Common use of Tax Controversies Clause in Contracts

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party (a) Whenever a party hereto (hereinafter an "Indemnitee") is notified in writing by any taxing authority of the existence of an issue which could increase the liability for any Tax of the other party hereto or any member of its Group (hereinafter an "Indemnity Issue"), the Indemnitee shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of give notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party party (or any hereinafter the "Indemnitor") of such Indemnity Issue. The Indemnitor and its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve representatives, at the indemnifying party from liability under Section 6.14Indemnitor's expense, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party (as defined below) for any Tax Return with respect to which there is an increase or decrease in liability for any Tax or with respect to which a payment is required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate taxing authority and shall control of all audits and similar proceedings. The Responsible Party agrees to cooperate in the complete defense settlement of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, Indemnity Issue with the other party and to employ counsel take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. Notwithstanding the foregoing, if the Responsible Party is not the Indemnitor, the Responsible Party shall not enter into a final settlement with the relevant taxing authority with respect to any matter involving an Indemnity Issue without first presenting the proposed settlement to the Indemnitor, who shall provide the Responsible Party with written consent to such settlement within ten days of its choice at its expensereceipt (which consent may not unreasonably be withheld), whereupon (or if the Indemnitor fails to respond to such settlement in writing within such ten day period) the Responsible Party may enter into such settlement with the relevant taxing authority; provided, however, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control Indemnitor may withhold its consent to the defense of any Tax Claim relating proposed settlement by notifying the Responsible Party in writing within such ten day period that the Indemnitor does not consent to Taxes the proposed settlement. If the Indemnitor provides the Responsible Party with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding written notification withholding consent in accordance with the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).then:

Tax Controversies. A Party party shall promptly notify the other Party party in writing promptly upon (but in no event later than 30 days after) (a “Notification”following) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party party (or any of its Affiliates) is liable under Section 6.146.10 (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.146.10, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement6.10(b)(iii). Notwithstanding the immediately preceding sentence, each Party party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.10 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party party unconditionally releases in writing the other Party party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d)6.10. If one Party party takes control of any such audit or proceeding, the other Party party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Partyparty. The Parties Neither party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Partyparty, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party shall promptly notify If after the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of Closing, Buyer, the Company or its managers, agents, officers, or directors, or if after the date hereof Seller, receives notice of or otherwise obtains knowledge of any pending Tax audit, examination or threatened audits proceeding, the assessment of any Tax, a Tax due or assessments any bill for collection of any Tax due, or the beginning or scheduling of any other administrative or judicial proceeding with respect to Taxes for which such other Party (the determination, assessment or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense collection of any tax audit Tax that may be imposed on the Company related to (i) a Pre-Effective Period or administrative or court proceeding (ii) a Straddle Period (each, a “Tax ClaimProceeding”) relating to Taxes for which it Seller has or may reasonably be liable, and expected to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating have an indemnification obligation pursuant to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) 7.1 of this Agreement. Notwithstanding the immediately preceding sentence, each Party Buyer shall be entitled provide prompt notice in writing to take control Seller of the complete defense such matter, setting forth information describing any asserted Tax Liability in reasonable detail and including copies of any notice or other documentation received from the applicable Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder Authority with respect to such Tax Claimmatter; provided furtherprovided, however, that a failure to give such Party shall take control notice will not affect Xxxxx’s right to indemnification under this Article VII except to the extent such failure materially and adversely prejudices Seller’s ability to defend against or mitigate Losses arising out of such Tax Claim within 60 days Proceeding. Seller shall control the contest of such Tax Proceeding (at Seller’s expense) and shall as such have discretion and authority to pay, settle or compromise any such Tax Proceeding (including but not limited to selection of counsel, the earlier of (x) the date on which such Notification is provided pursuit or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control waiver of any such audit or administrative proceeding, the other Party shall be entitled extension of any statute of limitations, or the right to participatepay the Tax and sue for a refund or contest the Tax Proceeding in any permissible manner); provided, however, (A) that Buyer (or its advisors) may fully participate at its expense, Buyer’s sole expense in the defense Tax Proceeding, (B) Buyer shall have the right to review and comment on any correspondence from Seller to the relevant Tax Authority prior to submission of such audit or proceedingcorrespondence to the Tax Authority, and the Party controlling such audit or proceeding (C) Seller shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which Tax Proceeding (i) relating to any Post- Effective Period or (ii) in a manner that could reasonably be expected to adversely affect Buyer or the other may be liable Company after the Closing Date without the prior written consent of such other PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 6.14(d) The Company shall govern provide duly completed powers of attorney to permit the foregoing. Seller shall keep Buyer fully and timely informed with respect to the extent commencement, status and nature of any Tax Proceeding which it would controls. Upon the conclusion of any Tax Proceeding which Seller controls in accordance with the foregoing, whether by way of settlement or otherwise, Buyer shall cause the Company and its respective officers to execute any and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Proceeding. If Seller does not assume the defense of any such Tax Proceeding, Buyer may control the contest of such Tax Proceeding, provided that Seller shall be entitled to participate in such Tax Proceeding at its own expense and (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Proceeding (including by providing copies of all notices received from the relevant Tax Authority) and Seller shall have the right to review and comment on any correspondence from Buyer to the relevant Tax Authority prior to submission of such correspondence to the Tax Authority and (ii) Buyer shall not settle or otherwise compromise such Tax Proceeding without Seller’s prior written consent, which consent shall not be inconsistent with Section 9.3(a)unreasonably withheld, conditioned or delayed.

Tax Controversies. A Party CCOH or, after the CCOH Merger, CCH shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (have control over any portion of a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect Tax Controversy that relates solely to Taxes for which such other Party (or any of its Affiliates) is Outdoor Group Member would be liable under Section 6.14this Agreement, including Taxes for which such Outdoor Group Member joined in filing a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member. Failure IHM shall have control over any portion of a Tax Controversy that relates solely to give Taxes for which any IHM Group Member would liable under this Agreement, including Taxes for which such Notification shall not relieve IHM Group Member joined in filing a Tax Return on a consolidated, combined or unitary basis with any Outdoor Group Member. To the indemnifying party from liability extent a Tax Controversy relates to Taxes for which both an IHM Group Member and an Outdoor Group Member would be liable under Section 6.14this Agreement, except if and to the extent that possible the indemnifying party is actually prejudiced thereby. Each Party various portions of such Tax Controversy shall be entitled to take distinguished and allocated so that each party will control the portion of the complete defense of any tax audit or administrative or court proceeding (a “such Tax Claim”) relating Controversy which relates solely to Taxes for which it may would be liableliable under this Agreement. To the extent any portion of a Tax Controversy cannot be distinguished as being attributable solely to Taxes for which only an IHM Group Member or an Outdoor Group Member would be liable under this Agreement, if the Tax Return that is the subject of the Tax Controversy was filed by a member of the Outdoor Group, then CCOH or, after the CCOH Merger, CCH shall have control over such portion of the Tax Controversy, and to employ counsel otherwise, IHM shall have control over such portion of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly Tax Controversy. In exercising control the defense over any portion of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller Controversy, CCOH, or after the applicable Other SubsidiaryCCOH Merger, CCH or IHM, as the case may beapplicable, and Purchaser under Section 6.14(b)(iii(i) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control act through counsel and other representatives of its own choosing, at its sole expense, (ii) shall consult with the complete defense other party with respect to any portion of any Tax Claim relating Controversy the resolution of which could reasonably be expected to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law)an adverse impact on the other party, and to employ counsel (iii) without the consent of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of party (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld, delayed or conditioned), shall not settle or compromise any portion of any Tax Controversy if such settlement or compromise could reasonably be expected to have an adverse impact on the other party. This Section 6.14(dIHM (with respect to any portion of a Tax Controversy controlled by CCOH, or after the CCOH Merger, CCH) and CCOH, or after the CCOH Merger, CCH (with respect to a Tax Controversy controlled by IHM and for which an Outdoor Group Member may have liability under this Agreement) shall govern have the right to observe the conduct of any proceedings with counsel and other representatives of its choosing, at its sole expense. Notwithstanding anything to the extent it would otherwise contrary in the foregoing, CCOH, or after the CCOH Merger, CCH, shall control and IHM shall be inconsistent entitled to fully participate in any Tax Controversy with Section 9.3(a)respect to Income Taxes of any Affiliated Group of which Radio Computing Services (UK) Ltd. is a member relating to any Taxable Period beginning before any Deconsolidation Event with respect to Radio Computing Services (UK) Ltd. CCOH, CCH and IHM agree to fully cooperate as reasonably requested with the other in the negotiation, settlement or litigation of any liability for Taxes of any IHM Group Member or Outdoor Group Member.

Tax Controversies. A Each Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) after receipt of notice of any pending or threatened audits audits, assessments or assessments proceedings with respect to Taxes for which such the other Party (or any of its Affiliates) is liable under this Section 6.147.4 (a “Tax Claim”). Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.147.4, except if and to the extent that the indemnifying party is actually materially prejudiced thereby. Each Party Seller shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liableconduct, and to employ through counsel of its choice own choosing at its own expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Pre-Closing Tax Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, of any Company Entity and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a involving the consolidated U.S. federal income Tax Return of SunGard Capital (but does not have and any indemnification obligation hereunder) under this Section 6.14 (combined, unitary or by Lawconsolidated state Tax Return of SunGard Capital), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party Parent shall be entitled to participate, at its Parent’s expense, in the defense of any such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes Tax Claim for which the other Parent may be liable under Section 7.4 or that may affect the Taxes of Parent or any Company Entity in any Post-Closing Tax Period or the portion of a Straddle Period beginning after the Closing Date. Seller (and its Affiliates) shall not settle, compromise and/or concede any such Tax Claim without the prior written consent of such other PartyParent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that, so long as Parent has caused to be delivered to SunGard Capital an opinion of nationally recognized counsel mutually agreeable to the Parties that there is a reasonable basis for Parent’s positions, Parent shall be entitled, through counsel of its own choosing at its own expense, to jointly control with Seller the conduct of the portion of any such Tax Claim that relates to issues that could give rise to an indemnification obligation under Section 7.4(d)(ii)(C) or Section 7.4(d)(ii)(D), and Seller shall not settle such portion of such Tax Claim without the consent of Parent. This In the case of a Tax Claim that relates to Taxes for a Straddle Period of any Company Entity or for which Parent is otherwise liable under this Section 6.14(d7.4, Parent shall, at its own expense, control the conduct of such Tax Claim; provided that Seller and Parent shall jointly control any such Tax Claim in respect of a Straddle Period if Seller has more or substantially the same reasonably expected liability under Section 7.4, and Seller shall be entitled to participate, at Seller’s expense, in any other Tax Claim in respect of a Straddle Period; provided further that Parent shall not settle any such Tax Claim in respect of a Straddle Period without the consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. The provisions of Section 10.3(a) shall govern not apply to the extent it would otherwise be inconsistent with Tax Claims governed by this Section 9.3(a7.4(c).

Tax Controversies. A Party shall promptly notify If after the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of Closing, Buyer, the Company or its managers, agents, officers, or directors, or if after the date hereof Seller, receives notice of or otherwise obtains knowledge of any pending Tax audit, examination or threatened audits proceeding, the assessment of any Tax, a Tax due or assessments any xxxx for collection of any Tax due, or the beginning or scheduling of any other administrative or judicial proceeding with respect to Taxes for which such other Party (the determination, assessment or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense collection of any tax audit Tax that may be imposed on the Company related to (i) a Pre-Effective Period or administrative or court proceeding (ii) a Straddle Period (each, a “Tax ClaimProceeding”) relating to Taxes for which it Seller has or may reasonably be liable, and expected to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating have an indemnification obligation pursuant to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) 7.1 of this Agreement. Notwithstanding the immediately preceding sentence, each Party Buyer shall be entitled provide prompt notice in writing to take control Seller of the complete defense such matter, setting forth information describing any asserted Tax Liability in reasonable detail and including copies of any notice or other documentation received from the applicable Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder Authority with respect to such Tax Claimmatter; provided furtherprovided, however, that a failure to give such Party shall take control notice will not affect Buyer’s right to indemnification under this Article VII except to the extent such failure materially and adversely prejudices Seller’s ability to defend against or mitigate Losses arising out of such Tax Claim within 60 days Proceeding. Seller shall control the contest of such Tax Proceeding (at Seller’s expense) and shall as such have discretion and authority to pay, settle or compromise any such Tax Proceeding (including but not limited to selection of counsel, the earlier of (x) the date on which such Notification is provided pursuit or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control waiver of any such audit or administrative proceeding, the other Party shall be entitled extension of any statute of limitations, or the right to participatepay the Tax and xxx for a refund or contest the Tax Proceeding in any permissible manner); provided, however, (A) that Buyer (or its advisors) may fully participate at its expense, Buyer’s sole expense in the defense Tax Proceeding, (B) Buyer shall have the right to review and comment on any correspondence from Seller to the relevant Tax Authority prior to submission of such audit or proceedingcorrespondence to the Tax Authority, and the Party controlling such audit or proceeding (C) Seller shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which Tax Proceeding (i) relating to any Post- Effective Period or (ii) in a manner that could reasonably be expected to adversely affect Buyer or the other may be liable Company after the Closing Date without the prior written consent of such other PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 6.14(d) The Company shall govern provide duly completed powers of attorney to permit the foregoing. Seller shall keep Buyer fully and timely informed with respect to the extent commencement, status and nature of any Tax Proceeding which it would controls. Upon the conclusion of any Tax Proceeding which Seller controls in accordance with the foregoing, whether by way of settlement or otherwise, Buyer shall cause the Company and its respective officers to execute any and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Proceeding. If Seller does not assume the defense of any such Tax Proceeding, Buyer may control the contest of such Tax Proceeding, provided that Seller shall be entitled to participate in such Tax Proceeding at its own expense and (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Proceeding (including by providing copies of all notices received from the relevant Tax Authority) and Seller shall have the right to review and comment on any correspondence from Buyer to the relevant Tax Authority prior to submission of such correspondence to the Tax Authority and (ii) Buyer shall not settle or otherwise compromise such Tax Proceeding without Seller’s prior written consent, which consent shall not be inconsistent with Section 9.3(a)unreasonably withheld, conditioned or delayed.

Tax Controversies. A Party shall promptly notify If, subsequent to the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of Closing, either Buyer or Seller receives notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14an inquiry, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax claim, assessment, audit or administrative similar event by any Taxing Authority that, if successful, could reasonably be expected to result in an indemnity payment hereunder (such inquiry, claim, assessment, audit or court proceeding (similar event or other claim, a “Tax ClaimControversy”) relating to Taxes for which it may be liable), and to employ counsel then as soon as reasonably practicable after receipt of its choice at its expense; providedsuch notice, that Seller Buyer or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other SubsidiarySeller, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding shall promptly give written notice to the immediately preceding sentence, each Party shall be entitled to take control of the complete defense other party of any such Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expenseControversy; provided, however, that failure of any party to give such Party unconditionally releases in writing notice shall not relieve the other Party from its indemnification obligation party of any liability hereunder except to the extent, if any, that the rights of such other party with respect to such Controversy are materially actually prejudiced thereby. Seller will have the right to control the conduct and resolution of any Tax ClaimControversy relating solely to a Pre-Closing Period; provided furtherprovided, however, that such Party shall take control of such Tax Claim within 60 days of the earlier of (xi) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall Buyer will be entitled to participate, at its Buyer’s expense, in the defense conduct and resolution of such audit or proceedingTax Controversy using counsel of its choice, (ii) Seller will keep Buyer informed on a timely basis of all material developments with respect to such Tax Controversy and the Party controlling (iii) Seller will not resolve any such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable Tax Controversy without the prior Buyer’s written consent of such other Partyconsent, which consent shall will not be unreasonably withheld. This Section 6.14(d) shall govern Buyer and Seller will have the right to jointly control the extent it would otherwise conduct and resolution of any Tax Controversy relating to a Straddle Period, and neither party will resolve any such Tax Controversy without the other party’s written consent, which will not be inconsistent with Section 9.3(a)unreasonably withheld.

Tax Controversies. A Party Unless the Purchaser has previously received written notice from the Seller of the existence of any Tax Matter (as defined below), the Purchaser shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of notice Seller of any pending or threatened inquiries, claims, assessments, audits or assessments similar events with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller a Pre-Closing Tax Period or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes the Seller may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that no failure to give such notice shall relieve the Seller of any liability hereunder except to the extent, if any, that the rights of the Seller with respect to such claim are allocated materially actually prejudiced thereby. The Seller shall have the authority to both represent the interests of a Company Party and shall have the right to control of the defense, compromise or other resolution of any Tax Matter relating solely to a Pre-Closing Tax Period; provided, however, that the Purchaser shall be entitled to fully participate in such Tax Matter at its own expense. Purchaser shall have the authority to represent the interests of a Company Party and shall have the right to control the defense, compromise or other resolutions of any Tax Matter relating to a Straddle Period; provided, however, that the Seller shall be entitled to fully participate in such Tax Matter at its own expense. Each party shall keep the other parties reasonably informed, to the extent practicable, with respect to the commencement, status and nature of any Tax Matter to which a party is entitled to control pursuant to this Section. The Seller and Purchaser shall not (and shall not allow) the settlement of any Tax Matter it controls under the terms of this Agreement without the prior written consent of the Purchaser or the applicable Other SubsidiarySeller, as the case may be, and such consent not to be unreasonably withheld, conditioned or delayed. In the event that either Purchaser under Section 6.14(b)(iii) or Seller does not assume representation of this Agreement. Notwithstanding the immediately preceding sentence, each a Company Party shall be entitled to take control of the complete defense of any in a Tax Claim Matter relating to Taxes for which it is obligated to file a Pre-Closing Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (Period or by Law)Straddle Period, and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take party may assume the control of such Tax Claim within 60 days of the earlier of (x) the date on which Matter; provided however, that such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties party may not agree to settle any claim for Taxes for which (or allow the other may be liable settlement of) such Tax Matter without the prior written consent of the other party, such other Party, which consent shall not to be unreasonably withheld, conditioned or delayed. This Section 6.14(d) shall govern control responsibility for Tax Matters notwithstanding any other provision of this Agreement to the extent it would otherwise be inconsistent with Section 9.3(a)contrary.

Tax Controversies. A Party Each of Seller and Purchaser shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterdays) (a “"Notification”") upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby6.16. Each Party party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “"Tax Claim”") relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim tax audit or administrative or court proceeding relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this AgreementPeriod. Notwithstanding the immediately preceding sentence, each Party party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.16 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party party unconditionally releases in writing the other Party party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party party shall take control of such Tax Claim within 60 sixty (60) days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.16(f). If one Party party takes control of any such audit or proceeding, the other Party party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party party controlling 52 48 such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Partyparty. The Parties Neither party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Partyparty, which consent shall not be unreasonably withheld. This Section 6.14(d6.16(f) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party Purchaser shall promptly notify the other Party Seller in writing promptly upon (but in no event later than 30 days afterthirty (30) days) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party Seller (or any of its Affiliates) is liable under Section 6.149.2. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.149.2, as applicable, except if and to the extent that the indemnifying party Seller is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii6.10(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Agreement and neither Party shall settle without the prior written consent of such other Party, which consent shall not be entitled to take unreasonably withheld. If Seller takes control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such a Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date period ending on which such Notification is provided or (y) the date such Notification is due pursuant prior to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceedingClosing Date, the other Party Purchaser shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Seller may not agree to settle any claim for Taxes for which to the other may be liable extent such settlement could have an adverse impact on Purchaser or its Affiliates without the prior written consent of such other PartyPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 6.14(d6.10(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)9.5.

Tax Controversies. A Party The General Partner is designated the “Tax Matters Partner” (as defined in Code Section 6231), and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings. The Tax Matters Partner shall promptly notify keep the Board informed of the progress of any examinations, audits or other Party proceedings. The Tax Matters Partner shall have sole discretion to determine whether the Partnership (either in writing promptly upon (but its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority; provided that, notwithstanding the foregoing, the Tax Matters Partner shall not settle or otherwise compromise any issue in no event later than 30 days after) (any such examination, audit or other proceeding without first obtaining approval of the Board, which approval shall not be obtained until the Board has provided written notice and an opportunity to comment on such action to the Summit Stockholder Director. The Tax Matters Partner shall take such action as may be necessary to cause each Partner to become a “Notification”notice partner” within the meaning of Code Section 6231(a)(8). Each Partner shall be considered to have retained such rights (and obligations, if any) receipt of as are provided for under the Code or any other applicable law with respect to any examination, proposed adjustment or proceeding relating to the Partnership tax items (including its rights under Code Sections 6224(a) and (c) and its right to notice of any pending proposed tax settlements in any court case involving the Partnership). Any deficiency for taxes imposed on any Partner (including penalties, additions to tax or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder interest imposed with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (xtaxes) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of paid by such audit or proceedingPartner, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised if paid by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may Partnership, shall be liable without the prior written consent of recoverable from such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)Partner.

Tax Controversies. A Party Notwithstanding anything to the contrary contained in Section 9.3 of this Agreement, Buyer shall promptly notify have full responsibility for and discretion in handling any Tax controversy concerning the Companies, including, without limitation, an audit, a protest to the Appeals Division of the IRS, and litigation in Tax Court or any other Party in writing promptly upon (but in no event later than 30 days after) court of competent jurisdiction involving the Companies. Buyer shall use reasonable efforts to keep the Sellers' Representative advised as to the status of Tax audits and litigation involving any Taxes which could give rise to a liability of the Sellers to Buyer under this Agreement (a “Notification”) receipt of notice "Tax Liability Issue"), and Sellers' Representative shall have the right to participate, at his expense, in any such audits and litigation that could give rise to a liability of any pending or threatened audits or assessments Seller. However, with respect to Taxes for Tax Liability Issues involving that matter set forth on Schedule 9.6(c), Buyer and Sellers' Representative will undertake a joint response to the proceeding, audit or litigation (if any), and each party shall cooperate in any defense or prosecution of the same, and no party will agree to any settlement or compromise of such proceeding, audit or litigation (if any) without the written approval of the other (which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve be unreasonably withheld or delayed). To the indemnifying extent a party from liability under desires to engage third party professionals to assist in any such defense or prosecution, the costs incurred in that engagement will be borne by the engaging party. Neither party will work to disadvantage the other party in any proceeding, audit or litigation related to a Tax Liability Issue involving the matter set forth on Schedule 9.6(c). In addition, and notwithstanding the foregoing provisions of this Section 6.149.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled a Tax Liability Issue (as determined by Buyer in its reasonable discretion): (i) relates solely to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liablepre-closing period, and to employ counsel of its choice at its expense(ii) is a matter that has no potential, precedential policy or other adverse effect on any post-Closing Tax matter, Sellers shall have full responsibility for and discretion in handling any Tax controversy concerning such Tax Liability Issue; provided, that Seller or however, Sellers shall use reasonable efforts to keep Buyer advised as to the applicable Other Subsidiary and Purchaser shall jointly control the defense status of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may besuch issue, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding Buyer shall have the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled right to participate, at its expense, in the defense resolution of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)Tax Liability Issue.

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after20 Business Days) (a “Notification”) upon receipt of written notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under this Section 6.146.8 or may give rise to an indemnification payment under this Section 6.8. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.146.8, except if and to the extent that the indemnifying party is actually and materially prejudiced thereby. Each Subject to further provisions of this Section 6.8(g), each Party shall be entitled to take conduct, direct, control of and be responsible for the complete defense of any tax audit or administrative or court proceeding Proceeding (a “Tax Claim”) relating to Taxes for which it may be solely liable, and to employ counsel of its choice at its expense; provided, that that, in the event Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense any of its Affiliates is defending such Tax Claim, any settlement or other disposition of any such Tax Claim relating to Taxes with respect to a Straddle that may affect Buyer or any Affiliate thereof for any Post-Closing Taxable Period or for which Taxes are allocated to both it may otherwise be responsible may only be made with the prior written consent of Buyer, which consent will not be unreasonably withheld. Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall also be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated may be partially liable; provided that Buyer, at its sole cost and expense, shall have the right to file participate in any Tax Claim relating to Taxes for which it may be partially liable. If Seller controls a Tax Return Claim relating to Taxes for which Buyer may be partially liable, (but does i) Seller shall control the Tax Claim diligently and in good faith, (ii) Seller shall keep Buyer reasonably informed regarding the status of such Tax Claim, and (iii) Seller shall not, without the prior written consent of Buyer (not to be unreasonably withheld), settle, resolve, or abandon any such Tax Claim. If Seller chooses not to control a Tax Claim which it has the authority to control hereunder, (A) Buyer may assume control the Tax Claim, (B) Buyer shall, to the extent it controls such defense, keep Seller reasonably informed regarding the status of such Tax Claim, (C) Seller shall have the right to participate in such Tax Claim at its sole cost and expense, and (D) Buyer shall not, without the prior written consent of Seller (not to be unreasonably withheld), settle, resolve, or abandon any indemnification obligation hereunder) under such Tax Claim. Notwithstanding any other provision of this Section 6.14 (or by Law6.8(g), each Party shall be entitled to take control of the complete defense of any Tax Claim for which both Parties are partially liable, and to employ counsel of its choice at its expense; provided, provided that such Party unconditionally releases in writing the other Party from its any indemnification obligation hereunder with respect to such Tax Claim and agrees in writing to pay any Taxes of the other Party resulting from such Tax Claim; provided further, that such Party shall take control of including Taxes related to such Tax Claim within 60 days that arise in taxable years prior to or subsequent to the year of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheldTax Claim. This Section 6.14(d6.8(g) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)9.3.

Tax Controversies. A Party shall promptly notify Buyer and the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) Company agree to give written notice to the Securityholder Representative of the receipt of any written notice by Buyer or the Acquired Companies which involves the assertion of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure Tax Matter; provided, that the failure to give such Notification notice shall not relieve affect the indemnification provided hereunder except to the extent the indemnifying party from liability under Section 6.14, except if and has been materially prejudiced as a result of such failure. Notwithstanding anything herein to the extent contrary, including Section 9.4, (i) the Securityholder Representative will control the contest or resolution of any Tax Matter that relates solely to a Pre-Closing Tax Period under this Agreement; provided, that the indemnifying party is actually prejudiced thereby. Each Party shall Securityholder Representative will obtain the prior written consent of Buyer (which consent will not be unreasonably withheld, delayed, or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if, in Buyer’s reasonable judgment, such action could reasonably be expected to adversely impact the liability of the Acquired Companies for Taxes for any Taxable period (or portion thereof) beginning after the Closing Date; provided, further, that Buyer will be entitled to take control of participate in the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, such claim and to employ counsel of its choice at its expense; providedfor such purpose, that Seller or the applicable Other Subsidiary fees and Purchaser expenses of which separate counsel will be borne by Buyer, and (ii) with respect to any Tax Matter for a Straddle Period, the Securityholder Representative and Buyer shall jointly control such claim and neither the defense of Securityholder Representative nor Buyer shall enter into any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable settlement without the prior written consent of such the other Partyparty, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a), delayed or conditioned.

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.146.13. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.146.13, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii6.13(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.13 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.13(e). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Neither Party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d6.13(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party (i) RioCan and Cedar shall each promptly notify the other Party upon receipt by RioCan, a RioCan Related Party, Cedar or a Cedar Related Party, as the case may be (including, in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt the case of RioCan, the Partnership, REIT or any subsidiary of such entities), of written notice of any pending inquiry, claim, assessment, audit, administrative or threatened audits judicial proceeding or assessments similar event with respect to Taxes for which such taxes other Party than with respect to real estate taxes (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax ClaimMatter”) relating to Taxes for which it may be liable, and any taxable period beginning prior to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes Closing Date with respect to a Straddle Period for which Taxes are allocated the Partnership, REIT, or any subsidiary of such entities. Cedar shall have the right (and RioCan shall cause the Partnership and its subsidiaries to both Seller or provide Cedar’s tax advisors with the applicable Other Subsidiaryappropriate powers of attorney) to represent the interests of the Partnership, REIT, and any subsidiary of such entity, as the case may be, and Purchaser under Section 6.14(b)(iii) with respect to any Tax Matter for any taxable period ending on or before the Closing Date with respect to the Partnership, REIT, or any subsidiary of this Agreement. Notwithstanding such entities before the immediately preceding sentence, each Party shall be entitled to take control of Internal Revenue Service or any other Governmental Authority responsible for the complete defense administration of any tax, and shall have the right to control the prosecution, defense, compromise or other resolution of any such Tax Claim Matter, including responding to inquiries, filing tax returns and contesting, defending against and resolving any assessment for additional taxes or notice of tax deficiency or other adjustment of taxes of, or relating to Taxes for which it is obligated to file to, a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law)Matter, and to employ counsel of its choice at its expense; provided, however, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder any counsel hired by Cedar with respect to such Tax Claim; provided further, that such Party Matter shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant be subject to the first sentence approval of this Section 6.14(d)RioCan (which approval shall not be unreasonably withheld or delayed) and RioCan shall have a right to participate in such defense, compromise or other resolution. If one Party takes control of any such audit or proceeding, the other Party Cedar shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may (w) not agree to settle initiate any claim for Taxes for which the other may be liable refund or amend any tax return without the prior written consent of such other PartyRioCan, which consent shall not be unreasonably withheldwithheld or delayed, (x) keep RioCan fully and timely informed with respect to the commencement, status and nature of any Tax Matter, (y) in good faith, allow RioCan to make comments regarding the conduct of or positions taken in any such proceeding and (z) not enter into any settlement or compromise (including, without limitation, any settlement that could adversely impact (a) the status of REIT as a real estate investment trust within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder for any taxable period beginning prior to the Closing Date or (b) the status of RioCan Holdings as a real estate investment trust within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder) any matter without the prior written consent of RioCan, which consent shall not be unreasonably withheld or delayed. This Section 6.14(dThe costs and expenses incurred in representing the interests of the Partnership, REIT, and any subsidiary of such entity, as the case may be, with respect to any Tax Matter for any tax period ending on or prior to the Closing Date before the Internal Revenue Service or any other Governmental Authority responsible for the administration of any tax (including, without limitation, any costs and expenses associated with the defense, compromise or other resolution of any such Tax Matter) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)borne eighty percent (80%) by RioCan and twenty percent (20%) by Cedar.

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.146.9. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under Section 6.146.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, however, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii6.9(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.9 (or by Law), and to employ counsel of its choice at its expense; provided, however, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.9(e). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Neither Party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d6.9(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party Unless Buyer has previously received written notice from the Sellers' Representative of the existence of any Tax Matter (as defined below), Buyer shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of notice Sellers' Representative of any pending or threatened inquiries, claims, assessments, audits or assessments similar events with respect to Taxes relating to a Pre-Closing Tax Period for which such other Party (or any of its Affiliates) is the Sellers may be liable under Section 6.14. Failure this Agreement (such inquiry, claim, assessment, audit or similar event, a "Tax Matter"); provided, however, that no failure to give such Notification notice shall not relieve the indemnifying party from Sellers of any liability under Section 6.14, hereunder except if and to the extent extent, if any, that the indemnifying party is rights of the Sellers with respect to such claim are materially actually prejudiced thereby. Each The Sellers' Representative shall have the authority to represent the interests of a Company Party or Blocker and shall have the right to control of the defense, compromise or other resolution of any Tax Matter relating solely to a Pre-Closing Tax Period (other than a Straddle Period); provided, however, that Buyer shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “fully participate in such Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice Matter at its own expense; provided, that Seller . Buyer shall have the authority to represent the interests of a Company Party or Blocker and shall have the applicable Other Subsidiary and Purchaser shall jointly right to control the defense defense, compromise or other resolution of any Tax Claim Matter relating to Taxes a Straddle Period; provided however, that, the Sellers' Representative shall be entitled to fully participate in such Tax Matter at its own expense. Each party shall keep the other parties reasonably informed, to the extent practicable, with respect to the commencement, status and nature of any Tax Matter to which a Straddle Period for which Taxes are allocated party is entitled to both Seller control pursuant to this Section. The Sellers' Representative and Buyer shall not (and shall not allow) the settlement of any Tax Matter it controls without the prior written consent of Buyer or the applicable Other SubsidiarySellers' Representative, as the case may be, and Purchaser under Section 6.14(b)(iii) such consent not to be unreasonably withheld, conditioned or delayed. In the event that either Buyer or Sellers' Representative does not assume representation of this Agreement. Notwithstanding the immediately preceding sentence, each a Company Party shall be or Blocker in a Tax Matter that it is entitled to take control of the complete defense of any Tax Claim relating pursuant to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law7.03(e), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take party may assume the control of such Tax Claim within 60 days of the earlier of (x) the date on which Matter; provided however, that such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties party may not agree to settle any claim for Taxes for which (or allow the other may be liable settlement of) such Tax Matter without the prior written consent of the other party, such other Party, which consent shall not to be unreasonably withheld, conditioned or delayed. This Section 6.14(d) shall govern control responsibility for Tax Matters notwithstanding any other provision of this Agreement to the extent it would otherwise be inconsistent with Section 9.3(a)contrary.

Tax Controversies. A Party The Purchaser shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of notice Seller Representative of any pending or threatened inquiries, claims, assessments, audits or assessments similar events with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller a Pre-Closing Period or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated the Purchaser Indemnitees may be entitled to both a right of indemnification and reimbursement from the Escrow Fund pursuant to Section 11.3 (such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). The Seller Representative, at its sole expense, shall have the authority to represent the interests of Holdings or the applicable Other SubsidiaryCompany, as the case may be, and shall have control of the defense, compromise or other resolution of any Tax Matter with respect to a Pre-Closing Period of Holdings or the Company; provided, however, that the Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of participate in any such Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice Matter at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, own expense and the Party controlling such audit or proceeding Seller Representative shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without obtain the prior written consent of the Purchaser prior to settling any such other PartyTax Matter but only to the extent such settlement may affect Holdings or the Company in any taxable period that ends after the Closing Date, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 6.14(d) The Seller Representative shall govern keep the Purchaser fully and timely informed with respect to the extent it would otherwise commencement, status and nature of such Tax Matter. With respect to Tax Matters involving a Straddle Period for which the Purchaser Indemnitees may be inconsistent with entitled to a right of indemnification and reimbursement from the Escrow Fund pursuant to Section 9.3(a)11.3, the Seller Representative and the Purchaser shall jointly control the defense of such Tax Matter and neither may settle any such Tax Matter without obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned.

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after20 Business Days) (a “Notification”) upon receipt of written notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its AffiliatesAffiliates or Subsidiaries, as applicable) is liable under Section 6.146.9 or may give rise to an indemnification payment under Section 6.9(a). Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.146.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Subject to further provisions of this Section 6.9(f), each Party shall be entitled to take control of and be solely responsible for the complete defense of any tax audit or administrative or court proceeding Proceeding (a “Tax Claim”) relating to Taxes for which it may be solely liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party Arion shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated may be partially liable; provided that Sphinx, at its sole cost and expense, shall have the right to file participate in any Tax Claim relating to Taxes for which it may be partially liable. If Arion controls a Tax Return Claim relating to Taxes for which Sphinx may be partially liable, (but does not have any indemnification obligation hereunderi) under this Section 6.14 Arion shall conduct the defense of the Tax Claim diligently and in good faith, (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing ii) Arion shall keep Sphinx informed regarding the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control status of such Tax Claim within 60 days and (iii) Arion shall not settle, resolve, or abandon any such Tax Claim without Sphinx’s prior written consent (not to be unreasonably withheld, conditioned or delayed) to the extent such settlement, resolution or abandonment would increase Taxes for which Sphinx is liable under this Agreement. If Arion chooses not to control a Tax Claim, (A) Sphinx shall assume control of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in Tax Claim and conduct the defense of the Tax Claim diligently and in good faith, (B) Sphinx shall keep Arion informed regarding the status of such audit or proceedingTax Claim, (C) Arion shall have the right to participate in such Tax Claim at its sole cost and expense, and (D) Sphinx shall not settle, resolve, or abandon any such Tax Claim without Arion’s prior written consent (not to be unreasonably withheld, conditioned or delayed) to the Party controlling extent such audit settlement, resolution or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for abandonment would increase Taxes for which the other may be Arion is liable without the prior written consent of such other Party, which consent shall not be unreasonably withheldunder this Agreement. This Section 6.14(d6.9(f) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)9.3.

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any issue directly relating to Taxes for which it may be liable hereunder that arises in any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable), and to employ counsel of its choice at its expense; provided, that the relevant Seller or the applicable Other Subsidiary Party and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both the relevant Seller or the applicable Other SubsidiaryParty, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party party shall promptly notify the other Party party in writing promptly upon (but in no event later than 30 days afterfollowing) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party party (or any of its Affiliates) is liable under Section 6.146.12. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.146.12, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may would be liable, liable under this Agreement and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement6.12(b)(iii). Notwithstanding the immediately preceding sentence, each Party party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.12 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party party unconditionally releases in writing the other Party party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d)6.12. If one Party party takes control of any such audit or proceeding, the other Party party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Partyparty. The Parties Neither party may not agree to settle any settlement of any claim for Taxes for which could result in any increase in the Taxes owed by the other may be liable party without the prior written consent of such other Partyparty, which consent shall not be unreasonably withheld. This Section 6.14(d) 6.12 shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days after) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under this Section 6.146.9. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.146.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any issue directly relating to Taxes for which it may be liable hereunder that arises in any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable), and to employ counsel of its choice at its expense; provided, that the relevant Seller or the applicable Other Subsidiary Party and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both the relevant Seller or the applicable Other SubsidiaryParty, as the case may be, and Purchaser under Section 6.14(b)(iii6.9(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.9 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.9(d). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d6.10(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party (a) The Company by a vote of the Members shall promptly notify appoint an individual or entity to act as the other Party Company’s “partnership representative”, as defined in writing promptly upon Code Section 6223 (but as in no event later than 30 days aftereffect as of January 1, 2018, following passage of the Bipartisan Budget Act of 2015, Pub. L No. 114-74, the “BBA”) (the “Partnership Representative” or “it”). The Original Member shall initially serve as the Partnership Representative. The individual or entity appointed shall remain as Partnership Representative until it resigns or is replaced by a “Notification”vote of the majority of the Members as then constituted. (b) receipt The Partnership Representative is authorized and shall have the right to take any actions specified under the applicable sections of the BBA and regulations promulgated thereunder or any applicable state statute or local law, including but not limited to: (1) representing the Company in connection with all tax proceedings; (2) making elections under Code Section 6226; (3) making the decision whether to elect out of the partnership audit rules under Code Section 6221(b); (4) filing an administrative adjustment request under Code Section 6227; (5) filing suit under Code Section 6234; (6) settling any tax disputes or lawsuits with the Internal Revenue Service, the U.S. Department of Justice or state or local taxing authority; and (7) extending the period of limitation for adjustment of tax under Code Section 6235 or applicable state status or local law (all sections as in effect as specified in the BBA) or under applicable state statutes or local laws. Notwithstanding anything to the contrary in foregoing, the Partnership Representative shall make an election to elect out of the partnership audit rules under Code Section 6221(b) to the extent the Company is eligible to make such an election. (c) If an audit or tax proceeding results in an imputed underpayment under Code Section 6225 and if the Partnership Representative makes an election under Code Section 6226(a), the Company shall furnish to each Member of the Company for any portion of the year or years audited a statement reflecting the Member’s allocable share of the adjusted items as determined in the notice of final partnership adjustment and each such Member shall take such adjustments into account as required under Code Section 6226(b) and shall be liable for any pending related interest, penalty, addition to tax, or threatened audits additional amount (all sections as in effect as specified in the BBA). (d) To the extent any IRS audit or assessments tax proceeding could result in an increase in any Member’s personal liability for taxes, the Partnership Representative shall keep the Members (including potentially affected former Members) reasonably informed on a timely basis of all material developments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under Section 6.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d). If one Party takes control of any such audit or tax proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).9.04

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.146.11. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under Section 6.146.11, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii6.11(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.11 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.11(e). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Neither Party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. Neither Party shall settle any claim for Taxes for which the other Party may be liable or which may increase the Tax liability of the other Party without the prior written consent of such other Party. This Section 6.14(d6.11(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterthirty (30) days) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.147.1.1. Failure to give such Notification shall not relieve the indemnifying party Indemnifying Party from liability under Section 6.14Article 10, except if and to the extent that the indemnifying party Indemnifying Party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser Buyer shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser Buyer under Section 6.14(b)(iii) 7.1.1 of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 7.1 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 sixty (60) days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d)7.1.5. If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Neither Party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d) 7.1.5 shall govern to the extent it would otherwise be inconsistent with Section 9.3(a)10.5.

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.146.12. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under Section 6.146.12, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii6.12(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.12 (or by Law), and to employ counsel of its choice at its expense; provided, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.12(e). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Neither Party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d6.12(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a9.4(a).

Tax Controversies. A Party shall promptly notify the other Party in writing promptly upon (but in no event later than 30 days afterdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other Party (or any of its Affiliates) is liable under Section 6.146.9. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under Section 6.146.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each Party shall be entitled to take control of the complete defense of any tax audit or EXECUTION VERSION administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, however, that Seller or the applicable Other Subsidiary and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller or the applicable Other Subsidiary, as the case may be, and Purchaser under Section 6.14(b)(iii6.9(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.14 6.9 (or by Law), and to employ counsel of its choice at its expense; provided, however, that such Party unconditionally releases in writing the other Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.14(d6.9(e). If one Party takes control of any such audit or proceeding, the other Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other Party. The Parties Neither Party may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other Party, which consent shall not be unreasonably withheld. This Section 6.14(d6.9(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).