Common use of Tax Contests Clause in Contracts

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller Each Party shall control and bear notify the cost other Party in writing within thirty (30) calendar days of the conduct its receipt of written notice of any auditpending or threatened Tax examination, claim, dispute audit or controversy other administrative or judicial proceeding (a “Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect result in an indemnification obligation under Section 7.02 or Section 7.03 of such other Party pursuant to this Section 7.04(c). If the recipient of such notice of a Tax liability of BuyerContest fails to provide such notice to the other Party, the Acquired Companies, and their respective affiliates it shall not be entitled to indemnification for any taxable Taxes arising in connection with such Tax Contest, to the extent, if any, that such failure or delay shall have actually prejudiced the indemnifying Party. If a Tax Contest relates to any Tax period ending after on or prior to the Closing Date or to any Taxes for which Seller is liable in full hereunder, Seller shall at its expense control the defense and settlement of such Tax Contest; provided that (i) Buyer shall be entitled to participate in such Tax Contest at its own expense, and (ii) Seller shall keep Buyer fully informed of any material developments, provide Buyer with copies of all material correspondence, and allow Buyer to observe the conduct of any Tax Contest (through attendance at meetings) at Buyer’s expense, including through Buyer’s own counsel or other professional experts. Buyer shall control the defense and settlement of all other Tax Contests; provided that, in the case of any Tax Contest that could reasonably be expected to result in liability of Seller pursuant to the terms of this Agreement, (i) Seller shall be entitled to participate (at its own expense) in such Tax Contest and (ii) Buyer shall not settle such Tax Contest without the prior written consent of Buyer Seller (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller Each party hereto shall control and bear notify the cost other party in writing within 10 Business Days following receipt by such party of the conduct written notice of any auditpending or threatened audits, claimnotice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or controversy other claim which could affect the liability for Taxes of such other party (“Tax Contest”). The Seller shall have the right (and, with respect to the Tax Contest described on Schedule 3.9(d) of the Seller Disclosure Schedules, Seller shall have the obligation) to represent the interests of the Companies in any Tax Contest relating to any Tax for which Seller is responsible pursuant to Section 6.5(a)periods ending on or before the Closing Date; provided, however, that the Seller shall keep the Purchaser fully and completely informed with respect thereto, the Purchaser shall be entitled to participate in such Tax Contest and the Seller may not settle or compromise otherwise dispose of any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the prior written consent of Buyer (the Purchaser, which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed. Buyer In the case of a Tax Contest for a Straddle Period, the Seller shall control all other be entitled to participate in such Tax Contests relating to Contest and none of the Purchaser, any Acquired Company of its Affiliates or the Business Companies may settle or the Acquired Assets. Notwithstanding the foregoing, if otherwise dispose of any such Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for may have a liability under this Agreement without the prior written consent of the Seller, which Buyer is responsible pursuant to Section 6.5(a)consent shall not be unreasonably withheld, the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including conditioned or delayed. Any dispute with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue thereto shall be entered into without resolved by an accounting firm selected in the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting manner set forth in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilitySection 2.7(c).

Tax Contests. Seller The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Party who has responsibility for filing the Tax Return under this Agreement with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the Parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and bear the cost of the conduct of any auditsimilar proceedings, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that if such contest would be reasonably expected to result in a material increase in the tax liability related to the Assets, for which Purchaser would be liable, Purchaser may participate in the conduct of such contest and Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date contest without the consent of Buyer (Purchaser, which consent shall not be unreasonably withheld, delayed . If no Tax Return is or conditioned). Buyer shall control all other Tax Contests relating was required to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)be filed in respect of an Indemnity Issue, the parties Indemnifying Party shall jointly conduct such Tax Contest, with each be treated as the responsible party being entitled to control such Tax Contest (including with respect thereto. The responsible party agrees to any possible settlements or compromises) with respect to any issues which could result cooperate in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred Indemnity Issue with the other Party and to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take such other Party's interests into account the positions of both parties with due regard for the amount of each party’s potential liabilityaccount.

Tax Contests. Seller The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Party who has responsibility for filing the Tax Return under this Agreement with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the Parties hereto how such matter is to be dealt with and finally resolved with the appropriate Tax Authority and shall control all audits and bear the cost of the conduct of any auditsimilar proceedings, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that if such contest would be reasonably expected to result in a material increase in the tax liability (i) of Maquiladora or (ii) related to the Assets, for which Purchaser would be liable, Purchaser may participate in the conduct of such contest and Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date contest without the consent of Buyer (Purchaser, which consent shall not be unreasonably withheld, delayed . If no Tax Return is or conditioned). Buyer shall control all other Tax Contests relating was required to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a)be filed in respect of an Indemnity Issue, the parties Indemnifying Party shall jointly conduct such Tax Contest, with each be treated as the responsible party being entitled to control such Tax Contest (including with respect thereto. The responsible party agrees to any possible settlements or compromises) with respect to any issues which could result cooperate in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred Indemnity Issue with the other Party and to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take such other Party's interests into account the positions of both parties with due regard for the amount of each party’s potential liabilityaccount.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Bay Area Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The party who has responsibility for filing the Tax Return under this Agreement (the "Responsible Party") with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and bear similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the cost Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If Newco is the Responsible Party and if either (x) the Taxes at issue in the aggregate may equal or exceed $50,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis) or (y) the Indemnity Issue relates to the qualification of the conduct Contribution or the Distribution as transactions described in Sections 351 and 355 of any auditthe Code and/or a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code or the Merger as a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code, claim, dispute or controversy (“Tax Contest”i) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller Newco shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date Indemnity Issue without the prior written consent of Buyer (the Acquiror, which consent shall not be unreasonably withheld, delayed or conditioned). Buyer (ii) the Acquiror, and counsel of its own choosing, shall control have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) Newco shall inform the Acquiror, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other Tax Contests proceedings relating to such Indemnity Issue, (iv) the Acquiror shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any Acquired Company such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) Newco shall provide to the Acquiror all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(acase may be), the parties relevant Taxing Authority or courts and (vi) Newco shall jointly conduct not file or submit any protests, briefs, responses, petitions or other documents relating to such Tax ContestIndemnity Issue with such relevant Taxing Authority or courts without the prior written consent of the Acquiror, with each party being entitled which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Agreement, if Newco has materially satisfied its obligations under this Agreement and if the Company fails to permit Newco to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; Indemnity Issue relating to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct qualification of the Contribution and Distribution as transactions described in Sections 351 and 355 of the Code and/or a "reorganization" within the meaning of Section 368(a)(1)(D) of the Code or the qualification of the Merger as a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code, then Newco shall not be liable for and shall not indemnify the Company Group for any Tax Contest with respect to such issue, and no settlement or compromise Deficiency resulting from an adverse determination of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityIndemnity Issue.

Tax Contests. Seller The Purchaser shall control and bear promptly notify the cost Equity Sellers Representative in writing upon receipt by the Purchaser, a Taxpayer or any of their Affiliates of a written notice (the conduct “Tax Claim Notice”) of any audit, claim, dispute pending or controversy threatened Tax audits or assessments for which the Sellers may have liability pursuant to this Agreement (“Tax ContestContest Claims”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller no failure or delay by the Purchaser to provide notice of a Tax Contest Claim shall not settle reduce or compromise otherwise affect the obligation of the Sellers hereunder except to the extent the Sellers are prejudiced thereby. The Purchaser and the Equity Sellers Representative shall cooperate with each other in the conduct of any Tax Contest Claim. The Equity Sellers Representative shall have the right to control the conduct of any Tax Contest Claim if it exercises such right by delivering a written notice to such effect to the Purchaser within ten (10) business days after receipt of the Tax Claim Notice with respect to the Tax Contest Claim in question, provided that: (i) the Equity Sellers Representative shall keep the Purchaser informed regarding the progress and substantive aspects of any Tax Contest Claim, including providing the Purchaser with all written materials relating to such Tax proceeding received from and submitted to the relevant Taxing Authority within ten (10) business days of receipt or submission of such materials, (ii) the Purchaser shall have an opportunity to comment on any written materials prepared in connection with any Sellers’ Tax Contest in a manner that could reasonably be expected Claim at least five (5) business days prior to adversely affect submission and (iii) shall have the right to attend any conferences relating to any Tax liability of Buyer, the Acquired Companies, Contest Claim and their respective affiliates for any taxable period ending after the Closing Date without the to consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed) to any compromise or settlement, in each case, if such Tax Contest Claim could reasonably be expected to have any material adverse effect on any of the Purchaser or any of the Taxpayers or any of their affiliates in any Post-Closing tax period. Buyer Except as otherwise provided above in this Section 11.5, Purchaser shall be entitled to control all other Tax Contests relating to any Acquired Company examinations, audits, or the Business administrative, judicial or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including other proceedings with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityTaxes.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Other Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller Each of Seller, Parent and Buyer shall control and bear notify the cost other Parties in writing within thirty (30) calendar days of the conduct its receipt of written notice of any auditpending or threatened Tax examination, claim, dispute audit or controversy other administrative or judicial proceeding (a “Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect result in an indemnification obligation under Section 7.02 or Section 7.03 of such other Party pursuant to this Section 7.04(b). If the recipient of such notice of a Tax liability of BuyerContest fails to provide such notice to the other Parties, the Acquired Companies, and their respective affiliates it shall not be entitled to indemnification for any taxable Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have actually prejudiced the indemnifying Party. If a Tax Contest relates to any Tax period ending after on or prior to the Closing Date or to any Taxes for which Seller or Parent is liable in full hereunder, Seller or Parent, as the case may be, shall at its expense control the defense and settlement of such Tax Contest; provided that (i) Buyer shall be entitled to participate in such Tax Contest at its own expense, and (ii) Seller and Parent shall keep Buyer fully informed of any material developments, provide Buyer with copies of all material correspondence, and allow Buyer to observe the conduct of any Tax Contest (through attendance at meetings) at Buyer's expense, including through Buyer's own counsel and/or other professional experts. Buyer shall control the defense and settlement of all other Tax Contests; provided that Seller and Parent shall be entitled to participate (at their own expense), and Buyer shall not settle, without the prior written consent of Buyer Seller or Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(adelayed), the parties shall jointly conduct such Tax Contest, with each party being entitled to control any such Tax Contest (including with respect that could reasonably be expected to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; of Seller or Parent pursuant to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct terms of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilitythis Agreement.

Tax Contests. Seller shall control and bear the cost If a notice of the conduct of any deficiency, proposed adjustment, adjustment, assessment, audit, claimexamination, administrative or court proceeding, suit, dispute or controversy other claim is delivered, sent, commenced or initiated to or against the Company by any Governmental Authority with respect to Taxes (“a "Tax Contest”Claim") relating for which the Buyer is entitled to indemnification from the Stockholders, the Buyer shall promptly notify the Stockholder -57- Representative in writing of the Tax Claim. Except as otherwise provided in this Section 9.04, if any Tax for which Seller Claim is responsible pursuant delivered, sent, commenced or initiated against the Company by any Governmental Authority, the Buyer shall be entitled to Section 6.5(a); providedcontrol, howeverdefend, that Seller settle, compromise or contest such Tax Claim but shall not settle enter into any settlement or compromise other disposition of any such Tax Contest in Claim that relates to a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date Straddle Period without the consent of Buyer (Stockholder Representative's prior written consent, which consent shall not be unreasonably withheld. If such Tax Claim relates to a Pre-Closing Period, delayed the Stockholder Representative shall be entitled to control, defend, settle, compromise, or conditioned). contest such Tax Claim; provided, however, that, notwithstanding anything to the contrary in this Agreement, (i) at its own cost and expense, the Buyer shall control all other Tax Contests relating have the right to any Acquired Company or participate in (but not control) the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct defense of such Tax ContestClaim; (ii) the Stockholder Representative shall keep the Buyer fully informed of any proceedings, events and developments related to or in connection with each party being such Tax Claim; (iii) the Buyer shall be entitled to control receive promptly copies of all correspondence and documents related to such Tax Contest Claim; and (including iv) the Stockholder Representative shall consult with respect to the Buyer and shall not enter into any possible settlements settlement or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that other disposition of any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into Claim without the Buyer's prior written consent, which consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall not be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityunreasonably withheld.

Tax Contests. Following Closing, the Purchaser and the Acquired Companies and the Blockers, on the one hand, and the Seller Representative or any Seller, on the other hand, shall promptly notify each other upon receipt by such Party of written notice of any inquiry, claim, assessment, audit, or similar event relating to a Seller Tax Return (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so notify the other Party of any Tax Contest shall not relieve such other Party of any Liability with respect to such Tax Contest except to the extent such Party was actually prejudiced as a result thereof. The Seller Representative or the applicable Seller(s) shall have the right to control and bear the cost of the conduct of any audit, claim, dispute or controversy Tax Contest relating to a Seller Tax Return (a “Seller Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that (i) the Seller Representative shall keep the Purchaser reasonably informed regarding the progress and substantive aspects of any Seller Tax Contest, (ii) the Purchaser, at its own cost and expense, shall be entitled to participate in any Seller Tax Contest; (iii) the Seller Representative and the Sellers shall not compromise or settle or compromise any such Seller Tax Contest in a manner that the outcome of which could reasonably be expected to adversely affect the Tax liability of Buyer, Purchaser in any material respect without obtaining the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the Purchaser’s prior written consent of Buyer (which consent shall may not be unreasonably withheld, delayed conditioned or conditioneddelayed). Buyer ; and (iv) the Company, in the sole discretion of the Purchaser, shall control all other make a “push out” election under Section 6226 of the Code (and any corresponding election available under applicable state or local Applicable Law) for any Pre-Closing Tax Contests relating to any Acquired Period of the Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct Straddle Period of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityCompany.

Tax Contests. Seller shall control and bear In the cost of the conduct event that any Governmental Authority informs a Party of any audit, claimlitigation, dispute dispute, or controversy other proceeding with respect to Taxes attributable to a Pre-Closing Tax Period or Straddle Period (collectively, a “Tax Contest”), the Party so informed shall notify the other Party of such matter promptly, and in all events within five (5) Business Days, after receiving notice of such Tax Contest; provided that failure to promptly notify shall not reduce the other Party’s indemnity obligation hereunder except to the extent such Party’s ability to defend against such matter is actually prejudiced thereby. Agent shall, at Sellers’ cost and expense, control the conduct and defense of any Tax Contest relating to Tax matters of the Company for periods ending on or before the Closing Date, and Agent shall, at Sellers’ cost and expense, control the conduct and defense of any Tax Contest relating to Tax matters of the Company for which Seller is responsible pursuant to Section 6.5(a)any Straddle Period; provided, however, that Seller Parent may, at its option, elect to jointly control such Tax Contest, at its own cost and expense, related to any Straddle Period and, if the Company could be held liable for any Tax obligations related thereto, any Pre-Closing Tax Period. Each Party shall, however, keep the other Party informed of all developments on a timely basis, shall not settle or compromise provide the other Party with copies of any and all written correspondence received from the Governmental Authority related to such Tax Contest in a manner that could reasonably be expected and shall provide the other Party with the opportunity to adversely affect attend conferences, hearings and other meetings with or involving the Governmental Authority and to review and provide comments with respect to written responses provided to the Governmental Authority with respect to such Tax liability of Buyer, Contest. Each Party shall consult the Acquired Companies, other Party and their respective affiliates for any taxable period ending after obtain the Closing Date without the other Party’s consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). Buyer shall control all other Tax Contests relating delayed) prior to accepting any Acquired Company proposed adjustment or the Business entering into any settlement or the Acquired Assets. Notwithstanding the foregoing, if agreement in compromise regarding any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both partiesproposed adjustment, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or agreement in compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred would give rise to an indemnification obligation pursuant to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions terms of both parties with due regard for the amount of each party’s potential liabilitythis Agreement.

Tax Contests. Seller (a) The Sellers shall control and bear the cost of the conduct of any auditaudit or other administrative or judicial proceeding with respect to Taxes relating to Prime, claimthe FDS Assets, dispute the GE/Macy's Assets, the May Assets or controversy the Business (“a "Tax Contest”") relating solely to the extent of any issues for which the Sellers have an indemnification obligation under this Agreement (other than with respect to a Straddle Period or a Tax Contest involving a consolidated, combined, affiliated or unitary Tax Return which includes the Purchaser or any Affiliate thereof (including Prime), which Tax Contest shall be conducted as provided in clauses (b)-(c) below), and the Purchaser shall control the conduct of all other Tax Contests with respect to any Tax for which Seller is responsible pursuant Liability relating to Section 6.5(a)Prime, the FDS Assets, the GE/Macy's Assets, the May Assets or the Business; (b) in the case of any Tax Contest with respect to a Straddle Period, the controlling party shall be whichever of the Purchaser, on the one hand, or the Sellers, on the other hand, would bear the greater Tax Liability with respect to such Tax Contest if the Governmental Authority was successful in such proceeding; provided, however, that Seller neither party shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the prior written consent of Buyer (the other party, which consent shall not be unreasonably withheldwithheld and (c) neither any Seller nor any Affiliate thereof shall be entitled to (i) review any consolidated, delayed combined, affiliated or conditioned). Buyer shall control all other unitary Tax Contests relating to Return which includes the Purchaser or any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(aAffiliate thereof (including Prime), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest or (including with respect to ii) participate in any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issueany consolidated, and no settlement combined, affiliated or compromise of such issue shall be entered into without unitary Tax Return which includes the consent of both parties. Disputes regarding the conduct of Purchaser or any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityAffiliate thereof (including Prime).

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“ Tax Contest “Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); providedprovided , howeverhowever , that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller shall control and bear the cost Each of the conduct Parties shall promptly notify each other upon receipt by such party of written notice of any auditinquiries, claims, assessments, audits or similar events with respect to Taxes or Tax Returns of the AMID Entities (any such inquiry, claim, dispute assessment, audit or controversy (similar event, a “Tax Contest”) relating to a Pre-Closing Tax Period. Any failure to so notify the other Party of any Tax Contest shall not relieve such other Party of any liability with respect to such Tax Contest except to the extent such Party was actually prejudiced as a result thereof. If Seller shall be fully liable for which any liabilities resulting from any Tax Contest, Seller is responsible pursuant to Section 6.5(a); shall have sole control of the conduct of such Tax Contest, including any settlement or compromise thereof, provided, however, that Seller shall not settle or compromise keep HPIP reasonably informed of the progress of any such Tax Contest in a manner that could reasonably be expected to adversely affect the and shall not effect any such settlement or compromise of any such Tax liability of BuyerContest without obtaining HPIP’s prior written consent thereto, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, provided further that if any Tax Contest involves Taxes for which of the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control issues raised in such Tax Contest (including with respect to could have an impact on Taxes or Tax Returns of any possible settlements AMID Entity for any Tax period or compromises) with respect to any issues which could result in liability for which such party is responsible; to portion thereof beginning on or after the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both partiesClosing Date, the parties then HPIP and Seller shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise resolution of such issue portion of such Tax Contest. Except as otherwise provided in this Section 5.6(d), HPIP shall be entered into without have the consent of both parties. Disputes regarding sole right to control the conduct of any Tax Contest; provided, however, that if any of the issues raised in such Tax Contest that is could have an impact on Taxes or Tax Returns of any AMID Entity for any Tax period beginning on or before the Closing Date, then HPIP and Seller shall jointly conducted control the conduct and resolution of such portion of such Tax Contest, and AMID shall not effect any settlement or compromise of any such Tax Contest without obtaining Seller’s prior written consent thereto, which shall not be referred to unreasonably withheld or delayed. In the Independent Accountant for resolution if event of any conflict or overlap between the parties are unable to reach agreement after attempting in good faith to do so; provisions of this Section 5.6(d) and the Independent Accountant provisions of Section 6.4, the provisions of this Section 5.6(d) shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilitycontrol.

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a6.4(a); , provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, any Acquired Company or the Acquired Companies, and their respective affiliates Transferred IP for any taxable period ending after the other than a Pre-Closing Date Tax Period without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired AssetsTransferred IP. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a6.4(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a6.4(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller shall control and bear the cost of the conduct of Whenever any audit, Tax Authority asserts a claim, dispute makes an assessment, or controversy (“Tax Contest”) relating to any Tax otherwise disputes the amount of Taxes for which Seller is responsible pursuant the Company Shareholders are or may be liable under Section 8.2, the Purchaser or the Shareholder Representative shall, if informed of such an assertion, promptly inform the other party, and the Shareholder Representative shall have the right to Section 6.5(a)control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which the Company Shareholders may be liable under this Agreement; provided, however, that Seller shall not settle if such proceeding or compromise any such Tax Contest in a manner that could settlement would reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates Purchaser or the Surviving Corporation for Taxes for any taxable period ending (or portion thereof) beginning after the Closing Date Date, the Purchaser shall have the right to participate, at its own expense, in such proceeding and such settlement shall not be agreed to without the consent of Buyer (the Purchaser, which consent shall will not be unreasonably withheld, delayed withheld or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assetsdelayed. Notwithstanding the foregoing, if whenever any Tax Contest involves Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes relating to a Straddle Period, the Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except to the extent such proceedings would reasonably be expected to affect the amount of Taxes for which the Seller is responsible pursuant Company Shareholders are liable under Section 8.2, in which case such settlement shall not be agreed to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), by the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into Purchaser without the consent of both partiesthe Shareholder Representative, which consent will not be unreasonably withheld or delayed. Disputes regarding For the conduct avoidance of doubt, in the event of any Tax Contest that is jointly conducted conflict between this Section 5.15(c) and Section 9.5, the procedures set forth in this Section 5.15(c) shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilitycontrol.

Tax Contests. Seller shall control and bear the cost of the conduct If any party receives notice of any audit, claim, dispute examination or controversy (“other Tax Contest”) relating to any proceeding from a Governmental Authority involving a Tax for which Seller is responsible pursuant to Section 6.5(aanother party may have liability under applicable Laws or hereunder (a “Tax Claim”), the party receiving such notice shall promptly notify the other parties of such Tax Claim; provided, however, that Seller failure to give such prompt notice of a Tax Claim shall relieve the party entitled to receive such prompt notice hereunder from its indemnity obligations under this Section 6.16 only if, and only to the extent that, such failure shall have actually prejudiced such party with respect to such Tax Claim. The party responsible under this Agreement for the Tax to which such Tax Claim relates (and Horizon in the case of a Tax Claim that could affect the amount of Transaction AMT) shall control all proceedings with respect to such Tax Claim; provided, however, that (i) the other party and counsel or other advisors of its own choosing shall have the right to participate fully in all aspects of the prosecution, defense and settlement of such Tax Claim if such party has a good faith basis to conclude that it or an Affiliate thereof faces a realistic possibility of liability (determined without regard to its indemnity rights under this Agreement) with respect thereto or that such Tax Claim could affect the amount of any refund of Taxes to which such party or an Affiliate of such party may be entitled, and (ii) the controlling party shall not settle or compromise any such Tax Contest in a manner that Claim without the prior written consent of the other party to the extent such settlement could reasonably be expected to adversely affect the Tax liability of Buyersuch other party or an Affiliate thereof, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller The Company, Buyer, and Seller, as applicable, shall control notify Buyer and bear Seller, as applicable, within thirty (30) days upon the cost receipt of any notice, or becoming aware, of any audit or other similar examination with respect to Taxes of the conduct Company for any Pre-Closing Tax Period (including, for the avoidance of doubt, any audit, claim, dispute or controversy Straddle Period) (a “Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, howeverthat no failure or delay of the Company or Buyer in providing such notice shall reduce or otherwise affect the obligations of Seller pursuant to this Agreement, except to the extent that Seller is prejudiced as a result of such failure or delay. In the case of a Tax Contest that relates to any Pre-Closing Tax Period (excluding any Tax Contest relating to a Straddle Period), Seller shall control the conduct of such Tax Contest; provided, that Buyer shall have the right to participate (at its sole expense) in any such Tax Contest and with counsel of its choosing. In the case of a Tax Contest that relates to a Straddle Period, Buyer shall control the conduct of such Tax Contest, including by selecting counsel of its choosing, and Seller shall have the right, but not the obligation, to participate (at Seller’s expense) in any such Tax Contest. If a Party controls any Tax Contest, it shall provide the other Party with copies of all correspondence from any Governmental Entity relating to such Tax Contest, permit the other Party to attend meetings and review and comment on submissions relating to any such Tax Contest, and shall consider in good faith any comments provided by the other Party (“Tax Contest Participation Rights”). The Party controlling such Tax Contest shall not settle or compromise any such otherwise resolve a Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the prior written consent of Buyer the other Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.“

Tax Contests. Buyer, the Company and their respective Affiliates, on the one hand, and Sellers, the Seller Representative and their respective Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of written notice of a pending or threatened Tax Contest relating to any Pass-Through Income Tax Return for any Pre-Closing Tax Period (a “Pre-Closing Tax Contest”). The Seller Representative shall have sole control over the conduct, defense, settlement and bear resolution of any Tax Contests relating to any Pre-Closing Tax Contest; provided, that (a) the cost of Sellers shall be responsible for any costs or other expenses attributable to the conduct of any audit, claim, dispute or controversy (“such Pre-Closing Tax Contest”, including any advisors’ fees incurred in connection therewith, (b) the Seller Representative shall keep Buyer reasonably informed of any procedural matters relating to any such Pre-Closing Tax for Contest, (c) Buyer shall have the right to participate, at its own cost and expense, in such Pre-Closing Tax Contest, which participation right shall include the right to review and comment upon all material submissions made in the course of such Pre-Closing Tax Contest, and (d) the Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller Representative shall not settle or compromise any material issue relating to such Pre-Closing Tax Contest in a manner that could reasonably be expected without Buyer’s consent (not to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). With respect to all Tax Contests for a Pre-Closing Tax Period (other than Pre-Closing Tax Contests), Buyer shall have sole control all other over the conduct, defense, settlement and resolution of such Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, Contest; provided that if any such Tax Contest involves commences after the Closing and relates to a liability for Taxes for which (other than sales, use or other similar Taxes that are due and payable prior to the Closing Date) taken into account in the determination of Closing Working Capital, Company Debt or Seller is responsible Transaction Expenses, in each case, as finalized pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a2.2(d), such finalized amounts shall be determined without reference to the parties shall jointly conduct outcome of any such Tax ContestContests. Notwithstanding anything to the contrary in this Agreement, with each party being Buyer shall be entitled to control such Tax Contest (including with respect cause, and require the Sellers and the Seller Representative to take any possible settlements or compromises) with respect necessary actions to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both partiescause, the parties shall jointly control the conduct Company to make any available election under Section 6226 of the Code (or any corresponding or similar provision of state, local or non-U.S. law) in connection with any Tax Contest with respect Contest. For any tax year that the Company is eligible to such issuetimely elect out of the provisions of subchapter C of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, and no settlement or compromise of such issue as subsequently amended, the Company shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilityso elect out.

Tax Contests. Seller (i) The Purchaser shall control and bear promptly notify the cost Member Representative upon receipt by the Purchaser or any of the conduct its Affiliates of written notice of any auditinquiry, claim, dispute assessment, audit, administrative or controversy (“Tax Contest”) judicial proceeding relating to any Tax Taxes for which Seller is responsible the Members are required to provide indemnification under Section 11.1, for any Taxes for which the Members would include in their income on a flow through basis or for any claims for refunds of Taxes that are the property of the Members pursuant to Section 6.5(a7.11(i) (including claims related to refunds of any flow through Taxes) (each, a “Tax Matter”). So long as such Tax Matter relates solely to Taxes for taxable periods ending on or prior to the Closing Date and (i) relates to an income Tax Return or (ii) the Purchaser does not in good faith believe that the potential Purchaser Losses related to such Tax Matter could likely exceed the portion of the Indemnity Escrow Amount remaining in the Indemnity Escrow, and there is no Litigation Condition (other than clause (iii) of the definition of Litigation Condition) that would prevent an Indemnifying Party from controlling a Third Party Claim if Section 11.3 were to apply, the Member Representative shall have the authority, at expense of the Members, to represent the interests of the Company and the Subsidiaries with respect to such Tax Matter before any taxing authority diligently and in good faith and shall have the right to control the defense, settlement, compromise or other resolution of any Tax Matter; provided, however, that Seller shall not settle or compromise with respect to any such Tax Contest Matter, the Member Representative shall (A) not amend any Tax Return in a manner that which could reasonably be expected to adversely affect the Purchaser or any of its Affiliates without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, (B) in good faith, allow the Purchaser to participate in such Tax liability Matter and make comments to the Member Representative regarding the conduct of Buyeror positions taken with respect to such Tax Matter, (C) not enter into any settlement or compromise without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed and (D) not contact any customer, supplier or employee of the Purchaser or any other Indemnified Party except with the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Member Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter for which the Member Representative controls the defense, settlement, compromise or resolution thereof. If the Member Representative declines to represent the interests of the Company or any Subsidiary with respect to any Tax Matter or with respect to any other inquiry, claim, assessment, audit, administrative or judicial proceeding relating to Taxes for which the Members are required to provide indemnification hereunder (including from any escrow account), the Acquired CompaniesPurchaser may consent to the entry of any judgment or enter into any compromise or settlement with respect to such Tax Matter; provided, however, that the Purchaser shall keep the Member Representative fully and timely informed with respect to the commencement, status and nature of any Tax Matter for which the Purchaser controls the defense, settlement, compromise or resolution thereof, and their respective affiliates for will not consent to the entry of any taxable period ending after the Closing Date judgment or enter into any compromise or settlement with respect to a Tax Matter without the prior written consent of Buyer the Member Representative (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. Seller Each of Seller, Parent and Buyer shall control and bear notify the cost other Parties in writing within thirty (30) calendar days of the conduct its receipt of written notice of any auditpending or threatened Tax examination, claim, dispute audit or controversy other administrative or judicial proceeding (“a "Tax Contest”") relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect result in an indemnification obligation under Section 7.02 or Section 7.03 of such other Party pursuant to this Section 7.04(b). If the recipient of such notice of a Tax liability of BuyerContest fails to provide such notice to the other Parties, the Acquired Companies, and their respective affiliates it shall not be entitled to indemnification for any taxable Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have actually prejudiced the indemnifying Party. If a Tax Contest relates to any Tax period ending after on or prior to the Closing Date or to any Taxes for which Seller or Parent is liable in full hereunder, Seller or Parent, as the case may be, shall at its expense control the defense and settlement of such Tax Contest; provided that (i) Buyer shall be entitled to participate in such Tax Contest at its own expense, and (ii) Seller and Parent shall keep Buyer fully informed of any material developments, provide Buyer with copies of all material correspondence, and allow Buyer to observe the conduct of any Tax Contest (through attendance at meetings) at Buyer's expense, including through Buyer's own counsel and/or other professional experts. Buyer shall control the defense and settlement of all other Tax Contests; provided that Seller and Parent shall be entitled to participate (at their own expense), and Buyer shall not settle, without the prior written consent of Buyer Seller or Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(adelayed), the parties shall jointly conduct such Tax Contest, with each party being entitled to control any such Tax Contest (including with respect that could reasonably be expected to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; of Seller or Parent pursuant to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct terms of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liabilitythis Agreement.