Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the LLC which may give rise to a Tax liability of Buyer, Seller, or their respective shareholders and Affiliates, shall promptly notify such other parties within 10 Business Days of the receipt of such notice. Each of the parties agrees to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or other Proceeding to the extent that such Proceeding could affect a Tax liability of Buyer, Seller, or their respective shareholders and Affiliates. Seller shall have the right, at right to represent the expense of the Company Equity Holders (or, LLC in the case of any Tax Proceeding or other claim related and to Taxes which are indemnified pursuant employ counsel of its choice, but reasonably satisfactory to Section 6.2(h)Buyer, out of at its expense, but only to the Additional Escrow Account), extent such Proceeding pertains to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period periods ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, that would affect the Company Securityholder Representative shall inform the Surviving Pubco computation of the status Tax liability of any such proceedings, shall provide the Surviving Pubco (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shareholders. Buyer shall have the right to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, Proceeding at its own expense, and shall be entitled to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case disposition of any issue involved in such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes Proceeding which affects a potential liability of the Company or any of its Subsidiaries for a taxable period that includes but does LLC and would not end on affect the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative computation of the status Tax liability of any such proceedings, Seller’s shareholders. Both Buyer and Seller shall provide be entitled to represent their own interests in light of their responsibilities for the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representativerelated Taxes, at its their own expense, shall have the right to participate in, but not direct, the prosecution in any audit or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to other Proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 8.1(e), neither party shall, without the consent of the other, agree to any settlement described in this Section 7.1(e) with respect to any Tax if such settlement could adversely affect any Tax liability of the other party or its shareholders or Affiliates, such consent not to be unreasonably withheld.

Tax Proceedings. The Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company Securityholder Representative which may give rise to Liability of another Party hereto (including pursuant to the indemnification provisions of this Agreement), shall have the right, at the expense promptly notify such other Party within ten (10) business days of the Company Equity Holders (or, in receipt of such notice. The Parties each agree to consult with and to keep the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending Parties hereto informed on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of a regular basis regarding the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Tax audit or proceeding to the settlement extent that such audit or proceeding could affect a Liability of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that other Parties which could reasonably be expected a basis for a claim pursuant to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, indemnity obligations hereunder. The Seller Representative shall have the right to participate inrepresent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightreasonably satisfactory to Buyer, at its own the Sellers’ expense, but only to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the extent such audit or other adjustment or proposed adjustment relating proceeding pertains to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) periods ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, . Buyer shall have the right to participate inin such proceeding at its own expense, but not direct, and shall be entitled to control the prosecution or defense disposition of any issue involved in such proceeding which does not affect a potential Liability of the Sellers (including any indemnity obligation under this Agreement). Both the Buyer and the Sellers (through the Seller Representative) shall be entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.6, the Seller Representative shall not, without the Buyer’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax Liability of the Buyer, any Affiliate of the Buyer, or (with respect to any taxable period (or portion thereof) beginning after the Closing Date) the Company. Except as provided in this Section 6.6 the provisions of Article IX including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved.

Tax Proceedings. The Company Securityholder Representative (i) In the event that any audit or examination shall have be instituted, or any deficiency asserted or assessment made, or any administrative or court proceeding commenced by the rightIRS or any other taxing authority (a "Tax Proceeding") with respect to any taxable period ending prior to or on the Closing Date of which Parent has notice, at the expense Parent shall promptly cause written notice of the Company Equity Holders (orTax Proceeding to be forwarded to Times Mirror. Similarly, in the case Times Mirror shall promptly cause written notice of any Tax Proceeding or other claim related of which Times Mirror has notice relating to any indemnifiable Taxes which are indemnified pursuant to be forwarded to Parent. (ii) Times Mirror shall have the right to elect, at its sole option and expense, and subject to the provisions of this Section 6.2(h), out of the Additional Escrow Account11.6(f), to control represent the interests of HOL in the Tax Proceeding and collect, settle or pay any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, amount due or other adjustment or proposed adjustment relating owed by HOL with respect to any and all Taxes of the Company and its Subsidiaries for any taxable period ending prior to or on or before the Closing Date Date, with counsel of its choice reasonably satisfactory to Parent. In the event Times Mirror elects to represent HOL in the Tax Proceeding, Times Mirror shall within five (5) days (or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedsooner, however, if the Company Securityholder Representative shall inform the Surviving Pubco nature of the status Tax Proceeding so requires) notify Parent of any such proceedingsits intent to do so and Parent shall cause HOL to appoint Times Mirror as attorney in fact with the exclusive authority to represent HOL in the Tax Proceeding. Parent shall have (x) the right to participate fully in the Tax Proceeding, shall provide the Surviving Pubco (including through separate counsel of its own choosing at the Surviving Pubco’s its sole cost and expense, (y) with copies the right to receive reasonable advance notice from Times Mirror of any meetings, hearings or proceedings, and (z) the right, if possible, to review in advance and comment on any pleadings, correspondence and briefs, or other documents as the Surviving Pubco may reasonably request and to be filed. Times Mirror shall reasonably consult not enter into any settlement, closing or other agreement with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior Parent (not to the settlement of any be unreasonably withheld, conditioned or delayed) if such proceedings that could reasonably be expected to settlement, closing agreement or other agreement will adversely affect the Surviving Pubco Taxes payable by HOL for taxable periods (or an Acquired Company in any taxable period ending portions thereof) beginning after the Closing Date, which consent shall . If Times Mirror elects not be unreasonably conditioned, withheld or delayed; provided, further, that to represent HOL in the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate or fails to timely notify Parent of its election herein provided or contests its obligation to indemnify, then Parent may represent the interests of HOL in any other claim for refund, Tax Proceeding in any manner that it reasonably may deem appropriate. (iii) Parent and contest, resolve and defend against Times Mirror jointly shall represent the interests of HOL in any other assessment, notice of deficiency, or other adjustment or proposed adjustment Tax Proceeding relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that of HOL which includes (but does not begin or end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (Aon) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld . Any disputes regarding the conduct or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense resolution of any such Tax Proceeding controlled shall be resolved by the Surviving Pubco that relates Accounting Firm. The parties will instruct the Accounting Firm to a taxable period that includes but does not end reach its conclusion regarding any such dispute within 20 days after its appointment. The report of the Accounting Firm shall be final, binding and conclusive on Times Mirror and Parent. All costs, fees and expenses paid to third parties in the Closing Datecourse of such Tax Proceeding (including the fees of the Accounting Firm) shall be borne by Parent and Times Mirror in the same ratio as the ratio in which, pursuant to the terms of this Agreement (including Section 11.6(b) hereof), Parent and Times Mirror would share the responsibility for payment of the Taxes asserted by the taxing authority in such Tax Proceeding if such Tax Proceeding were sustained in its entirety.

Tax Proceedings. (i) The Company Securityholder Buyer shall promptly notify the Representative in writing upon receipt by the Buyer or any of its Affiliates (including the Companies) of notice of any Tax audits, examinations or assessments that could give rise to a liability for which the Sellers are responsible under Article VIII of this Agreement. The Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), right to control any Tax Proceedingsuch audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, examination or other adjustment or proposed adjustment relating proceeding to the extent that it relates to any and all Taxes of for which the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which Sellers are indemnified responsible pursuant to Section 6.2(h); providedArticle VIII of this Agreement (it being understood that if an audit, howeverexamination or proceeding relates to a Straddle Period, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate inin any such audit, examination or proceeding to the extent related to the Pre-Closing Tax Period, but if it is not directfeasible that the Representative participate in any such examination or proceeding, the prosecution Buyer shall, if and to the extent such matter is reasonably likely to materially adversely affect the Sellers, obtain the Representative’s consent, which shall not be unreasonably withheld, conditioned or delayed, prior to settling or compromising any such examination or proceeding), provided, that the Representative provides notice to the Buyer of its intent to control such proceeding within 20 days after receiving notice of such matter the Sellers shall have the right at their expense to participate in and control the conduct of such audit or proceeding; the Buyer also may participate in any such audit or proceeding and, if the Sellers do not assume the defense of any such Tax Proceedings controlled by audit or proceeding, the Company Securityholder RepresentativeBuyer may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after five days prior written notice to the Sellers setting forth the terms and conditions of settlement. In the Surviving Pubco event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Buyer would be liable, the Buyer shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the audit or other adjustment or proposed adjustment relating to Taxes proceeding with respect to an Acquired Company; providedthe latter issues. (ii) With respect to issues relating to a potential adjustment for which both the Sellers and the Buyer or any Company could be liable, that (i) both the Sellers and the Buyer may participate in the case audit or proceeding and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion for the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 9.03(d) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 9.03 by the Buyer and the Sellers. (iii) With respect to any Tax audit or proceeding for a taxable period that begins before the Closing Date, neither the Buyer nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to such audit or proceeding which would materially adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. The Buyer and the Sellers agree to cooperate, and the Buyer agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of any claim in any such Tax Proceedingaudits or proceeding. Except as provided above, claim for refund, contest, assessment, deficiency or the Buyer shall control all other adjustment or proposed adjustment matters relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateCompanies.

Tax Proceedings. (i) If a written notice of deficiency, audit, examination, or other administrative or judicial proceeding, in each case with respect to Taxes of Blocker, the Company or any Subsidiary for a Pre-Closing Tax Period or Straddle Period (a “Tax Proceeding”) is received from a Governmental Entity by New Pubco or any of its Affiliates, New Pubco shall give the Seller Representative written notice of such Tax Proceeding within ten (10) Business Days of receipt of such notice. (ii) The Company Securityholder Seller Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)its own expense, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Proceeding with respect to any and all Taxes of the Company and its Subsidiaries Pass-Through Tax Return for any taxable period ending on or before the Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Tax Period; provided, however, the Company Securityholder Seller Representative shall inform the Surviving New Pubco of the status of any such proceedingsTax Proceeding, shall provide the Surviving New Pubco (at the Surviving New Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving New Pubco may reasonably request and shall reasonably consult with the Surviving New Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving New Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving New Pubco or an Acquired the Company or any Subsidiary in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving New Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Seller Representative; and provided further, with respect to any such Pass-Through Tax Return, the Seller Representative shall, or shall cause the applicable Company Securityholder Representative. or Subsidiary of the Surviving Company to, make any available election under Code Section 6226 and corresponding provisions of state, local or foreign law, and to make such allocations and issue such notices, as are necessary to give effect to such election. (iii) New Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceeding with respect to an Acquired CompanyBlocker, the Company or any Subsidiary for any Pre-Closing Tax Period or any Straddle Period; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency Proceeding with respect to a Pre-Closing Tax Period or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date Straddle Period and which is not otherwise controlled by the Company Securityholder Seller Representative in accordance with this Section 6.2(e8.11(e), (A) the Surviving New Pubco shall provide keep the Company Securityholder Seller Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative reasonably informed of the status of any such proceedingsTax Proceeding, shall provide the Company Securityholder Seller Representative (at the Company Securityholder Seller Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Seller Representative may reasonably request, and shall consult with the Company Securityholder Seller Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Seller Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Seller Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateAffiliates, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Seller Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving New Pubco that relates to a taxable period that includes but does not end on the Pre-Closing DateTax Period or Straddle Period.

Tax Proceedings. The Company Securityholder Notwithstanding any other provision of this Agreement, the Representative shall have the right, at sole right in its discretion to elect to represent the expense interests of the Company Equity Holders (orGroup Companies and, in the case of each case, their direct and indirect owners in any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)claim, out of the Additional Escrow Account)audit, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyexamination, or other adjustment administrative or proposed adjustment court proceeding relating to any and all audits or assessments or other disputes (including any settlement or disposition thereof) regarding any Taxes of or any Tax Return filed by the Company and its Subsidiaries Group Companies with respect to Pre-Closing Tax Periods for any taxable period Pass-Through Income Tax Matter (a "PT-Tax Proceeding") ending on or before the Closing Date or relating to Taxes for which are indemnified any Designated Unitholder could be liable pursuant to Section 6.2(h2.09(c); provided that Buyer shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Representative; provided, howeverfurther, that (x) the Company Securityholder Representative shall inform not consent to the Surviving Pubco entry of any judgment, or settle, compromise or discharge any such claim, audit, examination, or administrative or court proceeding without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed) if such action would have the effect of increasing the present or future Tax Liability of the status Company, and (y) a "push out" election shall be made under Section 6226 of the Code and the applicable regulations promulgated thereunder to the extent permitted with respect to a PT-Tax Proceeding. The Representative and Buyer shall jointly control any PT-Tax Proceeding with respect to any Straddle Period; provided, that (x) neither the Representative nor Buyer shall consent to the entry of any such proceedingsjudgment, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadingsor settle, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of compromise or discharge any such proceedings and shall obtain claim, audit, examination, or administrative or court proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, other party (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), further, that and (y) a "push out" election shall be made under Section 6226 of the Surviving Pubco, at its own expense, shall have Code and the right applicable regulations promulgated thereunder to participate in, but not directthe extent permitted with respect to a PT-Tax Proceeding. After the Closing, the prosecution or defense Company and Buyer shall promptly notify the Representative, as applicable, in writing upon receiving notice from any Taxing Authority of the commencement of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other PT-Tax Proceeding, initiate any other claim for refundand Buyer shall take all action reasonably necessary (including providing a power of attorney) to enable the Representative, and contestas applicable, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that exercise its control rights as set forth in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date9.03.

Tax Proceedings. The (i) After the Closing Date, Buyer, on the one hand, and Parent, on the other hand (each a “Recipient”), shall promptly notify the other Party in writing upon receipt by the Recipient or any of its Affiliates (including in the case of Parent, any Asset Seller) of any written notice of any proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim that relates solely to the Taxes of a Company Securityholder Representative Entity or with respect to the Purchased Assets (“Tax Proceeding”) for any Pre-Closing Tax Period or Straddle Period. Such notice shall contain factual information describing any Tax Proceeding in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax Proceeding. Thereafter, each Recipient shall deliver to the other Party, as promptly as possible but in no event later than 15 days after Recipient’s receipt thereof, copies of all relevant notices and documents and any attachments thereto (including court papers) received by Recipient in respect of such Tax Proceeding. (ii) In the case of any Tax Proceeding relating to any Pre-Closing Tax Period, Parent shall have the right, at Parent’s expense, to control the conduct of such Tax Proceeding; provided that Buyer shall have the right to participate in such Tax Proceeding at Buyer’s expense and Parent shall keep Buyer reasonably informed of all material developments and events relating to such proceeding (including promptly forwarding copies to the Buyer and the Company Equity Holders Entities of any related correspondence and shall provide the Buyer and the Company Entities with an opportunity to review and comment on any material correspondence before Parent sends such correspondence to any Tax authority). Regardless of whether Buyer elects to participate, Parent shall not settle any such Tax Proceeding without the consent of Buyer (orsuch consent not to be unreasonably withheld, in conditioned or delayed). (iii) In the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes Straddle Period, Buyer shall, at ▇▇▇▇▇’s expense, control the conduct of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)such Tax Proceeding; provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Parent shall have the right, at its own Parent’s expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that participate in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment and Buyer shall keep Parent reasonably informed of all material developments and events relating to Taxes such proceeding (including promptly forwarding copies to Parent of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date related correspondence and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide Parent with an opportunity to review and comment on any material correspondence before ▇▇▇▇▇ sends such correspondence to any Tax authority). Regardless of whether Parent elects to participate, Buyer shall not settle such Tax Proceeding without the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateParent, which such consent shall not be unreasonably withheld, delayed or conditioned. (iv) This Section 5.5(f) shall govern the Parties’ rights with respect to Tax Proceedings, withheld notwithstanding Section 8.7 or delayed; provided, further, that any other provision of this Agreement to the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datecontrary.

Tax Proceedings. The Company Securityholder Representative shall have Buyers and their Affiliates will promptly (and in any event, within ten (10) days) notify the right, at the expense Stock Seller in writing upon receipt by any of the Company Equity Holders (or, in the case foregoing of any inquiries, claims, assessments, audits, examinations, or similar events with respect to Tax Proceeding Returns or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of any the Additional Escrow Account), to control Transferred Companies for any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating with respect to Taxes which are indemnified pursuant could be required to Section 6.2(hbe paid by Sellers under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, . Sellers will be entitled to control the Company Securityholder Representative shall inform the Surviving Pubco of the status defense of any such proceedings, shall provide Tax Matter that relates to any Tax period ending on or before the Surviving Pubco Closing Date (at the Surviving Pubco’s cost and expensea “Pre-Closing Tax Matter”) with copies of before any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Governmental Authority. Notwithstanding anything to the settlement contrary contained herein, for any Pre-Closing Tax Matter the resolution of which by any Governmental Authority would reasonably be expected to adversely affect either Buyers or any of the Transferred Companies, Buyers will be entitled to participate in the defense of any such proceedings Pre-Closing Tax Matter. With respect to any Tax Matter other than a Pre-Closing Tax Matter, Buyers and shall obtain Sellers will be entitled to jointly control the defense. (i) If Sellers assume and control the defense of any Pre-Closing Tax Matter, Buyers will cooperate with Sellers in pursuing such Pre-Closing Tax Matter and Sellers will keep Buyers reasonably informed of all material developments and events relating to such Pre-Closing Tax Matter, including, without limitation, promptly forwarding to Buyers all material correspondence related to such Pre-Closing Tax Matter; provided that if a proposed settlement or compromise of such Pre-Closing Tax Matter would adversely affect either any of Buyers or any of the Transferred Companies, then Sellers will not enter into such settlement or compromise of such Pre-Closing Tax Matter without the prior written consent of Buyers (which consent may not be unreasonably withheld, delayed, or conditioned). (ii) If Sellers do not elect to control or participate in the defense of any Tax Matter, Buyers will control the defense of such Tax Matter but will keep the Stock Seller informed of the progress of such Tax Matter including, without limitation, promptly forwarding to the Stock Seller all correspondence related to such Tax Matter. None of Buyers or any of their Affiliates may enter into any settlement or compromise of any Tax Matter, without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Stock Seller (which consent shall may not be unreasonably conditionedwithheld, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in conditioned). (iii) In the case of any Tax Matter jointly controlled by the parties, each party will (A) promptly provide the other party with a copy of all documents relating to such Tax Matter, (B) jointly prepare any written submissions in connection with such audit, examination or Tax Proceeding, claim for refund(C) jointly attend any conference with any Governmental Authority regarding such audit, contest, assessment, deficiency examination or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceedingTax Proceeding, and (BD) the Surviving Pubco shall inform the Company Securityholder Representative of the status of not settle or compromise any such proceedingsaudit, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain examination or Tax Proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period other party (or portion thereof) ending on or before the Closing Date, which consent shall will not be unreasonably withheld, delayed, or conditioned, withheld ). (iv) If there will be any conflicts or delayed; provided, further, that disparities between the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directprovisions of this Section 5.14(h) and other provisions in this Agreement, the prosecution provisions of this Section 5.14(h) will control with respect to Tax Matters. It is understood that, for purposes of this Section 5.14, the incurrence of additional Taxes, other than de minimus Taxes, for which a party is responsible as a matter of Law or defense of any pursuant to this Agreement constitutes a reasonable basis for such Tax Proceeding controlled by the Surviving Pubco that relates party to a taxable period that includes but does not end on the Closing Datewithhold consent.

Tax Proceedings. The Company Securityholder Representative shall have From and after the rightdate hereof until the Closing, at Seller is hereby authorized to commence any new proceeding or proceedings and/or continue any proceeding or proceedings now pending for the expense reduction of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out assessed valuation of the Additional Escrow Account), Property for fiscal years ending prior to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before fiscal year in which the Closing Date occurs and for the fiscal year in which the Closing occurs, and in Seller’s sole discretion at its sole cost and expense to litigate or relating to Taxes which are indemnified pursuant to Section 6.2(h)settle same; provided, however, the Company Securityholder Representative that (i) Seller shall inform the Surviving Pubco of the status of any not settle and such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior proceeding relating to the settlement of any such proceedings and shall obtain fiscal year in which the Closing occurs without Purchaser’s prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided) (ii) Purchaser shall be entitled to that portion of any refund relating to the period occurring from and after the Closing after payment to Seller of all reasonable costs and expenses, furtherincluding, that without limitation, reasonable attorneys’ fees and disbursements, incurred by Seller in obtaining such refund. Purchaser shall deliver to Seller, reasonably promptly after request therefor, receipted tax bills and canceled checks used in payment of such taxes and shall execute any and all consents or other documents, and do any act or thing necessary for the Surviving Pubco, at its own expense, collection of such refund by Seller. Any refunds or credits due for the periods prior to Purchaser’s ownership of the Property shall remain the sole property of Seller. Purchaser shall have the sole right to participate in, but not direct, prosecute any tax proceedings in respect of the Property relating to any fiscal year ending after the fiscal year in which the Closing occurs. Seller shall reasonably cooperate with Purchaser at no out-of-pocket expense to Seller in connection with the prosecution or defense of any such Tax Proceedings controlled by tax proceedings. If any application or proceeding is commenced under the Company Securityholder Representative. Industrial and Commercial Abatement Program (ICAP) before the Surviving Pubco New York City Department of Finance (or its successor) after the Closing, Seller shall have be entitled to the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case benefit of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating program to Taxes the extent received by Purchaser and applicable to Seller’s period of ownership of the Company or any Property. The provisions of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) 18 shall survive the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateClosing.

Tax Proceedings. The Company Securityholder Notwithstanding any other provision of this Agreement, the Representative shall have the right, at sole right in its discretion to elect to represent (A) the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes interests of the Company and its Subsidiaries and Arsenal Blocker in any claim, audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax Return filed by the Company or its Subsidiaries or Arsenal Blocker with respect to Pre-Closing Tax Periods (including any settlement or disposition thereof) ("Tax Proceeding"), if Buyer Indemnitees could make a claim against the Indemnification Escrow Amount under this Agreement with respect to such Tax Proceeding and (B) the interests of the Company and its Subsidiaries and its direct and indirect owners in any claim, audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax Return filed by the Company or its Subsidiaries with respect to Pre-Closing Tax Periods (including any settlement or disposition thereof) for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hPass-Through Income Tax Matter (a "PT-Tax Proceeding"); provided, howeverthat Buyer shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Company Securityholder Representative shall inform counsel employed by the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayedRepresentative; provided, further, that the Surviving Pubco, at its own expense, Representative shall have not consent to the right to participate in, but not direct, the prosecution or defense entry of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiencyjudgment, or other adjustment settle, compromise or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of discharge any such Tax Proceedingclaim, claim for refundaudit, contestexamination, assessment, deficiency or other adjustment administrative or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain court proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period Buyer (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that ) if such action would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company Securityholder Representative, at and its own expense, shall have Subsidiaries' or Arsenal Blocker. After the right to participate in, but not directClosing, the prosecution or defense Company and its Subsidiaries and Buyer shall promptly notify the Representative in writing upon receiving notice from any taxing authority of the commencement of any such Tax Proceeding controlled by or PT-Tax Proceeding, and Buyer shall take all action reasonably necessary (including providing a power of attorney) to enable the Surviving Pubco that relates Representative to a taxable period that includes but does not end on the Closing Dateexercise its control rights as set forth in this Section 8.03.

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Holders, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Date; provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the The Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative Seller and Purchaser shall have the right, at the expense give prompt notice to each other of the Company Equity Holders receipt by it or any of its Subsidiaries (or, in including the case Companies) of any proposed adjustment to Taxes and of the commencement of any Tax Proceeding audit, Tax examination or other claim related Tax litigation relating to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim a Company or Subsidiary for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable a period ending on or before prior to the Closing Date or relating to any Straddle Period (or for any subsequent period or portion thereof the resolution of which could affect the liability of Seller or a Company or a Subsidiary for Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of for any such proceedingsperiod or that could affect the liability of a Seller under any Transaction Agreement) (each, together with any related administrative appeal or litigation, a “Tax Proceeding”) within ten (10) Business Days after the receipt of such proposed adjustment or such Tax Proceeding. The failure of Purchaser or Seller to give notice to the other party of a Tax Proceeding as required by this Section 10 shall provide not affect such first party’s rights under this Agreement except to the Surviving Pubco extent that such failure is prejudicial to a defense of such Tax Proceeding. (at a) Subject to the Surviving Pubco’s cost provisions of this Section 10, Seller and expensePurchaser (i) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request shall (and shall reasonably consult cause their respective Subsidiaries, including the Companies, to) cooperate with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any each other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case conduct of any such Tax Proceeding, claim for refund, contest, assessment, deficiency and (ii) may participate in any such Tax Proceeding at its own expense. (b) Seller shall have the exclusive right to control the conduct and settlement of any Tax Proceeding involving a Company or other adjustment or proposed adjustment Subsidiary of a Company and relating to Taxes of the Company a period ending on or any of its Subsidiaries for a taxable period that includes but does not end on prior to the Closing Date (a “Seller Tax Contest”), including the right to pursue or forego any such Tax Proceeding or the continuation thereof, and which is not otherwise controlled Purchaser and the Company shall execute or cause to be executed powers of attorney or other necessary documents in order for Seller to exercise such control; provided, however, that (i) counsel for the Seller in any Seller Tax Contest shall consult in good faith with a single counsel selected by the Company Securityholder Representative Purchaser in accordance connection with this Section 6.2(e)the Seller Tax Contest and shall keep Purchaser reasonably informed regarding such Seller Tax Contest, (Aii) the Surviving Pubco Seller shall provide the Company Securityholder Representative written notice of not resolve or settle any Seller Tax Contest if such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the resolution or settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that would or could reasonably be expected anticipated to adversely affect the Company Securityholder Representative or the Company result in an increase in liability for Tax of Purchaser or any Subsidiary of its Subsidiaries in Purchaser (including the Companies) for any taxable period (or portion thereof) ending beginning on or before the after Closing Date, unless Purchaser consents to that resolution or settlement (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), furtherand (iii) the Seller shall deliver to Purchaser copies of all written communications to and from any Governmental Authority in respect of any such Seller Tax Contest and will give Purchaser the option to attend all conferences (telephonic or otherwise), that subject to Purchaser’s execution of a commercially reasonable confidentiality agreement. (c) Purchaser shall control the Company Securityholder Representative, at its own expense, shall have conduct and settlement of any Tax Proceeding (including the right to participate in, but not direct, the prosecution pursue or defense of forego any such Tax Proceeding controlled by or the Surviving Pubco continuation thereof) that relates to a taxable Straddle Period (a “Straddle Period Tax Contest”), and in the exercise of such control Purchaser shall act reasonably. In connection with any Straddle Period Tax Contest, (i) counsel for Purchaser shall consult in good faith with a single counsel selected by Seller, and shall keep the other counsel reasonably informed, (ii) any resolution or settlement of any Straddle Period Tax Contest shall require the consent of both Seller and Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Seller and Purchaser each shall deliver to the other copies of all written communications to and from any Governmental Authority in respect of any such Straddle Period Tax Contest and will give the other the option to attend all conferences (telephonic or otherwise), subject to the other’s execution of a commercially reasonable confidentiality agreement. (d) Purchaser shall have the exclusive right to control the conduct and settlement of any Tax Proceeding involving a Company or a Subsidiary of a Company relating to a period that includes but does not end beginning on or after, the Closing DateDate (a “Purchaser Tax Contest”), including the right to pursue or forego any such Tax Proceeding or the continuation thereof; provided, however, that, if, and only to the extent that, the resolution of a Purchaser Tax Contest could affect the liability of Seller or a Company or a Subsidiary of a Company for Taxes for any period or portion thereof ending on or prior to the Closing Date or affect the liability of a Seller under any Transaction Agreement, then (i) counsel for the Purchaser in any Purchaser Tax Contest shall consult in good faith with a single counsel selected by the Seller in connection with the Purchaser Tax Contest and shall keep Seller reasonably informed regarding such Purchaser Tax Contest, (ii) the Purchaser shall not resolve or settle any Purchaser Tax Contest if, and to the extent that, such resolution or settlement would or could reasonably be anticipated to result in an increase in liability for Tax of Seller for any period (or portion thereof) or affect the liability of Seller under any Transaction Agreement, unless Purchaser consents to that resolution or settlement (which consent shall not be unreasonably withheld, conditioned or delayed), and (iii) the Purchaser shall deliver to Seller copies of all written communications to and from any Governmental Authority in respect of any such Purchaser Tax Contest and will give Seller the option to attend all conferences (telephonic or otherwise), subject to Seller’s execution of a commercially reasonable confidentiality agreement, to the extent such communications or conferences relate to matters that could affect the liability of Seller or a Company or a Subsidiary of a Company for Taxes for any period or portion thereof ending on or prior to the Closing Date or affect the liability of a Seller under any Transaction Agreement. (e) Any disagreement between Purchaser and Seller regarding any approval required of one of them with respect to a Tax Proceeding shall be submitted to the Tax Arbitrator for resolution in accordance with the procedures of Section 3(e) hereof and, if applicable, Tax Returns affected thereby shall be filed and amended in accordance with the procedures of Section 3(f) hereof.

Tax Proceedings. The Company Securityholder Representative (i) In the event that any audit or examination shall have be instituted, or any deficiency asserted or assessment made, or any administrative or court proceeding commenced by the rightIRS or any other taxing authority (a "Tax Proceeding") with respect to any taxable period ending prior to or on the Closing Date of which Parent has notice, at the expense Parent shall promptly cause written notice of the Company Equity Holders (orTax Proceeding to be forwarded to CMI. Similarly, in the case CMI shall promptly cause written notice of any Tax Proceeding or other claim related of which CMI has notice relating to any indemnifiable Taxes which are indemnified pursuant to be forwarded to Parent. (ii) CMI shall have the right to elect, at its sole option and expense, and subject to the provisions of this Section 6.2(h), out of the Additional Escrow Account11.5(e), to control represent the interests of TDI in any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Proceeding with respect to any and all Taxes of the Company and its Subsidiaries for any taxable period ending prior to or on or before the Closing Date Date, with counsel of its choice reasonably satisfactory to Parent. In the event CMI elects to represent TDI in such Tax Proceeding, CMI shall within five (5) days (or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedsooner, however, if the Company Securityholder Representative shall inform the Surviving Pubco nature of the status Tax Proceeding so requires) notify Parent of any such proceedingsits intent to do so and Parent shall cause TDI to appoint CMI as attorney in fact with the exclusive authority to represent TDI in the Tax Proceeding. Parent shall have (x) the right to participate fully in the Tax Proceeding, shall provide the Surviving Pubco (including through separate counsel of its own choosing at the Surviving Pubco’s its sole cost and expense, (y) with copies the right to receive reasonable advance notice from CMI of any meetings, hearings or proceedings, and (z) the right, if possible, to review in advance and comment on any pleadings, correspondence and briefs, or other documents as the Surviving Pubco may reasonably request and to be filed. CMI shall reasonably consult not enter into any settlement, closing or other agreement with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior Parent (not to the settlement of any be unreasonably withheld, conditioned or delayed) if such proceedings that settlement, closing agreement or other agreement could reasonably be expected to adversely affect the Surviving Pubco Taxes payable by TDI for taxable periods (or an Acquired Company in any taxable period ending portions thereof) beginning after the Closing Date, which consent shall . If CMI elects not be unreasonably conditioned, withheld or delayed; provided, further, that to represent TDI in the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate or fails to timely notify Parent of its election herein provided or contests its obligation to indemnify, then Parent may represent the interests of TDI in any other claim for refund, Tax Proceeding in any manner that it reasonably may deem appropriate. (iii) Parent and contest, resolve and defend against CMI jointly shall represent the interests of TDI in any other assessment, notice of deficiency, or other adjustment or proposed adjustment Tax Proceeding relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that of TDI which includes (but does not begin or end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (Aon) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld . Any disputes regarding the conduct or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense resolution of any such Tax Proceeding controlled shall be resolved by the Surviving Pubco that relates Accounting Firm. The parties will instruct the Accounting Firm to a taxable period that includes but does not end reach its conclusion regarding any such dispute within 20 days after its appointment. The report of the Accounting Firm shall be final, binding and conclusive on CMI and Parent. All costs, fees and expenses paid to third parties in the Closing Datecourse of such Tax Proceeding (including the fees of the Accounting Firm) shall be borne by Parent and CMI in the same ratio as the ratio in which, pursuant to the terms of this Agreement (including Section 11.5(b) hereof), Parent and CMI would share the responsibility for payment of the Taxes asserted by the taxing authority in such Tax Proceeding if such Tax Proceeding were sustained in its entirety.

Tax Proceedings. The Company Securityholder Representative After the Closing Date, Buyer shall have notify the right, at Equityholder within thirty (30) days following the expense of the Company Equity Holders (or, in the case receipt of any Tax Proceeding written notice by Buyer or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)an Affiliate of Buyer (including, out following the Closing, the Company) that involves the assertion of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against or the commencement of any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Proceeding involving Taxes of the Company and its Subsidiaries or in respect of the B&I GPO Business for any Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period). The Equityholder shall have the right to control (at its sole cost and expense) any Tax Proceeding that relates solely to a taxable period of the Company or in respect of the B&I GPO Business ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h(each, a “Pre-Closing Tax Proceeding”); provided, howeverthat (i) Buyer shall have the right (at its sole cost and expense) to participate fully in any Pre-Closing Tax Proceeding, (ii) the Company Securityholder Representative Equityholder shall inform the Surviving Pubco of keep Buyer reasonably informed regarding the status of any Pre-Closing Tax Proceeding, (iii) the Equityholder shall control such proceedingsPre-Closing Tax Proceeding in good faith, and (iv) the Equityholder shall provide not settle or resolve a Pre-Closing Tax Proceeding that relates to a Pre-Closing Tax Period if such settlement or resolution would reasonably be expected to increase the Surviving Pubco Tax Liability of Buyer or any of its Affiliates (at including after the Surviving Pubco’s cost and expenseClosing, the Company) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, . Buyer shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Proceeding involving Taxes of the Company or in respect of the B&I GPO Business for any of Straddle Period (“Straddle Period Tax Proceeding”); provided, that (i) Equityholder shall have the right (at its Subsidiaries for a taxable period that includes but does not end on the Closing Date sole cost and which is not otherwise controlled by the Company Securityholder Representative expense) to participate fully in accordance with this Section 6.2(e)any Straddle Period Tax Proceeding, (Aii) the Surviving Pubco Buyer shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of keep Equityholder reasonably informed regarding the status of any Straddle Period Tax Proceeding, (iii) the Buyer shall control such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably requestStraddle Period Tax Proceeding in good faith, and (iv) the Buyer shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain not settle or resolve a Straddle Period Tax Proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateEquityholder, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (i) The Purchaser shall promptly (and in any event within ten (10) Business Days) notify the Seller in writing upon receipt by the Purchaser, any of its Affiliates or, after the Closing Date, the Company, of notice of any proposed, pending or threatened Tax audits or assessments relating to any taxable period of the Company Securityholder Representative ending on or before the Locked Box Date or relating to a Tax for which the Seller may be liable pursuant to this Agreement; provided that failure to comply with this provision shall not affect any Purchaser Indemnified Party’s right to indemnification hereunder, and (ii) the Seller shall promptly (and in any event within ten (10) Business Days) notify the Purchaser in writing upon receipt by the Seller, any of their Affiliates or, prior to the Closing Date, the Company, of notice of any Tax audits or assessments that relate to the Company, in each case in (i) and (ii), such notice shall be deemed to be a Claim Notice for purposes of Article 10. (b) Upon written notice to the Purchaser, the Seller shall have the right, at the expense of Seller’s expense, to represent the Company Equity Holders (or, Company’s interests in the case of any Tax Proceeding audit, controversy, dispute or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any proceeding (“Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment ”) relating to any and all Taxes of the Company and its Subsidiaries for any a taxable period ending on or before the Closing Locked Box Date that would not have a material adverse impact on the Liability for Taxes for any Post-Locked Box Tax Period of the Purchaser, its Affiliates, or relating to Taxes which are indemnified pursuant to Section 6.2(h)the Company. The Seller shall employ counsel of the Seller’s choice at the Seller’s expense; provided, howeverthat the Purchaser shall be permitted to be present at, and to participate in, any such Tax Proceeding, including the review of any correspondence and providing reasonable comments to any documents related to such Tax Proceeding. Notwithstanding the foregoing, the Company Securityholder Representative Seller shall inform not be entitled to settle, either administratively or after the Surviving Pubco commencement of any Tax Proceeding, any claim for Taxes which would adversely affect in any material respect the Liability for Taxes for any Post-Locked Box Tax Period of the status of any such proceedingsPurchaser, shall provide its Affiliates, or the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Company without the prior written consent of the Surviving Pubco prior Purchaser. (c) Upon written notice to the settlement of any such proceedings that could reasonably be expected to adversely affect Seller, the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Purchaser shall have the right to participate in, but not direct, represent its and the prosecution or defense of Company’s interests in any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment Proceeding relating to a Straddle Tax Period or relating to a taxable period ending on or before the Locked Box Date that would have a material adverse impact on the Liability for Taxes with respect for any Post-Locked Box Tax Period of the Purchaser, its Affiliates or the Company. The Purchaser shall employ counsel of the Purchaser’s choice, provided that Seller shall be permitted at the Seller’s expense to an Acquired Company; providedbe present at, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of including the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status review of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior related to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceeding.

Tax Proceedings. The Company Securityholder Representative (a) Following the Closing, the Buyer, on the one hand, and the Sellers, on the other hand (each, the “Recipient,” and together, the “Contest Parties”), shall have notify the right, at other Contest Party within ten (10) Business Days of receipt by the expense Recipient of the Company Equity Holders (or, in the case written notice of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out in respect of the Additional Escrow Account), to control Real Property or any Tax Proceeding, initiate Company or Subsidiary of any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment Company relating to any Pre-Closing Tax Period. In addition to the foregoing, each Contest Party shall promptly provide to the other Contest Party copies of all written notices and other documents received from the applicable Governmental Entity (provided that the Contest Party receiving such notice or other document may redact from such copies information not reasonably related to or necessary for prosecuting such Tax Proceeding). (b) The Sellers shall, at their expense, control the defense and settlement of all Taxes Tax Proceedings in respect of the Real Property or any Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes any Pre-Closing Tax Period (other than with respect to a Straddle Period, which are indemnified pursuant to is addressed is Section 6.2(h8.5(c)); provided, however, that the Company Securityholder Representative Sellers shall inform (i) consult in good faith with the Surviving Pubco Buyer before taking any action in connection with such Tax Proceeding that might adversely affect the Buyer or the Companies, (ii) conduct such Tax Proceeding diligently and in good faith, and (iii) not settle, discharge, compromise, or otherwise dispose (collectively, “dispose”) of such Tax Proceeding if such disposition would result in, or otherwise involve, any liability for Taxes of the status of any such proceedings, shall provide Buyer or the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Companies without obtaining the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. (c) The Buyer shall, at its expense, control the defense and settlement of all Tax Proceedings in respect of the Real Property or any Company relating to any Straddle Period; provided, furtherhowever, that the Surviving PubcoBuyer shall (i) consult in good faith with the Sellers before taking any action in connection with such Tax Proceeding that might adversely affect the Sellers, at its own expense(ii) conduct such Tax Proceeding diligently and in good faith, shall have the right to participate and (iii) not dispose of such Tax Proceeding if such disposition would result in, but not director otherwise involve, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim liability for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain Sellers without obtaining the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. (d) Any refunds or savings in the payment of Taxes resulting from such Tax Proceedings applicable to the period prior to the date of the Closing shall belong to and be the property of the Sellers, and any refunds or savings in the payment of taxes applicable to the period from and after the date of the Closing shall belong to and be the property of the Buyer; provided, furtherhowever, that with respect to any Tenants who were in occupancy of the Company Securityholder Representative, at its own expense, shall have Real Property during the right period for which any Tax refunds or savings are applicable and continued to participate in, but not direct, be in occupancy of the prosecution or defense of Real Property for any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on from and after the Closing Date, if any such refund creates an obligation to reimburse any such Tenants for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall be paid to the Companies and the Buyer shall cause the Companies, at the Buyer’s election, either (i) to disburse the same to such Tenants or (ii) to credit the Tenants the same against the next installments of such Tenant’s Additional Rents. All reasonable attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regarding to any amounts reimbursable to Tenants). (e) The provisions of this Section 8.5 shall survive the Closing.

Tax Proceedings. (a) The Company Securityholder Representative shall have the rightDaily Mail Parties and Purchaser, at the expense of the Company Equity Holders (or, in as the case may be, shall as soon as reasonably practicable (but in any event no later than 15 days) notify the other party in writing upon receipt by it or any of its Affiliates of any communication from a Governmental Entity concerning any initiated or threatened Tax Proceeding that could reasonably be expected to result in a claim in respect of Taxes under this Agreement. (b) Parent shall control and defend the conduct of any Tax Proceeding or other claim related that relates to Indemnifiable Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim solely for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any a taxable period ending on or before the Closing Date Date; provided that (A) Parent shall keep Purchaser fully informed regarding the progress and substantive aspects of such Tax Proceeding, (B) Purchaser may, at its own cost, participate in any meeting or relating Tax Proceeding, and (C) Parent shall not settle or consent to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status entry of any order, ruling, decision, or other similar determination or finding with respect to any such proceedingsTax Proceeding without Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (c) Purchaser shall provide control and defend the Surviving Pubco conduct of any other Tax Proceedings; provided that for any Tax Proceedings that relate to any Indemnifiable Tax (A) Purchaser shall defend such Tax Proceeding diligently and in good faith, (B) Parent shall be entitled to participate in such Tax Proceeding (at the Surviving Pubco’s cost and its own expense) with copies and Purchaser shall keep Parent fully informed regarding the progress and substantive aspects of such Tax Proceeding, and (C) Purchaser shall not settle or consent to the entry of any pleadingsorder, correspondence and ruling, decision, or other documents as the Surviving Pubco may reasonably request and shall reasonably consult similar determination or finding with the Surviving Pubco prior respect to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings Tax Proceeding in a manner that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company result in any taxable period ending after the Closing Dateadditional Indemnifiable Taxes without Parent’s prior written consent, which such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. (a) (i) The Company Securityholder Purchaser shall promptly (and in any event within 20 Business Days) notify the Seller Representative shall have in writing upon receipt by the rightPurchaser, at the expense any of the Company Equity Holders (its Affiliates or, in after the case Closing Date, any Acquired Company, of notice of any proposed, pending or threatened Tax Proceeding audits or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment assessments relating to any and all Taxes taxable period of the Company and its Subsidiaries for any taxable period Acquired Companies ending on or before the Closing Date or relating to Taxes a Tax for which are indemnified the Sellers may be liable pursuant to Section 6.2(h)this Agreement; providedprovided that failure to comply with this provision shall not affect any Purchaser Indemnified Party’s right to indemnification hereunder except and to the extent that, howeveras a result of such failure, the Company Securityholder Sellers were actually and materially prejudiced, and (ii) the Seller Representative shall inform promptly (and in any event within 20 Business Days) notify the Surviving Pubco Purchaser in writing upon receipt by the Seller Representative, any of the status of any such proceedingstheir Affiliates or, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement Closing Date, any Acquired Company, of notice of any Tax audits or assessments that relate to any Acquired Company, in each case in (i) and (ii), such proceedings notice shall be deemed to be a Claim Notice for purposes of ARTICLE 10. (b) Upon written notice to the Purchaser, the Seller Representative shall have the right, at the Sellers’ expense, to represent the Acquired Companies’ interests in any Tax audit, controversy, dispute or proceeding (“Tax Proceeding”) relating to a taxable period ending on or before the Closing Date that would not have a material adverse impact on the Liability for Taxes for any Post-Closing Tax Period of the Purchaser, its Affiliates, or any Acquired Company. The Seller Representative shall employ counsel of the Sellers’ choice at the Sellers’ expense; provided that the Purchaser shall be permitted to be present at, and to participate in, any such Tax Proceeding, including the review of any correspondence and providing reasonable comments to any documents related to such Tax Proceeding. Notwithstanding the foregoing, the Seller Representative shall obtain not be entitled to settle, either administratively or after the commencement of any Tax Proceeding, any claim for Taxes which would adversely affect in any material respect the Liability for Taxes for any Post-Closing Tax Period of the Purchaser, its Affiliates, or any Acquired Company without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Purchaser (which consent shall not be unreasonably conditioned, withheld delayed or delayed; provideddenied). (c) Upon written notice to the Seller Representative, further, that the Surviving Pubco, at its own expense, Purchaser shall have the right to participate inrepresent its and the Acquired Companies’ interests in any Tax Proceeding relating to a Straddle Tax Period or relating to a taxable period ending on or before the Closing Date that would have a material adverse impact on the Liability for Taxes for any post-Closing Date period of the Purchaser, but not directits Affiliates or any Acquired Company. The Purchaser shall employ counsel of the Purchaser’s choice, provided that the prosecution or defense of Seller Representative shall be permitted at the Sellers’ expense to be present at, any such Tax Proceedings controlled by Proceeding, including the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, review of any correspondence related to control such Tax Proceeding and providing reasonable comments to any other documents related to such Tax Proceeding. Notwithstanding the foregoing, initiate any other claim for refundthe Purchaser shall not be entitled to settle, and contest, resolve and defend against any other assessment, notice of deficiency, either administratively or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in after the case commencement of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Seller Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld delayed or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datedenied).

Tax Proceedings. The (a) After the Closing Date, each Rollover Member shall notify the Purchaser in writing within ten (10) days of the receipt of any proposed assessment or the commencement of any Tax audit or other administrative or judicial proceeding or of any demand or claim that relates to the Tax treatment or characterization of the receipt of the Consideration Shares by such Rollover Member (a “Rollover Member Tax Proceeding”), and the Purchaser shall notify the Sellers in writing within fifteen (15) days of the receipt of any proposed assessment or the commencement of any Tax audit or other administrative or judicial proceeding or of any demand or claim that relates to the Taxes of the Company Securityholder Representative or any Subsidiary for any taxable periods or portions of taxable periods through the Closing Date (a “Company Tax Proceeding”, and together with a Rollover Member Tax Proceeding, a “Tax Proceeding”). Any such notice shall contain factual information describing any such Tax Proceeding in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax Proceeding; provided, however, the failure to give such notice shall not affect the indemnification provided hereunder (including any payment obligations pursuant to Section 7.1(c), except to the extent the indemnifying party has been materially prejudiced as a result of such failure. (b) In the case of any Rollover Member Tax Proceeding, the Purchaser shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Purchaser’s sole expense, to control any the conduct and defense of such Tax ProceedingProceeding (but only to the extent the Purchaser conducts the defense of such Rollover Member Tax Proceeding actively, initiate any claim for refund, contest, resolve diligently and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hin good faith); provided, however, that if the Company Securityholder Representative shall inform the Surviving Pubco of the status of any Purchaser is entitled to control such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Rollover Member Tax Proceeding pursuant to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateforegoing sentence, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco each applicable Rollover Member shall have the right, at its own expensesuch Rollover Member’s sole expense and not subject to the indemnity provided in Section 7.1(c), to control any other participate in (but not control) such Rollover Member Tax Proceeding, initiate any other claim for refund, Proceeding and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any Purchaser shall not settle such Rollover Member Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of Proceeding without the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Dateapplicable Rollover Member, which such consent shall not be unreasonably withheld, delayed conditioned. (c) In the case of any Company Tax Proceeding, withheld or delayedthe Sellers shall have the right, at the Sellers’ sole expense, to control the conduct of such Company Tax Proceeding (but only to the extent the Sellers conduct the defense of such Company Tax Proceeding actively, diligently and in good faith); provided, furtherthat if the Sellers are entitled to control such Company Tax Proceeding pursuant to the foregoing sentence, that the Company Securityholder Representative, at its own expense, Purchaser shall have the right right, at the Purchaser’s sole expense, to participate in, in (but not direct, the prosecution or defense of any control) such Company Tax Proceeding controlled by and the Surviving Pubco that relates Sellers shall not settle such Company Tax Proceeding without the written consent of the Purchaser, which such consent shall not be unreasonably withheld, delayed or conditioned. In the event the Company is subject to a final partnership adjustment for any taxable period that includes but does not end on periods or portions of taxable tax periods through the Closing Date, such adjustment shall be taken into account by the former ​ ​ ​ partners of the Company pursuant to Section 6241(7) of the Code or the Company shall make or cause to be made an election under Section 6226 of the Code with respect to such adjustment, each as applicable.

Tax Proceedings. (i) The Company Securityholder Representative Acquiring Purchaser and Seller shall have promptly notify the right, at the expense other Party in writing upon receiving notice from any Taxing Authority of the Company Equity Holders (or, in the case commencement of any Tax Proceeding audit or other claim related Proceeding with respect to Taxes which are indemnified pursuant to Section 6.2(h), out (x) of a member of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, Acquired Group or other adjustment or proposed adjustment (y) relating to any and all Taxes of the Company and its Subsidiaries Purchased Assets, in each case, for any taxable period ending on a Pre-Closing Tax Period or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hStraddle Period (each, a “Tax Contest”); provided, however, that any Party’s failure to give such prompt notice shall not affect its rights or obligations under this Agreement so long as the Company Securityholder Representative defense of such Tax Contest is not materially adversely impacted or prejudiced thereby. (ii) Seller or its designee shall inform have the Surviving Pubco right, by written notice to the Acquiring Purchaser no later than ten (10) Business Days after receiving notice of the status Tax Contest, to elect to control any Tax Contest (at its expense) if (A) it is or may be required to indemnify such Purchaser Indemnitees for any Losses arising therefrom or (B) such Tax Contest is with respect to any Taxes or Tax Return (other than a Consolidated Tax Return or the Tax relating thereto) of Seller or any of its Affiliates. The Acquiring Purchaser or its designee shall control all other Tax Contests (other than Tax audits or other Proceedings that are described in clause (iv) below) (at its expense, subject to its right to indemnification under Article X). Each Party shall take all actions reasonably necessary (including providing a power of attorney) to enable the applicable Party to exercise its control rights as set forth in this Section 6.06(i)(ii). (iii) Other than with respect to Tax audits or other Proceedings described in clause (iv) below, the controlling Party shall (A) keep the non-controlling Party reasonably informed of material developments with respect to such proceedingsTax Contest, shall (B) except as prohibited by the applicable Taxing Authority, provide the Surviving Pubco non-controlling Party with the right to participate (at the Surviving Pubconon-controlling Party’s cost and expense) with copies of in any pleadingsproceedings relating to such Tax Contest, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any (C) not settle such proceedings and shall obtain Tax Contest without the prior written consent of the Surviving Pubco prior non-controlling Party (not to be unreasonably withheld, conditioned, or delayed). (iv) Notwithstanding any provision in this Agreement to the settlement contrary, Seller shall have the exclusive right to control in all respects, and no Purchaser nor any of their Affiliates shall be entitled to participate in, any such proceedings that could Tax audit or other Proceeding with respect to Seller or any of its Affiliates with respect to (A) any Taxes or Tax Return (other than a Consolidated Tax Return or the Tax relating thereto) of Seller or any of its Affiliates for which no Tax liability or lien for Taxes would reasonably be expected to adversely affect be imposed on the Surviving Pubco Acquired Group or an Acquired Company any of the Purchased Assets and no Tax attributes conveyed (directly or indirectly) in the Transactions would reasonably be expected to be lost, disallowed, reduced or recaptured, or (B) any taxable period ending after the Closing Date, which consent Consolidated Tax Return; provided that Seller shall not settle or cause to be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of settled any such Tax Proceedings controlled by Proceeding described in this clause (B) in a manner that would reasonably be expected to have a disproportionate (as compared to the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes members of the Company applicable Seller Tax Group) and material adverse impact on Acquiring Purchaser or any of its Subsidiaries for a taxable period that includes but does not end on Affiliates (including members of the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(eAcquired Group), (A) which impact would be economically borne by Acquiring Purchaser or such Affiliates after taking into account the Surviving Pubco shall provide provisions of this Agreement, without the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeAcquiring Purchaser’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior (not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date).

Tax Proceedings. The Company Securityholder Representative shall have In the rightevent Buyer or any of its Affiliates, at including the expense Acquired Companies, receives any oral or written communication regarding any pending or threatened examination, claim, adjustment or other proceeding with respect to the liability of any of the Company Equity Holders Acquired Companies for Taxes for any period for which Seller is or may be liable under Section 13.b.i., Buyer will within ten (or10) days notify Seller in writing thereof. As to any such Taxes for which Seller is or may be liable under Section 13.b.i., Seller will be entitled to control, or settle the contest of, such examination, claim, adjustment or Proceeding. Buyer and its Affiliates, including the Acquired Companies, will cooperate fully with Seller in the case of handling any such Tax Proceeding audit, or administrative Tax proceeding, or other claim related Tax Proceeding. Buyer -68- 74 will provide, or cause to Taxes which are indemnified pursuant be provided to Section 6.2(h)Seller or its designee, out necessary authorizations, including powers of the Additional Escrow Account)attorney, to control any proceedings which Seller is entitled to control pursuant to this Section 13.e. In addition, regardless of which party is responsible for the payment of the Tax, no Tax Proceedingaudit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyadministrative Tax proceeding, or other adjustment or proposed adjustment relating to Tax Proceeding which may affect a Return of any and all Taxes member of the Company and its Subsidiaries AMR Group, including any of the Acquired Companies, for any taxable period ending on Pre-Closing Period will be concluded by Buyer or before any of its Affiliates, including the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedAcquired Companies, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement Seller's Parent, which consent will not be unreasonably withheld. No Tax audit, administrative Tax proceeding or other Tax proceeding which may affect a Return of Buyer, any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in or any taxable group that includes Buyer or any Acquired Company for any period ending that includes any day after the Closing DateDate will be concluded by Seller or any Affiliate thereof without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datewithheld.

Tax Proceedings. The Company Securityholder Representative Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company, concerning Taxes of any type, including, but not limited to, income taxes, sales taxes, employment taxes, and property taxes, which may give rise to any liability or obligation of another Party hereto, shall have the right, at the expense promptly notify such other Party within ten (10) Business Days of the Company Equity Holders (or, in the case receipt of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)such notice; provided, however, that a failure to give such notice will not affect any Buyer Indemnified Party’s right to indemnification hereunder except and only to the Company Securityholder Representative shall inform extent that the Surviving Pubco Selling Parties are actually damaged as a result of such failure to give notice. The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Tax audit or proceeding to the settlement extent that such audit or proceeding could affect a liability or obligation of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any other Parties (including indemnity obligations hereunder). Each Party who could be affected by such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, audit shall have the right to participate in, but not direct, in the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representativeaudit. the Surviving Pubco Buyers shall have the right, at its own expense, right to control any other Tax Proceedingsuch audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, litigation or other adjustment proceeding, provided, however, that the Sellers shall have the right at Sellers’ expense to control any audit, litigation or proposed adjustment relating to Taxes other proceeding with respect to an Acquired Company; provided, that in the case of any such Income Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment Return relating to Taxes of the Company or any of its Subsidiaries for a taxable period periods that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, but only if such audit would not result in any adverse tax consequences to the Company or Buyer after Closing. If the Sellers undertake such control, the Sellers shall keep Buyer informed of all developments, and Buyer shall have the right fully to participate in the matter. Except as provided in this Article VIII, the provisions of Article IX addressing handling of claims, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved. No settlement or resolution of an audit shall be entered into by either Party which will affect the other Party’s liability under this Agreement, without the written consent of such other Party, which shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datewithheld.

Tax Proceedings. The Company Securityholder Representative shall have From and after the rightdate hereof until Closing, at and subject to the expense applicable provisions of Article 7 hereof, Seller is hereby authorized to commence any new proceeding or proceedings and/or continue any proceeding or proceedings now pending for the reduction of the Company Equity Holders (orassessed valuation of Retail Unit B, in any case pertaining to any fiscal tax year preceding the case Current Tax Year, and in Seller’s sole discretion at its sole cost and expense to litigate or settle same. During the pendency of this Agreement, Seller shall not commence any Tax Proceeding new proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out settle any pending proceeding for the reduction of the Additional Escrow Account)assessed valuation of Retail Unit B pertaining to the Current Tax Year without Purchaser’s consent, to control any Tax Proceedingwhich shall not be unreasonably withheld, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, conditioned or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)delayed; provided, however, that Purchaser shall be entitled to that portion of any refund relating to the Company Securityholder Representative period occurring after the Closing after payment to Seller of all costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Seller in obtaining such refund. Purchaser shall inform deliver to Seller, promptly after request therefor, receipted tax bills and canceled checks used in payment of such taxes and shall execute any and all consents or other documents, and do any act or thing necessary for the Surviving Pubco collection of such refund by Seller. During the pendency of this Agreement prior to any default by Purchaser and Seller’s termination of this Agreement arising from such default by Purchaser, Seller shall not commence any new proceeding or settle any pending proceeding for the reduction of the status assessed valuation of Retail Unit B pertaining to any such proceedings, shall provide fiscal tax year following the Surviving Pubco (at Current Tax Year without Purchaser’s consent which may be withheld in Purchaser’s sole and absolute discretion. Any refunds or credits due for the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco periods prior to the settlement of any such proceedings and shall obtain the prior written consent Purchaser’s ownership of the Surviving Pubco prior to Unit shall remain the settlement sole property of Seller, and any such proceedings that could reasonably be expected to adversely affect refunds or credits due for the Surviving Pubco or an Acquired Company in any taxable period ending periods from and after the Closing Dateshall remain the sole property of Purchasers. From and after Closing, Purchaser shall be permitted to commence any new proceeding or proceedings and/or continue any proceeding or proceedings pending as of Closing for the reduction of the assessed valuation of Retail Unit B in any case pertaining to the Current Tax Year or any fiscal tax year following the Current Tax Year, and in Purchaser’s sole discretion at its sole cost and expense to litigate or settle same, but shall not agree to any settlement with respect to the Current Tax Year without obtaining Seller’s prior written consent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense . The provisions of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) 11.19 shall survive the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateClosing.

Tax Proceedings. (a) The Company Securityholder Representative shall Seller shall, at its own expense, have the rightright (but not the obligation) to control, at the expense of the Company Equity Holders (ordefend, settle, compromise, or prosecute in the case of any manner any Proceedings with respect to any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyReturn of, or other adjustment or proposed adjustment relating to any and all Taxes of that includes, the Company and its the Company Subsidiaries for any taxable period ending on or before the (“Tax Proceedings”) involving only Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hTax Periods (“Pre-Closing Tax Proceedings”); provided, however, the Company Securityholder Representative shall inform Seller, without the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) shall not settle, compromise or abandon any Pre-Closing Tax Proceeding to the settlement of any extent that such proceedings that could reasonably be expected to action would adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after Purchaser, its Affiliates, or, following the Closing Date, which consent the Company and the Company Subsidiaries. In addition, the Seller shall not keep the Purchaser duly informed of any Pre-Closing Tax Proceeding that would adversely affect the Purchaser, its Affiliates, or, following the Closing Date, the Company and the Company Subsidiaries (an “Adverse Effect Pre-Closing Tax Proceeding”), and the Purchaser shall be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubcoentitled to receive copies of all correspondence and documents related to any Adverse Effect Pre-Closing Tax Proceeding. (b) The Purchaser shall, at its own expense, shall have the right to participate in, (but not directthe obligation) to control, defend, settle, compromise, or prosecute in any manner any Tax Proceedings for all Straddle Periods and Post-Closing Tax Periods (“Straddle or Post-Closing Tax Proceedings”); provided, however, the prosecution Purchaser, without the consent of the Seller (such consent not to be unreasonably withheld, delayed or defense conditioned) shall not settle, compromise or abandon any Straddle or Post-Closing Tax Proceeding to the extent that such action would adversely affect the Seller or its Affiliates. In addition, the Purchaser shall keep the Seller duly informed of any such Straddle or Post-Closing Tax Proceedings controlled that would adversely affect the Seller or its Affiliates (an “Adverse Effect Straddle or Post-Closing Tax Proceeding”), and the Seller shall be entitled to receive copies of all correspondence and documents related to any Straddle or Post-Closing Tax Proceeding. (c) The parties agree and acknowledge that, for the avoidance of doubt and notwithstanding anything to the contrary in Section 7.5(b), the Tax Proceedings covered by Section 7.5(b) shall not include any Tax Proceeding with respect to any federal, state or local income Taxes of the Parent Company Securityholder Representativeor the Seller (a “Parent Company Tax Proceeding”). The Parent Company and the Surviving Pubco shall have the rightSeller shall, at its own expense, have the right (but not the obligation) to control control, defend, settle, compromise, or prosecute in any other manner any Parent Company Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in however, neither the case of any such Tax ProceedingParent Company nor the Seller, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of without the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned) shall settle, compromise or abandon any Parent Company Securityholder Representative prior Tax Proceeding to the settlement of any extent that such proceedings that could reasonably be expected to action would adversely affect the Company Securityholder Representative or the Company or any of Purchaser, its Subsidiaries in any taxable period (or portion thereof) ending on or before Affiliates, or, following the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have and the right to participate in, but not directCompany Subsidiaries. In addition, the prosecution or defense Seller shall keep the Purchaser duly informed of any such Parent Company Tax Proceeding controlled by that would adversely affect the Surviving Pubco that relates to a taxable period that includes but does not end on Purchaser, its Affiliates, or, following the Closing Date, the Company and the Company Subsidiaries (an “Adverse Effect Parent Company Tax Proceeding”), and the Purchaser shall be entitled to receive copies of all correspondence and documents related to any Adverse Effect Parent Company Tax Proceeding.

Tax Proceedings. The Company Securityholder Representative (a) Buyer shall have the rightcontrol, at the expense of the Company Equity Holders (or, in the case of manage and be responsible for any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refundaudit, contest, resolve and defend against claim, proceeding or inquiry in respect of Taxes (each, a “Tax Proceeding”) with respect to Plymouth USA or any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on Post-Closing Tax Period and shall have the right to settle or before contest any such Tax Proceeding. (b) Buyer and Seller shall jointly control, manage and be responsible for any Tax Proceeding with respect to Plymouth USA or any of its Subsidiaries for any Straddle Period. (c) Seller shall control, manage and be responsible for any Tax Proceeding with respect to Plymouth USA or any of its Subsidiaries for any Pre-Closing Tax Period and shall have the Closing Date right to settle or relating to Taxes which are indemnified pursuant to Section 6.2(h)contest any such Tax Proceeding; provided, however, that Seller shall not settle, compromise and/or concede any portion of such Tax Proceeding that is reasonably likely to affect the Company Securityholder Representative shall inform Tax liability of Buyer or any of its Affiliates for any Post-Closing Tax Period or Straddle Period without the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not be unreasonably withheld, delayed or conditioned, withheld or delayed; provided, further, that . (d) Buyer shall promptly notify Seller in writing of the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense commencement of any such Tax Proceedings controlled Proceeding of which Buyer, Plymouth USA or any of their respective Affiliates has been informed in writing by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment Taxing Authority relating to Taxes with respect to an Acquired Company; provided, that in the case Tax Returns of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company Plymouth USA or any of its Subsidiaries for any Pre-Closing Tax Period or Straddle Period; provided, however, that a taxable period failure to give such notice will not affect Buyer’s rights to indemnification under this Article VII, except to the extent that includes but does not end on Seller is actually prejudiced thereby. Such notice shall describe the Closing Date asserted Tax Proceeding in reasonable detail and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with include copies of any pleadings, correspondence notices and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of received from any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries Taxing Authority in any taxable period (or portion respect thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative Buyer and Seller shall have each promptly notify the rightother in writing upon the receipt of notice from any Tax Authority of any pending or threatened audit or administrative or judicial proceeding related to taxes (a “Tax Proceeding”) of or with respect to any Group Company, at its business, assets or operations for any Pre-Closing Tax Period or any Straddle Period. Any failure to so notify the expense of the Company Equity Holders (or, in the case other party of any Tax Proceeding or shall not relieve such other claim related party of any liability with respect to Taxes which are indemnified pursuant such Tax Proceeding except to Section 6.2(h), out of the Additional Escrow Account), extent such party was actually prejudiced as a result thereof. Seller shall have the right to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating Proceeding with respect to any and all Taxes of the Group Company and its Subsidiaries for relating solely to any taxable period ending on or before the Pre-Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hTax Period (“Seller Controlled Tax Proceeding”); provided, however, the Company Securityholder Representative that Seller (i) shall inform the Surviving Pubco of the status of keep Buyer fully informed with respect to any such proceedingsSeller Controlled Tax Proceeding, (ii) shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Buyer before taking any significant action in connection with a Seller Controlled Tax Proceeding as it relates to the settlement of Group Companies, and (iii) will not settle, compromise or abandon any such proceedings and shall obtain the Seller Controlled Tax Proceeding without obtaining Buyer’s prior written consent of the Surviving Pubco prior to the settlement of any (which consent will not be unreasonably withheld, conditioned or delayed), if such proceedings that settlement, compromise or abandonment could reasonably be expected to adversely affect have an adverse impact on Buyer or any of its Affiliates (including the Surviving Pubco or an Acquired Company Group Companies) in any a taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, . Buyer shall have the sole right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceedings with respect to an Acquired Company; the Group Companies (“Buyer Controlled Tax Proceeding”), provided, that however, that, in the case of any such a Buyer Controlled Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period Proceeding that includes but does not end on the a Straddle Period or a Pre-Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)Tax Period, Buyer (A) shall keep Seller fully informed with respect to any Buyer Controlled Tax Proceeding to the Surviving Pubco extent related to the Straddle Period or Pre-Closing Tax Period, as the case may be (B) shall provide consult with Seller before taking any significant action in connection with any Buyer Controlled Tax Proceeding to the Company Securityholder Representative written notice of such proceedingextent related to the Straddle Period or Pre-Closing Tax Period, as the case may be, and (BC) the Surviving Pubco shall inform the Company Securityholder Representative of the status of will not settle, compromise or abandon any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder RepresentativeBuyer Controlled Tax Proceeding without obtaining Seller’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that (which consent will not be unreasonably withheld, conditioned or delayed), if Seller could reasonably be expected to adversely affect the Company Securityholder Representative be required to indemnify Buyer with respect to such settlement, compromise or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent abandonment. Section 12.5 shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right apply to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceedings.

Tax Proceedings. The Company Securityholder Representative shall have the rightIf an audit, at the expense of the Company Equity Holders (or, in the case of investigation or similar proceeding with respect to any Tax Proceeding or other claim matter related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyCompanies shall be commenced, or other adjustment or proposed adjustment relating a claim shall be made, by any governmental authority, with respect to any and all Taxes of the Company and its Subsidiaries for (i) any taxable period ending on or before the Closing Date or any taxable period beginning on or before and ending after the Closing Date or (ii) Taxes for which Indemnifying Shareholders may be liable pursuant to this Agreement, then Buyer shall, or shall cause the Companies to, promptly notify Shareholder Representative in writing of such audit, investigation or similar proceeding or claim (a “Tax Proceeding”), provided that the failure to provide such notice shall not release the Buyer Indemnified Parties’ right to indemnification except to the extent that the Indemnifying Shareholders are materially prejudiced by such failure. The Indemnifying Shareholders shall have the primary right, at their sole expense, to contest any Tax Proceeding relating to (i) a taxable period ending on or before the Closing Date or any taxable period beginning on or before and ending after the Closing Date or (ii) Taxes for which are indemnified Indemnifying Shareholders may be liable pursuant to Section 6.2(hthis Agreement; and Buyer shall have the primary right to contest all other such Tax Proceedings (the party controlling such Tax Proceeding hereinafter referred to as the “Controlling Party”). The Controlling Party shall have discretion and authority to pay, settle or compromise any such Tax Proceeding (including selection of counsel, the pursuit or waiver of any administrative proceeding or the right to pay the Tax and ▇▇▇ for a refund or contest the Tax Proceeding in any permissible manner); provided, however, that (i) Buyer or Indemnifying Shareholders, as applicable (the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings“Non-Controlling Party”) (or their advisors or representatives), shall provide the Surviving Pubco (may fully participate at the Surviving PubcoNon-Controlling Party’s cost expense in the Tax Proceeding and expense(ii) with copies of the Controlling Party shall not settle any pleadings, correspondence Tax Proceeding in a manner that would materially and other documents as adversely affect the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Non-Controlling Party without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateNon-Controlling Party, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that . The Controlling Party shall keep the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Non-Controlling Party timely informed with respect to an Acquired Company; providedthe commencement, that in the case status and nature of any Tax Proceeding. Upon the conclusion of any Tax Proceeding in accordance with the foregoing, whether by way of settlement or otherwise, Buyer shall cause the Companies to execute any and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Proceeding, claim for refund, contest, assessment, deficiency . The Controlling Party shall take any necessary measures to prevent that any debts discussed in the Tax Proceedings prevent the Indemnified Party from obtaining clearance certificates (or other adjustment or proposed adjustment relating positive certificates equivalent to Taxes clearance) during the course of the Company or any of its Subsidiaries for a taxable period that includes but does not end on Tax Proceedings. To the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with extent this Section 6.2(e)11.6.5 conflicts with any other Section of this Agreement, (A) the Surviving Pubco this Section 11.6.5 shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datecontrol.