If Paramount requests that an Election be made pursuant to Section 7.1, Paramount shall promptly indemnify and hold harmless each Seller for any Section 338 Tax to the extent such Tax exceeds the Tax liability such Seller would have incurred absent any Election, provided that any Section 338 Tax shall be calculated in a manner consistent with the Allocation Statement.
Such estimated Tax liability is referred to herein as the Estimated Section 338 Tax.
Sellers will timely pay any Taxes resulting from the making of the Section 338(h)(10) Elections (a "Section 338 Tax").
If any Initial ADSP, Adjusted ADSP, Initial Allocation, Adjusted Allocation or amount of Taxable gain or loss resulting therefrom is disputed by any Tax Authority (a Section 338 Tax Claim), the Party receiving notice of the dispute shall promptly notify the other Party.
In no event shall the Buyer settle or otherwise compromise any Section 338 Tax Claim without the Seller prior written consent, which shall not be unreasonably withheld, conditioned or delayed.