Common use of Tax Disputes Clause in Contracts

Tax Disputes. From and after the Closing, the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt by the Buyer Entities or any of their Affiliates (including, after the Closing Date, the Company Entities) of written notice of any pending or threatened Tax Proceeding with respect to (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(b), Truist shall have the right to elect in writing, within fifteen (15) Business Days of receiving notice hereunder, to control, at Truist’s sole cost and expense, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in any such Covered Tax Proceeding, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y), a “Closing and Reorganization Tax Proceeding”), the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant to

Tax Disputes. From The Buyer shall notify the Seller promptly (and in all cases within twenty-five (25) calendar days) after receiving notice of any audit, examination, investigation, or proceeding by or before a tax authority, or any claim or portion thereof raised in any court of law to the Closingextent that it may give rise to a Tax Loss (“Tax Dispute”). The Seller shall have the right and authority to control and direct the nature of any and all action to be taken in the defense of any such Tax Dispute, at its own expense. If the Seller elects to control a Tax Dispute, it shall within thirty (30) calendar days of receipt of the notice of a Tax Dispute notify the Buyer of its intent to do so, the Buyer Entities (orSeller shall have all rights to settle, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt by compromise and/or concede such asserted liability and the Buyer Entities shall cooperate and shall cause the Target Companies or any of their Affiliates (including, after the Closing Date, the Company Entities) of written notice of any pending or threatened Tax Proceeding with respect respective successors to (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(b), Truist shall have the right to elect in writing, within fifteen (15) Business Days of receiving notice hereunder, to controlcooperate, at Truist’s sole cost and expensethe reasonable expense of the Seller, any in each phase of such Covered Tax ProceedingDispute; provided, (1) however, that the relevant Buyer Entities Seller shall have not concede, settle or compromise any Tax Dispute without the right to participate at their own expense in any such Covered Tax Proceeding, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed consent of the status of such proceedingCompany, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), . If the “Non-Controlling Rights”). In the event that Truist does Seller elects not elect to control a Covered Tax ProceedingDispute, fails to notify the Buyer of its election as herein provided or in contests its obligation to indemnify under Section 8.4.1, the case of either Buyer or the Target Companies may pay, compromise or contest, at the Seller’s expense (x) a pending or threatened Tax Proceeding with respect and subject to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (yreimbursement by Seller for reasonable third party expenses), a “Closing and Reorganization Tax Proceeding”)such asserted liability. However, the relevant Buyer Entities shall control any in such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceedingcase, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at neither the Buyer Entities’ election pursuant nor the Target Companies may settle or compromise any asserted liability over the objection of the Seller; provided, however, that the Seller shall not unreasonably object to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, settlement or a Buyer Push-Out Election is made pursuant tocompromise.

Tax Disputes. From and after the Closing, the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt by the Buyer Entities or any of their Affiliates (including, after the Closing Date, the Company Entities) of written notice of any pending or threatened Tax Proceeding with respect to a (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(b), Truist shall have the right to elect in writing, within fifteen (15) Business Days of receiving notice hereunder, to control, at Truist’s sole cost and expense, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in any such Covered Tax Proceeding, and (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through and (32) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y), a “Closing and Reorganization Tax Proceeding”)Period, the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have the Non-Controlling Rights in respect of such proceedingRights, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding)Period, Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant toProceeding.

Tax Disputes. From and after the Closing, Each of the Buyer Entities (orand the Target Companies, with respect to any particular Company Entityon the one hand, and the relevant Buyer Entity or Buyer Entities) Sellers, on the other hand, shall reasonably promptly notify Truist the Sellers or the Buyer (as the case may be) in writing of receipt any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding received by them involving any of the Target Companies which, if determined adversely to the taxpayer, would be grounds for indemnification under Section 11.2.1.4; provided, however, that a failure to give such notice will not affect the right to indemnification under this Agreement absent actual and material prejudice to the indemnifying party resulting from such failure (but in such event only to the extent of such prejudice). In the case of such an audit or administrative or judicial proceeding that relates solely to any Tax period ending on or prior to the Closing Date, except to the extent provided otherwise below, the Sellers shall have the right at their own expense to control the conduct of such audit or proceeding so long as they conduct the defense actively, diligently and in good faith. Buyer also may participate in any such audit or proceeding at its own expense and, (1) if the Sellers do not assume or are not conducting the defense of any such audit or proceeding actively, diligently and in good faith or (2) the Buyer Entities has been advised by counsel that a conflict exists between a Buyer Indemnitee and the Sellers in connection with the defense thereof that would prevent the Sellers or their counsel from defending such audit or proceeding, Buyer may, without any of their Affiliates (effect on the right to indemnification under this Agreement and notwithstanding anything to the contrary hereunder, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving twelve (12) Business Days prior written notice to the Sellers setting forth the terms and conditions of such settlement. With respect to such an audit or administrative or judicial proceeding (A) which involves a proposed assessment or claim (or may result in an assessment or claim) for Taxes that applies to both a Tax period ending on or before the Closing Date and a Tax period beginning on or after the Closing Date (including a Straddle Period) or (B) which involves a change of accounting method or other issue that recurs for a Tax period or portion thereof that ends after the Closing Date (whether or not the subject of an audit or proceeding at such time), (i) each such party may participate in the audit or proceeding, (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods, and (iii) each party shall bear its own expenses of such audit or proceeding. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by Buyer and the Sellers. With respect to such an audit or administrative or judicial proceeding that relates solely to any Tax period beginning on or after the Closing Date, the Company Entities) of written notice of any pending or threatened Tax Proceeding with respect to (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(b), Truist Buyer shall have the sole right to elect control the conduct of such audit or proceeding, except where such audit or proceeding may reasonably be expected to, if determined adversely to the taxpayer, be grounds for indemnification under Section 11.2.1.4. Buyer and the Sellers agree to cooperate and to act in writinggood faith, within fifteen (15) Business Days and agree to cause their respective Affiliates to cooperate and to act in good faith, in conducting, and in the defense against or compromise of receiving notice hereunder, to control, at Truist’s sole cost and expenseany claim in, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in any such Covered Tax Proceeding, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such audit or administrative or judicial proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceedingof any conflict between this provision and any other provision in this Agreement, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y)including without limitation Section 11.6.2, a “Closing and Reorganization Tax Proceeding”), the relevant Buyer Entities this Section 6.9.7 shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant tocontrol.

Tax Disputes. From and after the Closing, the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entitiesa) Purchaser shall reasonably promptly notify Truist Seller in writing within ten (10) days of the receipt by the Buyer Entities or any of their Affiliates (including, after the Closing Date, the Company Entities) Purchaser of written notice of any pending inquiries, audits, examinations, assessments or threatened proceedings from any Tax Proceeding Authority with respect to Taxes of the Company for which Seller would be required to indemnify any Purchaser pursuant to this Agreement (i) any such inquiry, assessment, proceeding or similar event, a Pass-Through Income “Tax Matter”); provided, however, that the failure of Purchaser to deliver a timely notice hereunder shall not affect its rights to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure to provide timely notice. Seller may, at its own expense, participate in and, upon notice to Purchaser, assume the defense of any such Tax Matter in respect of relating to a Tax period that ends ending on or before the Closing Date (but notnot an Overlap Period, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”which is governed by Section 10.4(b)). Subject If Seller assumes such defense, Seller shall have the authority, with respect to Section 6.07(b)such Tax Matter, Truist to represent the interests of the Company before the relevant Tax Authority and shall have the right to elect control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, 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, such Tax Matter. Purchaser has the right (but not the duty) to participate in writing, within fifteen (15) Business Days the defense of receiving notice hereunder, such Tax Matter and to controlemploy counsel, at Truist’s sole cost and its own expense, separate from the counsel employed by Seller. Seller shall not enter into any settlement of or otherwise compromise any such Covered Tax Proceeding; providedMatter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, (1) the relevant Buyer Entities shall have the right to participate at their own expense in Company or any such Covered Tax Proceeding, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed Affiliate of any of the status of such proceedingforegoing for any Post-Closing Period, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of including any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall notOverlap Period, without the relevant Buyer Entities’ prior written consent (which of Purchaser, such consent shall not to be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, . Seller shall keep Purchaser fully and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding timely informed with respect to the Closing commencement, status and Reorganization Transactions (nature of any proceeding described such Tax Matter, and will, in (y)good faith, a “Closing consider any comments of Purchaser, and Reorganization Tax Proceeding”), allow Purchaser or Purchaser’s counsel to consult with it regarding the relevant Buyer Entities shall control conduct of or positions taken in any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made to be present at the Buyer Entities’ election pursuant to Section 6.07 any meetings or proceedings with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant toAuthority.

Tax Disputes. From and (i) Within ten (10) Business Days after Buyer or the Closing, the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt by the Buyer Entities or any of their Affiliates (including, after the Closing Date, the Company Entities) of Acquired Companies receives written notice of any pending Tax contest, audit or threatened Tax Proceeding with respect other proceeding relating to any Taxes for which Seller has an indemnification obligation pursuant to Section 7.1 (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (each a “Covered Tax ProceedingContest”), Buyer will notify Parent in writing of such Tax Contest. Subject Parent shall have thirty (30) days after receipt of such notice to Section 6.07(b)elect to undertake, Truist conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and Buyer and the Acquired Companies and their respective Affiliates shall cooperate in connection therewith as reasonably requested by Parent. If within thirty (30) days after the receipt of Buyer’s notice Parent does not notify Buyer that Parent elects (at its cost and expense) to undertake the defense thereof, or gives such notice and thereafter fails to contest such claim in good faith, Buyer shall have the right to elect in writingcontest, within fifteen (15) Business Days of receiving notice hereundersettle, or compromise such claim and Buyer shall not thereby waive any right to control, at Truist’s sole cost and expense, any indemnity for such Covered Tax Proceedingclaim under this Agreement; provided, (1) however, that none of Buyer or the relevant Acquired Companies shall pay or settle any such claim without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed. Buyer Entities shall have the right to participate at their own expense in any Tax Contest which is reasonably expected to have the effect of increasing Buyer’s or the Acquired Companies’ Tax liability for any Tax period ending after the Closing, and Parent shall not settle or compromise any such Covered Tax ProceedingContest without Buyer’s prior written consent, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall will not be unreasonably withheld, conditioned withheld or delayed); provided, agree further, that Buyer shall consent to any settlement, conclusion settlement or resolution with respect to compromise if Parent fully indemnifies Buyer for any such Covered increase in Buyer’s or the Acquired Companies’ Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y), a “Closing and Reorganization Tax Proceeding”), the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant toliability.

Tax Disputes. From and after (i) The Buyer shall deliver a written notice to the ClosingSeller in writing promptly following any demand, the Buyer Entities (orclaim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other Governmental Authority proceeding with respect to Taxes of the Company for which the Seller may be liable (a “Tax Controversy”). With respect to any particular Tax Controversy for Taxes of the Company Entityfor a Pre-Closing Tax Period (other than the pre-Closing portion of any Straddle Period), the relevant Seller may elect to assume and control the defense of such Tax Controversy by written notice to the Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt within 30 days after delivery by the Buyer Entities or to the Seller of the Tax Controversy Notice. If the Seller elects to assume and control the defense of any of their Affiliates (including, after the Closing DateTax Controversy, the Company EntitiesSeller shall (x) keep the Buyer reasonably informed of written notice all material developments and events relating to such Tax Controversy (including promptly forwarding copies to the Buyer of any pending or threatened Tax Proceeding related correspondence, and shall provide the Buyer with respect an opportunity to (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends review and comment on or any material correspondence before the Closing Date (but not, for the avoidance of doubt, Seller sends such correspondence to any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(bGovernmental Authority), Truist shall have and (y) consult with the right to elect Buyer in writingconnection with the defense or prosecution of any such Tax Controversy, within fifteen (15) Business Days of receiving notice hereunder, to controland, at Truist’s sole its own cost and expense, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in (but not control) the defense of such Tax Controversy (including participating in any discussions with the applicable Governmental Authority regarding such Covered Tax ProceedingControversy); provided, (2) Truist however, that the Seller shall (A) keep not settle or compromise any Tax Controversy without the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request prior written consent of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence (such consent not to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y), a “Closing and Reorganization Tax Proceeding”), the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant to.

Tax Disputes. From (a) If any dispute between the Parties should arise regarding their respective rights and after the Closingobligations pursuant to this Article VII (a “Tax Dispute”), the Buyer Entities Seller and Purchaser shall use commercially reasonable efforts to settle such Tax Dispute. - 60 - (orb) If, within 30 days, such commercially reasonable efforts do not resolve such Tax Dispute, Seller and Purchaser shall submit all matters that remain in dispute with respect to any particular Company Entitysuch Tax Dispute to Ernst & Young (the “Tax Referee”). Within 30 days after submission of such matters to the Tax Referee, the relevant Buyer Entity or Buyer Entities) Tax Referee shall reasonably promptly notify Truist make a final determination pursuant to such procedures as the Tax Referee deems advisable. The Tax Referee shall resolve the Tax Dispute according to such procedures as the Tax Referee deems advisable and shall furnish written notice to the Parties of its resolution of any such Tax Dispute as soon as practicable, but in writing any event no later than 45 days after its acceptance of receipt the matter for resolution. Any such resolution by the Buyer Entities or any Tax Referee shall be consistent with the terms of their this Agreement, and if so consistent shall be conclusive and binding on the Parties. (c) The fees and expenses relating to the work, if any, to be performed by the Tax Referee shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. During the review by the Tax Referee, each of Purchaser and Seller shall, and shall cause its respective Affiliates (including, after the Closing Date, the Company Entities) of written notice of any pending or threatened Tax Proceeding with respect to (i) a Pass-Through Income Tax Matter in respect of a Tax period that ends on or before the Closing Date (but not, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified Taxes (a “Covered Tax Proceeding”). Subject to Section 6.07(b), Truist shall have the right to elect in writing, within fifteen (15) Business Days of receiving notice hereunder, to control, at Truist’s sole cost and expense, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in any such Covered Tax Proceeding, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of any submissions or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, without the relevant Buyer Entities’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (xPurchaser, the Companies and their respective Subsidiaries) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect and its and their respective employees, accountants and other representatives to, each make available to the Closing Tax Referee interviews with such personnel and Reorganization Transactions (such information, books and records and work papers, as may be reasonably requested by the Tax Referee to fulfill its obligations under this Section 7.14; provided, that the accountants of Seller or Purchaser shall not be obliged to make any proceeding described work papers available to the Tax Referee except in (y), a “Closing accordance with such accountants’ normal disclosure procedures and Reorganization Tax Proceeding”), the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers shall have the right to control then only after such Tax Proceeding and the relevant Buyer Entities shall have Non-Controlling Rights in respect of Referee has signed a customary nondisclosure agreement relating to such Tax Proceeding (provided that Truist shall have the ability access to waive such right to control in its sole discretion in which case the relevant Buyer Entities shall control such Tax Proceeding and Truist shall have the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant towork papers. 7.15

Tax Disputes. From Seller, on the one hand, and after Buyer, on the Closingother hand, the Buyer Entities shall provide to each other notice within five (or5) business days of receipt of any notice of deficiency, with respect proposed adjustment, assessment, audit, examination or other administration or court proceeding, suit, dispute or other claim (a “Tax Matter”) in which a Government Entity or other Tax authority makes or proposes to make a Tax adjustment to any particular Company Entity, Pre-Closing Period. Seller shall control the relevant Buyer Entity or Buyer Entities) shall reasonably promptly notify Truist in writing of receipt by the Buyer Entities or any of their Affiliates (including, after the Closing Date, the Company Entities) of written notice conduct of any pending or threatened Tax Proceeding with respect to Matter that: (i) a Pass-Through Income Tax Matter in respect could adversely affect the Taxes of a Tax period that ends on or before the Closing Date (but notSeller, for the avoidance of doubt, any Straddle Period) or (ii) Indemnified could result in Seller being liable for any amount of Taxes or losses related thereto, either under Legal Requirements or pursuant to this Agreement (a “Covered Seller Tax ProceedingClaim”), but only to the extent that the resolution of such Seller Tax Claim could not adversely affect the Tax liability of Buyer or its Affiliates. Subject Buyer shall control all other proceedings. With respect to Section 6.07(b)any Tax Matter, Truist the Party not controlling the proceeding of such Tax Matter or its representative shall (to the extent permitted by Legal Requirements) have the right to elect in writingright, within fifteen (15) Business Days of receiving notice hereunderat its expense, to control, at Truist’s sole cost and expense, any such Covered Tax Proceeding; provided, (1) the relevant Buyer Entities shall have the right to participate at their own expense in any such Covered Tax ProceedingMatter. Seller shall not settle, (2) Truist shall (A) keep the relevant Buyer Entities reasonably informed of the status of such proceeding, (B) provide the Buyer Entities with a reasonably detailed summary of material issues and developments of such proceeding and (C) at the request of the Buyer Entities, provide the Buyer Entities with copies of compromise or agree to any submissions Tax adjustment which affects or other written correspondence to or from the relevant Taxing Authority and (3) Truist shall not, could affect Buyer’s Tax liability without the relevant Buyer Entities’ prior written consent (of Buyer, which consent shall not be unreasonably withheld; provided, conditioned or delayed), agree to any settlement, conclusion or resolution with respect to any such Covered Tax Proceeding (clauses (1) through (3) collectively, and each as subject to Section 6.07(b), the “Non-Controlling Rights”). In the event that Truist does not elect to control a Covered Tax Proceeding, or in the case of either (x) a pending or threatened Tax Proceeding with respect to a Straddle Period or (y) a pending or threatened Tax Proceeding with respect to the Closing and Reorganization Transactions (any proceeding described in (y), a “Closing and Reorganization Tax Proceeding”), the relevant Buyer Entities shall control any such proceeding in its sole operation and discretion but Truist shall have Non-Controlling Rights in respect of such proceeding, applied mutatis mutandis. Notwithstanding the foregoing, (I) in the event that a Buyer Push-Out Election is made at the Buyer Entities’ election pursuant to Section 6.07 with respect to any Tax Proceeding in respect of a Straddle Period (other than a Closing and Reorganization Tax Proceeding), Truist Sellers Seller shall have the right to control settle or compromise any such proceedings without the consent of Buyer to the extent such settlement or compromise will not adversely affect the Tax Proceeding liability of Buyer or any Affiliate thereof (including the Company) after the Closing Date, and the relevant Buyer Entities shall have Non-Controlling Rights in respect of such Tax Proceeding (provided that Truist shall have the ability to waive such right to control in its sole discretion in which case settle or compromise any such proceedings without the relevant Buyer Entities shall control consent of Seller to the extent such settlement or compromise will not adversely affect the Tax Proceeding and Truist shall have liability of Seller or any Affiliate thereof prior to the Non-Controlling Rights), and (II) in the event that either a Truist Push-Out Election is made at Truist’s election pursuant to Section 6.07, or a Buyer Push-Out Election is made pursuant toClosing Date.