Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Company.
Buyer shall promptly notify the Seller in writing upon receipt by the Buyer or any Affiliate of the Buyer (including any SPV) of any communication with respect to any Tax Matter (or pending or threatened Tax Matter) relating to any Tax period beginning before the Closing Date.
The Buyer shall include with such notification a complete copy of any written communication received by the Buyer or any affiliate of the Buyer in respect of such Tax Matter.
Any information obtained under this provision shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or in conducting any Tax Matter.
Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Seller.