provisions of 8.5 and Section 10.67.6, the provisions of this Section 6.2(c) 8.5 shall control.

Tax Claims. Notwithstanding any provision of Section 10.6 to the contrary, Parent shall have the right (but not the obligation) to control any Tax tax audits, Tax tax disputes or administrative, judicial or other Legal Proceedings (each a “Tax Claim”) related to any Tax Return or Taxes of the Company any Acquired Entity for which the Effective Time Holders have indemnification obligations pursuant to this Agreement (each a “Tax Claim”)Agreement, and shall have the right to employ counsel and other advisors of its choice and at its own expense; provided, that in the event that such Tax Claim could result in an indemnification obligation against the Effective Time Holders pursuant to this Agreement (i) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (ii) Parent shall allow the Securityholders’ Agent to participate in (but not direct the conduct of) any such Tax Claim at the expense of the Effective Time Holders, and (iii) to the extent such Tax Claim relates to a Tax period (or portion thereof) of any Acquired Entity ending on or prior to the Closing Date, the Securityholders’ Agent shall have the right to fully participate in consent to any settlement or other resolution of such Tax Claim at its own expense and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors to participate, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent shall not settle or otherwise resolve such Tax Claim without the consent of the Securityholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). If Notwithstanding anything to the contrary in this Agreement, after the Closing, Parent does and each Acquired Entity shall have the right to enter into and control “voluntary disclosure agreements” or other similar programs (“VDAs”) with applicable taxing authorities in the state, local and/or other jurisdictions set forth on Schedule 6.7 for any taxable year or period that ends on or before the Closing Date (or portion thereof as determined pursuant to Section 6.1(a)) and the entering into any such VDA shall not elect eliminate, abrogate or otherwise adversely impact any Parent Indemnitee’s right to proceed indemnification under this Agreement with respect to any Damages related to any such VDA; provided, however, that with respect to any such VDA, (i) Parent shall promptly notify the defense Securityholders’ Agent of the initiation of any such Tax ClaimVDA, and (ii) the Securityholders’ Agent shall have the right (but not the obligationduty) to control participate in any such Tax Claim proceeding, to receive copies of any written correspondence, to comment on any written submissions (which comments, to the extent reasonable, shall be considered in good faith by Parent), and to employ counsel, solely at its own expense; providedthe expense of the Effective Time Holders. Before initiating a VDA in any state, howeverlocal or other jurisdiction not set forth in Schedule 6.7, (x) Parent shall provide notice to the Securityholders’ Agent may of the proposed VDA and not settle, adjust or compromise any enter into such Tax Claim VDA without the prior written Securityholders’ Agent’s consent of Parent (which consent may not to be unreasonably withheld withheld, conditioned or delayed), (y) Parent shall have the right to fully participate in any such Tax Claim at its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (or its counsel or advisors), and (z) the Securityholders’ Agent shall consider in good faith any recommendations of Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall control.

Tax Claims. Notwithstanding any provision of Section 10.6 If, subsequent to the contraryClosing, Parent shall have the right (but not the obligation) to control any Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the Company for which receives notice of a Tax Contest that, if successful, would result in an indemnity payment by the Effective Time Holders have indemnification obligations pursuant to this Agreement Equityholders (each a “Tax Claim”), then within fifteen (15) days after receipt of such notice, Parent shall provide the Holder Representative with a copy of such notice, and if Parent fails to do so no Parent Indemnified Party shall be entitled to indemnification under this Agreement with respect to any Damages arising from such Tax Claim, unless the failure did not substantially prejudice the ability of the Holder Representative to assert its rights under this paragraph. Parent shall have the right to employ counsel and other advisors of its choice and right, at its own expense; , to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period, provided, however, that in (a) Parent shall keep the event that Holder Representative informed of all material developments on a timely basis and Parent shall not resolve such Tax Claim in a manner that could result in reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligation against the Effective Time Holders pursuant to obligations under this Agreement without the Holder Representative’s written consent, which consent shall not be unreasonably withheld and (i) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (iib) the Securityholders’ Agent shall Holder Representative will have the right right, but not the obligation, by written notice to fully participate in any Parent within ten (10) days after receipt of notice of the Tax Claim to assume the defense of such Tax Claim at its own expense expense, in which case the Holder Representative shall keep Parent reasonably informed of all material developments on a timely basis and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors to participate, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent shall not settle or otherwise resolve such Tax Claim without the consent of the Securityholders’ Agent (Parent’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed). If Parent does not elect to proceed with the defense of any such Tax Claim, Securityholders’ Agent shall have the right (but not the obligation) to control any such Tax Claim at its own expense; provided, however, (x) the Securityholders’ Agent may not settle, adjust or compromise any such Tax Claim without the prior written consent of Parent (which consent may not be unreasonably withheld or delayed), (y) Parent shall have the right to fully participate in any such Tax Claim at its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (or its counsel or advisors), and (z) the Securityholders’ Agent shall consider in good faith any recommendations of Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall control.

Tax Claims. Notwithstanding (a) With respect to any provision of Section 10.6 to the contraryaudit, Parent shall have the right (but not the obligation) to control any Tax audits, Tax disputes or administrative, judicial litigation or other Legal Proceedings related proceeding with respect to any Tax Return or Taxes of the Company involving Tax matters or items that could reasonably be expected to form the basis for which a claim of indemnification against the Effective Time Holders have indemnification obligations pursuant to this Agreement (each a “Tax Claim”), and which Tax Claim relates solely to a Pre-Closing Tax Period, the Holder Representative shall have the right to employ counsel control such Tax Claim, including the defense and other settlement thereof, at the cost and expense of the Effective Time Holders; provided that the Holder Representative notifies Parent in writing within five (5) Business Days of the receipt of written notice of such Tax Claim from Parent that it intends to control such Tax Claim under this Section 6.5(a) and, assuming it issues such notification, (i) notifies Parent reasonably in advance of any substantive meetings or calls with the applicable taxing authorities and/or advisors of its choice and allows Parent to participate at its own expenseexpense in same; provided(ii) pursues such defense in a diligent and commercially reasonable manner, that (iii) keeps Parent reasonably informed concerning the progress of such meetings or calls in the event that such Tax Claim could result in an indemnification obligation against the Effective Time Holders pursuant which Parent does not participate, (iv) promptly following receipt or submission thereof, provides Parent copies of all correspondence and other documents relevant to this Agreement (i) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (iiv) the Securityholders’ Agent shall have the right to fully participate in any such Tax Claim at its own expense and Parent shall provide appropriate access for the Securityholders’ Agent counsel or advisors to participate, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent shall does not settle or otherwise resolve such Tax Claim without the express written consent of the Securityholders’ Agent (Parent, which consent shall will not be unreasonably withheld, conditioned or delayed). If , and (vi) unless Parent fails to respond to a written request to Parent from the Holder Representative for comments within seven (7) Business Days after receipt thereof, does not elect submit any substantive document to proceed a taxing authority with the defense of any such Tax Claim, Securityholders’ Agent shall have the right (but not the obligation) respect to control any such Tax Claim at its own expense; provided, however, (x) the Securityholders’ Agent may not settle, adjust or compromise any such Tax Claim without the prior Parent’s express written consent of Parent (consent, which consent may will not be unreasonably withheld withheld, conditioned or delayed); provided, (y) Parent further, that the Holder Representative shall have the right to fully participate in any no longer control such Tax Claim at following such time as Parent determines in its own expense and good faith discretion there is a material risk that either (A) the Securityholders’ Agent shall provide appropriate access for Holder Representative is in material noncompliance with the Parent foregoing clauses (or its counsel or advisorsi) through (vi), or (B) Parent will not be fully indemnified for any Losses it would suffer as a result of such Tax Claim and (z) that Parent’s assumption of such defense will materially decrease the Securityholders’ Agent shall consider in good faith any recommendations of risk to Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict associated with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall controlsuch Tax Claim.

Tax Claims. Notwithstanding any provision of Section 10.6 If, subsequent to the contraryClosing, Parent shall have any of Parent, the right Company, or the Stockholders’ Agent receives notice of a claim by any Governmental Entity that, if successful, might result in an indemnity payment hereunder (but not the obligation) to control any Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the Company for which the Effective Time Holders have indemnification obligations pursuant to this Agreement (each a “Tax Claim”), and then within 15 days after receipt of such notice, Parent, the Company or the Stockholders’ Agent, as the case may be, shall have the right to employ counsel and other advisors give written notice of its choice and at its own expense; provided, that in the event that such Tax Claim could result in an indemnification obligation against to the Effective Time Holders pursuant to this Agreement (i) Parent shall promptly notify the Securityholders’ Agent of any such Tax Claim, (ii) the Securityholdersother parties. The Stockholders’ Agent shall have the right to fully participate in control the conduct and resolution of any such Tax Claim at its own expense and Parent shall provide appropriate access for relating to a Tax Period ending on or prior to the Securityholders’ Agent counsel or advisors to participate, (iii) Parent shall consider in good faith any recommendations of the Securityholders’ Agent (or its counsel or advisors) and (iv) Parent shall not settle or otherwise resolve such Tax Claim without the consent of the Securityholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). If Parent does not elect to proceed with the defense of any such Tax Claim, Securityholders’ Agent shall have the right (but not the obligation) to control any such Tax Claim at its own expenseClosing Date; provided, however, (x) that if the Securityholders’ Agent may not settle, adjust or compromise resolution of any such Tax Claim without (or any portion thereof) may affect the Taxes of the Company for a Post-Closing Tax Period, then the Stockholders’ Agent and Parent shall jointly control the conduct and resolution of such Tax Claim (or portion thereof). The Stockholders’ Agent and Parent shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If the Stockholders’ Agent elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior written consent to the Closing Date, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Stockholders’ Agent shall notify Parent (which consent may not be unreasonably withheld or delayed), (y) in writing and Parent shall have the right to fully participate in any control the conduct and resolution of such Tax Claim; provided, however, that Parent shall keep the Stockholders’ Agent informed of all developments on a timely basis and Parent shall not resolve such Tax Claim at in a manner that would reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the written consent of the Stockholders’ Agent, which shall not be unreasonably withheld. Each party shall bear its own expense and the Securityholders’ Agent shall provide appropriate access for the Parent (or its counsel or advisors), and (z) the Securityholders’ Agent shall consider costs incurred in good faith participating in any recommendations of Parent (or its counsel or advisors). To the extent the provisions of this Section 6.2(c) conflict with the provisions of Section 10.6, the provisions of this Section 6.2(c) shall controlproceeding relating to any Tax Claim.