Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entity.

Tax Proceedings. Notwithstanding Purchaser shall, within five (5) days of receipt, provide Seller with written notice of any other provision of this Agreementinquiries, Seller audits, examinations or its designee shall have the right to elect to control at its sole expense proposed adjustments by any Tax Proceeding on behalf of Seller that Governmental Authority, which relates to any (i) Excluded Asset Taxes for any Tax Liabilities period ending prior to the Effective Date or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax any Straddle Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Pre-Effective Date Tax ContestProceeding”); provided, that the failure of Purchaser to give notice of a Pre-Effective Date Tax Proceeding shall not relieve the Seller of its obligations under this Agreement, except to the extent Seller is materially prejudiced by such failure. Purchaser Seller shall promptly notify Seller in writing upon receiving notice from any Tax Authority of have the commencement option to (i) control the conduct and resolution of any Seller Pre-Effective Date Tax ContestProceeding that relates solely to a Tax period ending prior to the Effective Date, and (ii) participate in any Pre-Effective Date Tax Proceeding that relates to a Straddle Period (in whole or in part) or that Seller does not elect to control. Seller may exercise such option by providing written notice to Purchaser shall take all actions reasonably necessary within fifteen (including providing a power 15) days of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case receiving written notice of any Seller Pre-Effective Date Tax Contest that Proceeding from Purchaser. If Seller elects to control and that reasonably would be expected to give rise a Pre-Effective Date Tax Proceeding, Seller shall (i) keep Purchaser informed of the progress of any such Pre-Effective Date Tax Proceeding, (ii) provide Purchaser with copies of material correspondence with respect to any such Tax for Proceeding, (iii) permit Purchaser (or Purchaser’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any Postsuch Pre-Closing Effective Date Tax PeriodProceeding (at Purchaser’s cost), Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall (iv) not settle effect any settlement or compromise of any such Seller Pre-Effective Date Tax Contest Proceeding without the prior written consent of Purchaser (Purchaser, not to be unreasonably conditioned, delayed or withheld. Purchaser shall control any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending before the Effective Date that Seller does not elect to control or any Pre-Effective Date Tax Proceeding that relates to any Straddle Period; provided Purchaser shall (i) keep Seller informed of the progress of any such Pre-Effective Date Tax Proceeding, conditioned (ii) provide Seller with copies of material correspondence with respect to any such Pre-Effective Date Tax Proceeding, (iii) permit Seller (or delayedSeller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such Pre-Effective Date Tax Proceeding (at Seller’s cost), and (iv) not effect any settlement or compromise of any such Pre-Effective Date Tax Proceeding without the written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the case event of any Seller Tax Contest described a conflict between the provisions in (ii) above (other than any Tax Contest relating to a Tax Return of Seller)this Section 9.7 and those in Section 11.4, Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee this Section 9.7 shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitycontrol.

Tax Proceedings. Seller shall exercise, at its expense, the control, handling, disposition and settlement of any governmental inquiry, examination or proceeding that could result in a determination with respect to Taxes due or payable by BGH Holdings, BRH Holdings or the Companies for which Seller may be liable, or against which Seller may be required to indemnify Buyer pursuant hereto. Notwithstanding any other provision of this Agreementthe foregoing, Seller or its designee Buyer shall have the right to elect participate in controlling, handling, disposing and settling (together with Seller) any issue relating to control at its sole expense any Tax Proceeding on behalf of Seller Return that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for includes a Pre-Closing Tax Period or on and a Post- Closing Period, and Seller shall promptly notify Buyer of such an issue and provided further that, if there is a disagreement with respect to the manner in which the issues related to such a Tax Return should be handled, the party with the greater economic interest in the resolution of such issues shall have the ultimate right to determine the disposition of such issues. Buyer shall notify Seller of its election to participate as provided above within sixty (60) days of Buyer's receipt of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that 's notice. If Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do soreceive such a notice, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Periodit shall be conclusively presumed that Buyer has elected not to so participate. In the event Buyer does not elect to participate as provided above, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Buyer if, in connection with any such inquiry, examination or proceeding, any government authority proposes to make any assessment or adjustment with respect to tax items of BGH Holdings, BRH Holdings or the Companies, which assessments or adjustments could affect Holdings or the Companies following the Closing Date, and shall not agree to any such assessment or adjustment without the consent of Buyer, which consent shall not be unreasonably withheld. Buyer shall notify Seller in writing upon within thirty (30) days, (but in no event later than ten (10) days prior to the time in which such Tax Authority has required a response), of receiving either verbal or written notice of learning of any such inquiry, examination or proceeding. Any failure of Buyer to so notify Seller shall release Seller from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) obligation or indemnification with respect to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entityextent Seller is actually prejudiced thereby. Buyer shall cooperate (and shall cause Holdings and the Companies to cooperate) with Seller, as Seller may reasonably request, in any such inquiry, examination or proceeding.

Tax Proceedings. Notwithstanding The Buyer shall promptly, and in any other provision event within 15 days, notify Sellers' Representative in writing upon receipt by the Buyer or any of this Agreementits Subsidiaries of notice of any audits, Seller examinations, adjustments or its designee shall have assessments relating to Taxes for which any of the right Buyer or the Acquired Companies may be entitled to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected receive indemnity under SECTION 11.4 (each, a “Seller Tax Contest”"TAX CLAIM"). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest Claim that Seller elects can be contested separately from the contest of any Tax not indemnified under SECTION 11.4 and as to the full amount of such claim the Buyer and the Acquired Companies are indemnified pursuant to such SECTION 11.4 taking into account the limitations in SECTION 11.9 (a "SEVERABLE TAX CLAIM"), the Sellers' Representative may, in its sole discretion, direct Buyer or an Acquired Company to either pay the Tax claimed and xxx for a refund or contest such Severable Tax Claim in any permissible forum and shall otherwise have the sole right at its sole expense to direct, control and settle any administrative or judicial proceedings relating to such Severable Tax Claim; provided, however, that reasonably would (i) the Buyer shall be expected entitled to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller administrative or judicial proceedings and (ii) to the extent any settlement of any such proceeding is reasonably expected to have a material adverse impact on the Buyer or any Acquired Company in respect of any Tax Contest and Seller or its designee shall not indemnified under SECTION 11.4, Sellers' Representative may not settle or compromise any such Seller Tax Contest proceeding without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). In ) of the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax ContestBuyer. In the case of any Tax Proceeding described Claim that is not a Severable Tax Claim, (i) if such claim is not a Severable Tax Claim because it cannot be contested separately from a claim in (iii) above but respect of a Tax for which such Excluded Tax Assets are the Buyer is not so reflected on indemnified under SECTION 11.4 (a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller"RELATED CLAIM"), Purchaser or its designee Sellers' Representative shall control the conduct of any administrative or judicial proceedings relating to the Tax Claim at its sole expense and the Buyer shall control the conduct of any Related Claim at its sole expense; provided, however, that the Buyer and Sellers' Representative shall consult in good faith on the proper administrative and judicial forums in which to contest such Tax Claim and Related Claim, it being understood that in the event of disagreement the choice of forum shall be decided by the Sellers' Representative if the amount of the Tax Claims in such proceedings exceeds the amount of the Related Claims in such proceedings and otherwise by the Buyer and (ii) if such Tax Claim is not a Severable Tax Claim because the full amount of such Tax Claim is not indemnified pursuant to SECTION 11.4 taking into account the limitations in SECTION 11.9, Sellers' Representative and the Buyer shall jointly control the contest of such Tax Claim, it being understood that in the case of disagreement as to the proper action to be taken in connection with any such contest, the Sellers' Representative shall decide the proper action if, in the event such Tax Proceeding on behalf of Purchaser Claim is successful, the amount indemnified under SECTION 11.4 would exceed the amount not indemnified under such section, and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for Buyer shall decide the avoidance of doubtproper action if, Purchaser shall in the event such Tax Claim is successful, the amount indemnified under SECTION 11.4 would not have exceed the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does amount not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from indemnified under such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitysection.

Tax Proceedings. Notwithstanding In case any other provision written claim, demand or deficiency with respect to any Tax is asserted or any action is commenced or written notice is given by any Taxing authority against SICC or Buyer, in respect to which indemnity may be sought against the Shareholders in accordance with Section 10.1 of this Agreement, Seller Buyer shall give prompt written notice to the Shareholders. The failure of Buyer to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Shareholders are actually prejudiced by such failure. The Shareholders shall promptly give written notice to Buyer of any written or other notification received by the Shareholders from a Taxing authority of a proposed adjustment with respect to any Tax of SICC or its designee Affiliates which is attributable to Tax periods ending on or before the Closing Date and shall also promptly give written notice to Buyer if a Taxing authority threatens to assert against SICC or Buyer the Tax Liability of any others (including, but not limited to, the Shareholders). The Shareholders shall have the right to elect to control control, contest and defend at its sole cost and expense any Tax Proceeding on behalf of Seller that relates and with counsel reasonably acceptable to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser the Buyer. Buyer shall use commercially reasonable efforts reasonably cooperate with respect to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement portion of any Seller Tax Contestclaim, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller action or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise proceeding with respect to any Tax for which the Shareholders are responsible at the sole cost and expense of the Shareholders. The Shareholders jointly and severally agree to pay to Buyer and SICC all of their reasonable expenses which they shall incur in connection with such cooperation. The Shareholders shall keep Buyer reasonably informed of the progress of any Post-Closing Tax Periodsuch claim, Purchaser action or proceeding and shall allow Buyer’s reasonable participation therein at Buyer’s expense. The Shareholders may participate at its sole expense not settle any such claim, action or proceeding in such Seller Tax Contest and Seller a manner which would materially adversely affect SICC or its designee shall not settle or compromise such Seller Tax Contest without Affiliates after the Closing Date unless the Shareholders obtain the prior written consent of Purchaser (Buyer, which consent shall not unreasonably be withheld. Buyer may request that the Shareholders decline to be unreasonably withheldtake any further action with respect to any claim, conditioned demand or delayed)deficiency described herein, and the Shareholders thereafter shall take no further action provided that Buyer has notified the Shareholders in writing that it waives its right to indemnification for any liability resulting therefrom. In the case event the Shareholders request SICC to pay Taxes to a Governmental Authority prior to contesting the assessment thereof and thereafter to file a claim or suit for refund, the Shareholders shall advance to SICC, on an interest-free basis, the amount of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller)such payment, Purchaser may participate at its sole expense in such Seller Tax Contest. In after which SICC shall promptly pay the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate amount to the Program Business or Governmental Authority as directed by the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityShareholders.

Tax Proceedings. Notwithstanding any other provision of this AgreementAfter the Closing, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of SellerAcquired Companies and Buyer, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Periodas applicable, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller the Equityholders' Representative in writing upon receiving notice from any Tax Authority of the commencement taxing authority of any Seller audit, claim, examination, litigation or other proceeding with respect to Taxes or Tax Returns for any Pre-Closing Tax Period or Straddle Period (each a "Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) "). With respect to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects is solely with respect to control and that reasonably would be expected to give rise to any Tax for any PostPre-Closing Tax PeriodPeriod (a "Pre-Closing Tax Contest"), Purchaser may the Equityholders' Representative shall have the right to elect in writing to control such Pre-Closing Tax Contest; provided, that (x) Buyer shall have the right to fully participate at in any such Tax contest and to retain advisors of its sole expense choice (including to review in advance and reasonably comment upon material submissions made in the course of such Seller Tax Contest contest and Seller to attend any material in-person or its designee telephonic meetings) and (y) Equityholders' Representative shall keep Buyer reasonably informed of the status of such Tax contest. Equityholders' Representative shall not settle or compromise any Pre-Closing Tax Contest without Buyer's prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Equityholders' Representative does not elect to control any such Seller Pre-Closing Tax Contest, fails to diligently pursue any such Pre-Closing Tax Contest or the Tax Contest is not a Pre-Closing Tax Contest, then Buyer shall have the right to control such Tax Contest provided that (x) the Equityholders' Representative shall have the right to fully participate in any such Tax Contest at its own expense (including to review in advance and reasonably comment upon material submissions made in the course of such Tax Contest and to attend any material in-person or telephonic meetings), (y) Buyer shall keep the Equityholders' Representative reasonably informed of the status of such Tax Contest and (z) Buyer shall diligently pursue any such Tax Contest. Buyer shall not settle any such Tax Contest without the Equityholders' Representative's prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of With respect to any Seller Tax Contest described in (ii) above (audit, claim, examination, litigation or other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return proceeding for a Pre-Closing Tax Period in which the Partnership Tax Audit Rules apply to the Acquired Companies, notwithstanding anything herein to the contrary, the Acquired Companies will make the election under Section 6226(a) of the Code with respect to the alternative to payment of any imputed underpayment by the applicable Acquired Company, and Buyer, Equityholders, Equityholders' Representative and the Acquired Companies will take any action necessary to effectuate the foregoing. None of the Equityholders' Representative, any Acquired Company or on a any of their Affiliates shall make any election or otherwise take any action to cause the Partnership Tax Return of Seller, Purchaser or its designee shall control Audit Rules to apply at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere earlier date than is required by law to any reasonable instructions from Seller with respect theretoAcquired Company. Notwithstanding In the foregoing event of a conflict between this Section 6.6(g) and for Section 7.4, the avoidance provisions of doubt, Purchaser this Section 6.6(g) shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitycontrol.

Tax Proceedings. Notwithstanding If an audit, investigation or similar proceeding shall be commenced, or a claim shall be made, by any other provision Tax Authority, with respect to Taxes for which Seller may be liable under the terms of this Agreement, Acquirer shall, or shall cause the Company to, promptly notify Seller in writing of such audit, investigation or its designee similar proceeding or claim (a "Tax Proceeding"); provided, however, that failure to give such notice shall not affect Seller's indemnification obligations unless such failure prevents Seller from taking meaningful control of such Tax Proceeding or otherwise materially prejudices Seller. Seller shall have the primary right to elect to control at its sole expense any contest such Tax Proceeding on behalf of Seller that relates with respect to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period (at Seller's expense) and, only with respect to Pre-Closing Tax Periods, shall have discretion and authority to pay, settle or on compromise any such Tax Proceeding (including selection of counsel, the pursuit or waiver of any administrative proceeding or the right to pay the Tax and sxx for a refund or contest the Tax Return of SellerProceeding in any permissible manner); provided, however, that (i) Acquirer (or its advisors) may fully participate at Acquirer's sole expense in the Tax Proceeding, and (ii) Excluded Seller shall not settle any Tax Liabilities on Proceeding in a manner that could reasonably be expected to increase the Tax Return liabilities of Acquirer or the Company for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Periods without the prior written consent of Purchaser Acquirer (which consent shall not to be unreasonably withheld, conditioned or delayed). In ; provided that no compromise or settlement of such Tax Proceeding may be effected by the case party controlling the defense of such Tax Proceeding without the other party's consent unless (A) there is no finding or admission of any violation by such other party of any Applicable Law or any rights of any Person, (B) the settlement fully discharges such other party from any and all Tax claims made against such other party in such Tax Proceeding, and (C) the sole relief provided is monetary damages that are paid in full by the compromising or settling party. The Company shall provide duly completed powers of attorney to permit the foregoing. Seller Tax Contest described in (ii) above (and Acquirer shall keep each other than timely informed with respect to the commencement, status and nature of any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax ContestProceeding. In Upon the case conclusion of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding Company in accordance with the foregoing, whether by way of settlement or otherwise, Acquirer shall cause the Company and an appropriate officer of the Company to execute any payment from a and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Authority resulting from such Proceeding. To the extent this Section 6.12(e) conflicts with Article 9, this Section 6.12(e) shall control; provided that Seller may not elect to conduct the defense of any Tax Contest attributable Proceeding where (1) the potential liability of the Company and/or Acquirer thereunder exceeds the maximum amount which may be paid thereto pursuant to the Transferred Assets Acquirer Insurance Policy, the Escrow General Fund and the Escrow Fundamental Fund unless Seller posts adequate collateral (whether in a third party escrow account, through a letter of credit or allocable otherwise in a manner reasonably acceptable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to Acquirer) in the applicable Asset Selling Entityamount of such excess, (2) the Tax Proceeding involves criminal allegations and/or (3) where material non-monetary relief is sought against the Company and/or Acquirer.

Tax Proceedings. If any third party shall notify any Person entitled to indemnification under Section 9 (the "Tax Indemnified Party") of any Tax audit or proceeding, proposed Tax assessment or other Tax matter (a "Tax Proceeding") which may give rise to a claim for indemnification against any other Party (the "Tax Indemnifying Party") under Section 9, then the Tax Indemnified Party shall promptly (and in any event within ten business days after receiving notice of the Tax Proceeding, with an expedited time frame where necessary to comply with governmental deadlines in connection with such Tax Proceeding) notify the Tax Indemnifying Party thereof in writing; provided, however, that failure to timely give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Any such notice shall describe in reasonable detail the type of Tax involved in the Tax Proceeding, the tax year(s) at issue and the basis for the Tax Claim against the Tax Indemnifying Party, and shall include a copy of any materials received from the applicable Taxing Authority in connection therewith. In the case of any Tax Proceeding that is subject to this Section 9(d), the Controlling Party shall be entitled to appoint as lead counsel any legal counsel of its choice and shall control the conduct of the Tax Proceeding. In the case of any such Tax Proceeding, (i) the Controlling Party shall provide the Noncontrolling Party with a timely and reasonably detailed account of each stage of the Tax Proceeding and a copy of the portions of all documents relating to the Tax Proceeding that are relevant to any Tax for which the Noncontrolling Party may be required to indemnify or may otherwise be liable, (ii) the Controlling Party shall consult with the Noncontrolling Party before taking any significant action in connection with the Tax Proceeding that might adversely affect the Noncontrolling Party, (iii) the Controlling Party shall consult with the Noncontrolling Party and offer the Noncontrolling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with the Tax Proceeding (including, to the extent practicable, any documents furnished to the applicable Taxing Authority in connection with any discovery request) to the extent such materials concern matters in the Tax Proceeding that could adversely affect the Noncontrolling Party, (iv) the Controlling Party shall defend the Tax Proceeding diligently and in good faith, (v) the Noncontrolling Party shall reasonably facilitate to the extent requested by the Controlling Party, and shall not impede, the Tax Proceeding, and (vi) except in the case of a Tax Proceeding with respect to a consolidated, combined, unitary or group Tax Return of Seller or any of its Subsidiaries for a taxable period that ends on or before the Closing Date (other than such a Tax Return that includes solely Buyer or any of its Subsidiaries), the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, of the Noncontrolling Party if such settlement, compromise or abandonment would have an unindemnified adverse impact on the Noncontrolling Party. If the Noncontrolling Party reasonably withholds such consent pursuant to the preceding clause (vi), the parties shall negotiate in good faith to resolve their differences and, failing that, shall submit the matter to binding arbitration with a mutually acceptable arbitrator (with expedited time frames where necessary to comply with governmental deadlines in connection with such audit or proceeding) to resolve the parties' dispute in connection with the Tax Proceeding. "Controlling Party" means (I) Seller for any Tax Proceeding relating to a taxable period that ends on or before the Closing Date, (II) Seller for any Tax Proceeding concerning any consolidated, combined, unitary or group Tax Return that includes Seller or any of its Subsidiaries (except for a consolidated, combined, unitary or group Tax Return that includes solely Buyer or any of its Subsidiaries), and (III) Buyer for any Tax Proceeding relating to a taxable period that includes but does not end on the Closing Date with respect to Buyer or the applicable Subsidiary, or any taxable period that begins after the Closing Date with respect to Buyer or the applicable Subsidiary (other than a Tax Proceeding of which Seller is the Controlling Party pursuant to the preceding clause (II)). "Noncontrolling Party" shall mean (IV) Seller in the case of a Tax Proceeding with respect to which Buyer is the Controlling Party and (V) Buyer in the case of a Tax Proceeding with respect to which Seller is the Controlling Party. The Controlling Party and the Noncontrolling Party shall cooperate reasonably and in good faith in connection with any Tax Proceeding that is subject to this Section 9(d). Notwithstanding any other provision of this Agreement, neither Buyer, any Affiliate of Buyer, nor any other person shall have any right to receive or obtain any information relating to, or have any rights with respect to, any consolidated, combined, unitary or group Taxes or Tax Returns of Seller or any of its designee shall have Subsidiaries other than information and rights relating solely to items of the right Target Companies, the Target Subsidiaries and the Acquired Assets. Furthermore, any rights of Buyer with respect to elect to control at its sole expense any consolidated, combined, unitary or group Taxes or Tax Proceeding on behalf Returns of Seller or any of its Subsidiaries shall apply only to the extent that relates to Buyer might be adversely affected, it being understood that any (i) Excluded Tax Liabilities claim or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided issue that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any increase Tax for any Post-Closing which Seller is responsible and liable hereunder and decrease Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are Buyer is responsible and liable hereunder would not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entityadversely affect Buyer.

Tax Proceedings. Notwithstanding If Purchaser, any other provision of this Agreement, Seller its Affiliates or its designee shall have any of the right to elect to control at its sole expense Transferred Entities receives notice of any Tax Proceeding on behalf in respect of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax Transferred Entity for any PostPre-Closing Tax Period, Purchaser may participate or with respect to the Asset Seller a Tax relating to the Transferred Assets, then such party will promptly (and in any event within fifteen (15) days) give written notice thereof to Parent. In connection with any such Tax Proceeding (other than one relating to a Straddle Period) (a “Pre-Closing Tax Audit”), Parent will have the right, at its sole own expense, to control the defense of the Pre-Closing Tax Audit so long as (i) Parent gives written notice to Purchaser within fifteen (15) days after the applicable party has given notice to Parent of the Pre-Closing Tax Audit, (ii) Parent keeps Purchaser informed of all material matters that come to its attention in respect of the Pre-Closing Tax Audit, (iii) Purchaser is entitled to participate in the defense of any such Pre-Closing Tax Audit, at its own expense in such Seller Tax Contest and Seller or its designee shall not (iv) Parent may settle or compromise such Seller Pre-Closing Tax Contest Audit, and Purchaser will cooperate in a reasonable manner with Parent to effectuate any such settlement or compromise; provided that to the extent that any such settlement or compromise would result in any Liability for Taxes for any Transferred Entity, Parent will not enter into such settlement or compromise without the prior written consent of Purchaser (such consent not to be unreasonably unreasonably, withheld, conditioned or delayed). If Parent does not exercise its right to control the defense of any Pre-Closing Tax Audit, Purchaser shall control such Pre-Closing Tax Audit, and Parent may, at its own expense, participate in the defense of such Pre-Closing Tax Audit. Purchaser shall have the right, at its own expense, to control the defense of any Tax Proceeding that relates to Taxes of the Transferred Entities or the Asset Seller (with respect to the Transferred Assets) relating to any Straddle Periods (a “Straddle Period Audit”). Parent will have the right to participate in any Straddle Period Audit at its own expense, and Purchaser shall not settle or compromise such Straddle Period Audit without Parent’s prior written consent (such consent not to be unreasonably, withheld, conditioned or delayed). In addition, with respect to any Transferred Entity that is or was a partnership for U.S. federal income Tax purposes, Purchaser agrees not to make any election under Section 6226 of the case of any Seller Tax Contest described in (ii) above (other than Code with respect to such Transferred Entity for any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense period ending on or before the Closing Date that would result in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but Liability for which such Excluded Tax Assets are not so reflected on a Tax Return Taxes for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Equity Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entityperiod.

Tax Proceedings. Notwithstanding any If, subsequent to the Effective Date, a party to this Agreement shall receive notice of a Tax proceeding with respect to Taxes the payment of which is the responsibility of the other provision party to this Agreement or for which the other party to this Agreement would have an indemnification obligation under Section 7.2(e) hereof, the party receiving such notice shall promptly notify the other party in writing of this Agreementsuch Tax proceeding, Seller or its designee provided that the failure of such party to give such notice to the other party shall have not relieve the right party responsible for the Tax of such party’s indemnification obligations under Section 7.2 hereof, except to elect the extent that party to control at its sole expense be indemnified under Section 7.2(e) hereof can demonstrate actual loss and prejudice as a result of such failure. With respect to any Tax Proceeding on behalf of Seller that relates to any proceeding for which: (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return Seller acknowledges in writing that Seller is liable under Section 7.2(e) for a Pre-Closing Tax Period or on a Tax Return of Seller, all Losses relating thereto and (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided Buyer reasonably believes that Seller and Purchaser shall use commercially reasonable efforts indemnify Buyer for all such Losses, Seller shall be entitled to cause the relevant control, in good faith, all proceedings taken in connection with such Tax Authority proceeding with counsel satisfactory to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Buyer; provided, however, that (x) Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller Buyer in writing upon receiving notice from of his intention to control such Tax proceeding, (y) in the case of a Tax proceeding relating to Taxes of the Company Parties for a Tax period beginning before and ending after the Effective Date, Seller and Buyer shall jointly control all proceedings taken in connection with any such Tax proceeding, and (z) if any Tax Authority proceeding could reasonably be expected to have an adverse effect on Buyer, the Company Parties, or any of their Affiliates in any Tax period beginning after the Effective Date, the Tax proceeding shall not be settled or resolved without Buyer’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Seller of the commencement of any Tax proceeding and Seller Tax Contestdoes not, within fifteen (15) days after Buyer’s notice is given, give notice to Buyer of his election to assume the defense thereof (and Purchaser in connection therewith, acknowledge in writing Seller’s indemnification obligations hereunder), Seller shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of be bound by any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense determination made in such Tax proceeding or any compromise or settlement thereof effected by Buyer. Buyer and the Company Parties shall use their reasonable efforts to provide Seller Tax Contest and with such assistance as may be reasonably requested by Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to connection with a Tax Return of proceeding controlled solely or jointly by Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entity.

Tax Proceedings. Notwithstanding If, after the Closing Date, a Party or an Affiliate of such Party (including a member of the Company Group) receives notice of an audit or administrative or judicial proceeding with respect to any Company Tax or Tax Return with respect to Company Taxes related to any taxable period ending prior to the Effective Time (a “Pre-Effective Time Tax Contest”), such Party shall notify the other provision Party within ten (10) days of receipt of such notice; provided that the failure to provide such notice shall not relieve the first Party of its obligations under this AgreementAgreement with respect to Company Taxes, Seller or its designee as applicable, except to the extent such failure results in insufficient time being available to permit the other Party to effectively defend against such Pre-Effective Time Tax Contest. Sellers’ Representative shall have the right to elect option, at Sellers’ sole cost and expense, to control at its sole expense any such Pre-Effective Time Tax Proceeding Contest and may exercise such option by providing written notice to Purchaser within fifteen (15) days of receiving notice of such Pre-Effective Time Tax Contest from Purchaser; provided that Sellers’ Representative shall, to the extent such Pre-Effective Time Tax Contest is reasonably expected to have a material impact on behalf the amount of Seller that relates to any Post-Effective Time Company Taxes, (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a keep Purchaser reasonably informed of the progress of such Pre-Closing Effective Time Tax Period or on a Tax Return of SellerContest, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period permit Purchaser (or Straddle PeriodPurchaser’s counsel) to participate, provided that Seller at Purchaser’s sole cost and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert expense, in such Excluded Tax Liability on a Tax Return for a Pre-Closing Effective Time Tax Period or on a Tax Return of Seller Contest, including in meetings with the applicable Governmental Authority and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Periodnot settle, provided that Seller and Purchaser shall use commercially reasonable efforts to cause compromise and/or concede such Excluded Tax Assets to be reflected on a Tax Return for a portion of such Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Effective Time Tax Contest without the prior written consent of Purchaser (Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed). In If, after the case Closing Date, a Party or an Affiliate of such Party (including any Seller member of the Company Group) receives notice of an audit or administrative or judicial proceeding with respect to any Company Tax Contest described in (ii) above (other than any or Tax Contest relating Return with respect to Company Taxes related to a Straddle Period (a “Straddle Period Tax Return of SellerContest”), Purchaser may such Party shall notify the other Party within ten (10) days of receipt of such notice; provided that the failure to provide such notice shall not relieve the first Party of its obligations under this Agreement with respect to Company Taxes, except to the extent such failure results in insufficient time being available to permit the other Party to effectively participate at its sole expense in the defense against such Seller Straddle Period Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Straddle Period Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Contest; provided that Purchaser shall (x) keep Sellers’ Representative reasonably informed of the progress of such Straddle Period Tax Contest, (y) permit Sellers’ Representative (or Sellers’ Representative counsel) to participate, at Sellers’ sole cost and expense, in such Straddle Period Tax Contest, including in meetings with the applicable Governmental Authority, and (z) not have the right to control or participate in settle, compromise and/or concede any portion of such Straddle Period Tax Contest relating to a Tax Return without the prior written consent of Seller that does Sellers’ Representative, which consent shall not solely relate to the Program Business be unreasonably withheld, conditioned or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitydelayed.

Tax Proceedings. (a) Notwithstanding any other provision of this Agreement, Seller Trimble or its designee designees shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller any member of the Company Group that relates to any (iTaxes described in Section 9.8(a) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Trimble Tax Contest”). Purchaser Any member of the Company Group shall promptly notify Seller Trimble in writing upon receiving notice from any Tax Authority of the commencement of any Seller Trimble Tax Contest, and Purchaser AGCO shall take all actions reasonably requested of it that are reasonably necessary (including providing a power of attorney) to enable Seller Trimble or its designee designees to exercise its control rights as set forth in this Section 7.39.4. In the case of any Seller Trimble Tax Contest that Seller elects of or relating to control and the Company Group that reasonably would be expected to give rise to any material Tax of the Company Group for any Post-Closing Tax Date Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller Trimble or its designee designees shall not settle or compromise such Seller Trimble Tax Contest without the prior written consent of Purchaser the Company Group (not to be unreasonably withheld, conditioned or delayed). In Notwithstanding the case foregoing, any payment resulting from such Trimble Tax Contest shall be made directly by the Xxxxxxx Group to the applicable Tax Authority, to the extent permitted by applicable Law. (b) Notwithstanding any other provision of this Agreement, AGCO or its designees shall have the right to elect to control any Tax Proceeding on behalf of any Seller Tax Contest JCA Entity that relates to any Taxes described in Section 9.8(b) (ii) above (other than each, a “AGCO Tax Contest”). Any JCA Entity shall promptly notify AGCO in writing upon receiving notice from any Tax Contest relating to a Tax Return Authority of Seller), Purchaser may participate at its sole expense in such Seller the commencement of any AGCO Tax Contest, and Trimble shall take all actions reasonably requested of it that are reasonably necessary (including providing a power of attorney) to enable AGCO or its designees to exercise its control rights as set forth in this Section 9.4. In the case of any AGCO Tax Proceeding described in (iii) above but Contest of or relating to any JCA Entity that reasonably would be expected to give rise to any material Tax of any JCA Entity for which such Excluded Tax Assets are not so reflected on a Tax Return for a Preany Post-Closing Tax Period or on a Tax Return of SellerDate Period, Purchaser AGCO or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser designees shall not have the right to control or participate in any settle such AGCO Tax Contest relating without the prior written consent of such JCA Entity (not to a Tax Return of Seller that does not solely relate to the Program Business be unreasonably withheld, conditioned or the Transferred Assetsdelayed). Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller AGCO Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly by the AGCO Group to the applicable Asset Selling Entity.Tax Authority, to the extent permitted by applicable Law. 9.5

Tax Proceedings. Notwithstanding After the Closing, Buyer shall promptly notify Seller Representative in writing of the proposed assessment or the commencement of any other provision Tax audit or administrative or judicial proceeding or of any demand or claim on Buyer with respect to the Acquired Assets (“Tax Proceeding”), notice of which is received by Buyer and that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be expected to be grounds for payment of Taxes by the Company under this Agreement. After the Closing, Seller Representative shall promptly notify Buyer in writing of any Tax Proceeding relating to the Company or its designee Acquired Assets, notice of which is received by the Company or Seller Representative. Notices required to be given by or to Buyer or Seller Representative shall contain factual information (to the extent known to the Members, the Company, Seller Representative or Buyer, as the case may be) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Body in respect of any such asserted Tax liability. In the case of a Tax Proceeding that relates solely to any Pre-Closing Tax Period, but excluding any Straddle Periods, Seller Representative shall direct and control the conduct of such Tax Proceeding, provided Buyer shall have the right to elect participate (at Buyer’s own expense) in any such Tax Proceeding. Buyer’s right to control at its sole expense participate shall include, but shall not be limited to, the right to receive copies of all correspondence from any Governmental Body relating to such Tax Proceeding, attend meetings and review and comment on submissions relating to any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax ContestProceeding, and Purchaser Seller Representative shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth consider in this Section 7.3good faith any reasonable comments provided by Buyer. In the case of any Seller a Tax Contest Proceeding that Seller elects to control and that reasonably would be expected to give rise relates to any Tax for any Post-Closing Tax PeriodStraddle Periods, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee Buyer shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or the conduct of such Tax Proceeding, provided Seller Representative shall have the right to participate (at the Company’s and Members’ expense) in any such Tax Contest Proceeding involving any asserted Tax Liability for such Straddle Period with respect to which payment may be sought from the Company pursuant to this Agreement. Seller Representative’s right to participate shall include, but shall not be limited to, the right to receive copies of all correspondence from any Governmental Body relating to a such Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoingProceeding, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable attend meetings and review and comment on submissions relating to any Asset Selling Entity Tax Proceeding, and to which Buyer shall consider in good faith any reasonable comments provided by Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityRepresentative.

Tax Proceedings. Notwithstanding Buyer Parent shall give prompt written notice to Seller Parent if Buyer Parent or any other provision of its Affiliates (including the Acquired Companies) receives any written notice of a Tax Proceeding relating to Taxes for which Seller Parent is reasonably expected to be liable under this AgreementAgreement (a “Specified Tax Contest”); provided, however, that the failure of Buyer Parent to give such notice shall not release, waive or otherwise affect the obligations of Seller Parent or its designee shall have Affiliates with respect to this Agreement except if and to the right to elect to control extent that the Seller Parent or its Affiliates are actually prejudiced as a result of such failure. Seller Parent shall, at its sole expense discretion, have the option of controlling and defending the conduct of any Specified Tax Proceeding on behalf Contest with counsel (including, for the avoidance of doubt, accountants) of its choice at its own cost and expense; provided that, if Seller that relates Parent so elects to any control such Specified Tax Contest, (i) Excluded Seller Parent shall keep Buyer Parent reasonably informed regarding the progress and substantive aspects of such Specified Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of SellerContest, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodBuyer Parent shall be entitled to participate, provided that Seller with counsel of its own choosing and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert at its sole cost and expense, in such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Specified Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorneyiii) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee Parent shall not settle or compromise consent to the entry of any order, ruling, decision or other similar determination or finding with respect to any such Seller Specified Tax Contest that could reasonably be expected to have an adverse effect on Buyer Parent or any of its Affiliates (including the Acquired Companies) without the prior written consent of Purchaser Buyer Parent (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned). In If Seller Parent elects for Buyer Parent to control and defend such Specified Tax Contest, (A) Buyer Parent shall keep Seller Parent reasonably informed regarding the case progress and substantive aspects of such Specified Tax Contest and (B) Buyer Parent shall not settle or consent to the entry of any Seller order, ruling, decision or other similar determination or finding with respect to any such Specified Tax Contest described that could reasonably be expected to have an adverse effect on Seller Parent or any of its Affiliates without the prior written consent of Seller Parent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary contained in (iithis Agreement, this Section 5.06(g) above (other than shall control with respect to any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Specified Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entity.

Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or its designee shall have the right to elect to control control, at its sole expense own expense, any Tax Proceeding on behalf of Seller a Transferred Group Company (or any portion of a Tax Proceeding) that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period (including the portion of a Straddle Period that is a Pre-Closing Tax Period) to the extent Seller would be liable under this Agreement for any Taxes (including any Seller’s Pre-Closing Taxes or on a Seller’s Reorganization Taxes) resulting from the resolution of such Tax Return Proceeding; provided that, (i) Buyer shall have the right to participate in the defense of such Tax Proceeding and to employ counsel and accountants, at its own expense, separate from the counsel and accountants employed by Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts not consent to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return entry of Seller and that after such efforts the relevant Tax Authority does not do soany judgment, or (iii) Excluded settle, compromise or discharge any such Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Proceeding without the prior written consent of Purchaser (Buyer, not to be unreasonably withheld, conditioned or delayed), and (iii) Seller shall keep Buyer reasonably informed with respect to any such Tax Proceeding. In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating With respect to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for related to a Pre-Closing Tax Period (including any Straddle Period) that Seller does not elect to or on a Tax Return of Selleris not entitled to control pursuant to the preceding sentence, Purchaser or its designee Buyer shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control such Tax Proceeding; provided that, to the extent Seller would have an indemnification obligation with respect to Taxes (including any Seller’s Pre-Closing Taxes or Seller’s Reorganization Taxes) arising from the resolution of such Tax Proceeding (i) Seller shall have the right to participate in any the defense of such Tax Contest relating Proceeding and to a Tax Return of Seller that does employ counsel and accountants, at its own expense, separate from the counsel and accountants employed by Xxxxx, (ii) Buyer shall not solely relate consent to the Program Business entry of any judgment, or the Transferred Assets. Notwithstanding the foregoingsettle, compromise or discharge any payment from a such Tax Authority resulting from such Seller Tax Contest attributable Proceeding that would reasonably be expected to the Transferred Assets result in Taxes (including any Seller’s Pre-Closing Taxes or allocable to any Asset Selling Entity and to Seller’s Reorganization Taxes) for which Seller or its Affiliates are entitled would be liable under this Agreement without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall be made directly keep Seller reasonably informed with respect to any such Tax Proceeding. To the applicable Asset Selling Entityextent the provisions of this Section 6.10 conflict with the provisions of Section 10.5 with respect to any indemnification claim related to Taxes, the provisions of this Section 6.10 shall govern.

Tax Proceedings. Notwithstanding Purchaser shall, within five (5) days of receipt, provide Seller with written notice of any other provision of this Agreementinquiries, Seller audits, examinations or its designee shall have the right to elect to control at its sole expense proposed adjustments by any Tax Proceeding on behalf of Seller that Governmental Authority, which relates to any (i) Excluded Asset Taxes for any Tax Liabilities period ending prior to the Effective Date or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax any Straddle Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Pre-Effective Date Tax ContestProceeding”). Purchaser Seller shall promptly notify Seller in writing upon receiving notice from any Tax Authority of have the commencement option to control the conduct and resolution of any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending prior to the Effective Date. Seller Tax Contest, and may exercise such option by providing written notice to Purchaser shall take all actions reasonably necessary within fifteen (including providing a power 15) days of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case receiving written notice of any Seller such Pre-Effective Date Tax Contest that Proceeding from Purchaser. If Seller elects to control and that reasonably would be expected to give rise a Pre-Effective Date Tax Proceeding, Seller shall (i) keep Purchaser informed of the progress of any such Pre-Effective Date Tax Proceeding, (ii) provide Purchaser with copies of material correspondence with respect to any such Tax for Proceeding, (iii) permit Purchaser (or Purchaser’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any Postsuch Pre-Closing Effective Date Tax PeriodProceeding (at Purchaser’s cost), Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall (iv) not settle effect any settlement or compromise of any such Seller Pre-Effective Date Tax Contest Proceeding without the prior written consent of Purchaser (Purchaser, not to be unreasonably conditioned, delayed or withheld. Purchaser shall control any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending before the Effective Date that Seller does not elect to control or any Pre-Effective Date Tax Proceeding that relates to any Straddle Period; provided, conditioned that, Purchaser shall (I) keep Seller informed of the progress of any such Pre-Effective Date Tax Proceeding, (II) provide Seller with copies of material correspondence with respect to any such Tax Proceeding, (III) permit Seller (or delayedSeller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such Pre-Effective Date Tax Proceeding (at Seller’s cost), and (IV) not effect any settlement or compromise of any such Pre-Effective Date Tax Proceeding without the written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the case event of any Seller Tax Contest described a conflict between the provisions in (ii) above (other than any Tax Contest relating to a Tax Return of Seller)this Section 9.7 and those in Section 11.4, Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee this Section 9.7 shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitycontrol.

Tax Proceedings. Notwithstanding After the Closing Date, the Sellers and the Buyer shall, and shall cause their respective Affiliates to, cooperate in a commercially reasonable manner with each other in the preparation and filing of all Tax Returns and any Tax investigation, audit or other provision proceeding with respect to the Securities Partnership (a "Tax Proceeding") and shall provide, or cause to be provided, any records and other information in their possession or control or in the control of this Agreementtheir agents reasonably requested by such other Party in connection therewith as well as access to, Seller and the cooperation of, their respective Auditors at each Party's request. The Buyer shall notify the Sellers in writing promptly upon receipt by the Buyer or its designee any Affiliate of any notice of any pending or threatened audits or assessments relating to Taxes with respect to the Securities Partnership other than Taxes as to which the Sellers have no indemnification obligation or other liability relating to Taxes. Failure to provide such notice shall not affect the Sellers' indemnification obligations under Section 8.1.3 unless such failure materially prejudices the Sellers. The Sellers shall have the right to elect control the handling and disposition of such audit and any administrative or court proceeding relating thereto (and to control employ counsel of their choice at the shared expense of both Parties) to the extent that such audit or proceeding could result in increased Tax liabilities of the Sellers for the period covered by the Tax Proceeding or an increase in their indemnification obligations to the Buyer under this Agreement; provided, however, that the Buyer shall have the right to participate in the Tax Proceeding and to employ counsel of its choice at its sole expense any Tax Proceeding on behalf of Seller that relates expense. The Sellers shall not agree to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority settlement concerning Taxes of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax Securities Partnership for any Post-taxable period which would result in an increase of more than One Million Dollars ($1,000,000) in Taxes of the Buyer or the Securities Partnership for any taxable period ending after the Closing Tax PeriodDate, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed)the Buyer. In Except in the case of any Seller Tax Contest described the Buyer to the extent such costs are indemnified by the Sellers, the Buyer and the Sellers shall bear their respective costs and expenses in (ii) above (other than connection with any Tax Contest relating Proceeding. Any information obtained pursuant to a Tax Return this Section 5.4 or pursuant to any other Section of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In this Agreement providing for the case sharing of information or the review of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest other information relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement Taxes shall be made directly subject to the applicable Asset Selling Entity.Section 10.9. 5.4.2

Tax Proceedings. Notwithstanding If Regency or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other provision proceeding with respect to the liability of the Xxxxxx LLCs or the Subsidiaries for Taxes for any period for which HEP is or may be liable under this Agreement, Seller Regency shall notify HEP in writing thereof (the “Regency Notice”) no later than twenty (20) days prior to the deadline for responding to the Proceeding Notice; provided, however, that if Regency receives the Proceeding Notice with less than those twenty (20) days prior to the deadline, Regency shall notify HEP no later than five (5) days after the receipt by Regency or any of its designee affiliates of the Proceeding Notice, but in no case less than two (2) days prior to such deadline. Such Regency Notice shall have the right be accompanied by copies of any notice and other documents received from any taxing authority with respect to elect such matter. As to any such Taxes for which HEP is or may be liable under this Agreement, HEP shall be entitled at its expense to control at its sole expense any Tax Proceeding on behalf or settle the contest of Seller that relates to any such examination, claim, adjustment, or other proceeding, provided (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return HEP notifies Regency in writing that it desires to do so no later than fifteen (15) days prior to the deadline for a Pre-Closing Tax Period or on a Tax Return responding to the Proceeding Notice (provided, however, that if fifteen (15) days do not exist prior to the deadline after HEP’s receipt of Sellerthe Regency Notice, HEP shall notify Regency no later than five (5) days after receipt of the Regency Notice, but in no case less than one (1) day prior to such deadline), and (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodHEP may not, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (Regency, not to be unreasonably withheld, conditioned or delayed). In , agree to any settlement which would result in an increase in the case amount of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of SellerTaxes for which Regency is liable under Section 7.1(c), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in and (iii) above but for which HEP shall keep Regency reasonably informed of such Excluded Tax Assets are not so reflected on examination, claim, adjustment or proceeding and shall provide Regency, in a Tax Return for a Pre-Closing Tax Period or on a Tax Return timely manner, with copies of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser all relevant documents and will adhere to any reasonable instructions from Seller with respect correspondence relating thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable if the Regency Notice is given to the Transferred Assets or allocable HEP pursuant to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entity.this

Tax Proceedings. Notwithstanding In the event of any other provision Action relating to Taxes or Tax Returns of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates Company with respect to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period (a “Tax Proceeding”), Buyer shall inform Seller of such Tax Proceeding as soon as reasonably practicable but in any event within ten (10) Business Days after the receipt by Buyer of notice thereof, provided that the failure of Buyer to timely give such notice shall not relieve Seller of its obligations under this Agreement except to the extent that Seller is actually adversely prejudiced thereby. Seller shall at its own expense control any such Tax Proceeding that is either (i) solely with respect to a tax period of the Company ending on or on a Tax Return of Seller, prior to the Closing Date or (ii) Excluded is with respect to a Combined Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodReturn. Buyer shall have the right, provided that Seller and Purchaser shall use commercially reasonable efforts at its own expense, to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller participate in writing upon receiving notice from any Tax Authority Proceeding described in clause (i) of the commencement of any Seller Tax Contestprior sentence, and Purchaser Seller shall take all actions keep Buyer reasonably necessary (including providing a power of attorney) to enable informed regarding such Tax Proceeding. Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise otherwise resolve any such Seller Tax Contest Proceeding described in the preceding sentence without the prior written Xxxxx’s consent of Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than Buyer shall control any Tax Contest relating Proceeding with respect to a any Straddle Period. Seller shall have the right but not the obligation to participate in any such Tax Return of Seller), Purchaser may participate Proceeding at its sole own expense in and Buyer shall keep Seller reasonably informed regarding such Seller Tax ContestProceeding. In the case of Buyer may not settle or otherwise resolve any such Tax Proceeding described in the preceding sentence without Seller’s consent (iiiwhich consent shall not be unreasonably withheld, conditioned or delayed); provided that Seller shall have no rights with respect to any Tax Proceeding controlled by Buyer pursuant to this Section 6.02(d) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period if the settlement or on a Tax Return compromise of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere would not reasonably be expected to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right result in a Loss subject to control or participate in any Tax Contest relating indemnification pursuant to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntitySection 7.02(a).

Tax Proceedings. Notwithstanding Buyer shall, and shall cause the Surviving Corporation to, notify the Securityholder Representative in writing within ten (10) Business Days upon the receipt of any other provision notice, or becoming aware, of any audit, examination, judicial or administrative proceeding with respect to Taxes for which the Company Securityholders would be liable pursuant to this Agreement (a “Tax Proceeding”); provided, that no failure or delay of Buyer or the Surviving Corporation in providing such notice shall reduce or otherwise affect the Buyer Indemnified Parties’ rights under Article 8 or the obligations of the Company Securityholders pursuant to this Agreement, Seller except to the extent that the Company Securityholders are materially and adversely prejudiced as a result of such failure or its designee delay. The Securityholder Representative shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period (excluding any Straddle Period) if the Buyer Indemnified Parties would be indemnified under Article 8 for at least half of the Taxes that are reasonably expected to result from such Tax Proceeding or on such Tax Proceedings relate solely or primarily to a Tax Return refund to which the Company Securityholders would be entitled to under Section 11.3(e) and within ten (10) days of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any of such Tax Authority Proceeding the Securityholder Representative notifies Buyer of its intent to take control of such Tax Proceeding. If the commencement Securityholder Representative assumes control of any Seller such Tax ContestProceeding, Buyer shall have the right to participate in such Tax Proceeding, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee Securityholder Representative shall not settle or compromise such Seller Tax Contest Proceeding without the Xxxxx’s prior written consent of Purchaser (not to be unreasonably withheldconditioned, conditioned withheld or delayed). In If the case Securityholder Representative does not (or is not entitled to) elect to control such Tax Proceeding, or if such Tax Proceeding relates to a Straddle Period, Buyer shall control such Tax Proceeding, provided that, if the Buyer Indemnified Parties would be indemnified under Article 8 for some or all of any Seller the Losses that are reasonably expected to result from such Tax Contest described in (ii) above (other than any Proceeding or such Tax Contest relating Proceedings relate to a Tax Return of Sellerrefund to which the Company Securityholders would be entitled to under Section 11.3(e), Purchaser may participate then the Securityholder Representative shall have the right to participate, at its sole expense own expense, in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are Proceeding, and Buyer shall not so reflected on a Tax Return for a Pre-Closing Tax Period settle or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any compromise such Tax Proceeding on behalf of Purchaser and will adhere without the Securityholder Representative’s prior written consent (not to any reasonable instructions from Seller with respect theretobe unreasonably conditioned, withheld or delayed). Notwithstanding the foregoing and for For the avoidance of doubt, Purchaser in the event that any conflict arises between the provisions of this Section 11.3(f) and the provisions of Section 8.6, the provisions of this Section 11.3(f) shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitygovern.

Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Except as otherwise provided herein, in the case of any audit, examination, or other proceeding of any Sale Entity received by a Party with respect to any Taxes for which the other Party is reasonably expected to be liable pursuant to this Agreement (each, a “Tax Liabilities Proceeding”), the applicable Party shall inform the other Party in writing of such Tax Proceeding within ten (10) days after the receipt of written notice thereof; provided, that failure of a Party to timely provide the other Party with written notice of such Tax Proceeding shall not reduce such other Party’s obligation to indemnify a Party or Excluded Tax Assets on its Affiliates hereunder except to the extent that the latter Party is actually and materially prejudiced as a result of such failure to notify. 44 4863-6343-8441 v.8 (ii) With respect to a Tax Return Proceeding for a any Pre-Closing Tax Period or on (other than a Tax Return of Straddle Period), Buyer shall afford Seller, (ii) Excluded at Seller’s expense, the opportunity to control the conduct of such Tax Liabilities on Proceeding; provided, however, that Buyer shall have the right, at Buyer’s expense, to attend and participate in such Tax Proceeding, but only to the extent such Tax Proceeding pertains to a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller Sale Entity and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, involve Seller or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that any of its Affiliates. If Seller and Purchaser shall use commercially reasonable efforts elects not to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of control the commencement conduct of any Seller such Tax ContestProceeding, Buyer shall control the conduct of such Tax Proceeding at Buyer’s expense, and Purchaser Seller shall take all actions reasonably necessary have the right (including providing a power of attorneyat Seller’s expense) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control attend and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Tax Proceeding. Neither Buyer nor Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Proceeding without the prior written consent of Purchaser (the other Party, such consent not to be unreasonably withheld, conditioned conditioned, or delayed). In (iii) With respect to a Tax Proceeding for any Straddle Period, Buyer shall control the case conduct of such Tax Proceeding; provided, however, that Seller shall have the right, at Seller’s expense, to attend and participate in such Tax Proceeding, but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Buyer or any of its Affiliates. If Buyer elects not to control the conduct of any such Tax Proceeding, Seller shall control the conduct of such Tax Contest described Proceeding at Seller’s expense, and Buyer shall have the right (at Buyer’s expense) to attend and participate in such Tax Proceeding. Neither Buyer nor Seller shall settle or compromise such Tax Proceeding without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iiiv) above Notwithstanding any other provision in this Agreement to the contrary, (A) Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of Seller or any of its Affiliates (other than the Sale Entities) and (2) any Seller Consolidated Tax Contest relating Return, and (B) Buyer shall have the sole right to a control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of SellerBuyer or any of its Affiliates (other than the Sale Entities) and (2) any Consolidated Tax Return and that includes a Sale Entity, on the one hand, and Buyer or any Affiliate of Buyer (other than another Sale Entity), Purchaser may on the other hand. Buyer shall have no right to attend or participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Section 5.3(d)(iv)(A), or to receive copies of any correspondence or other information related to any Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any Proceeding to the extent such Tax Proceeding on behalf Proceeding, correspondence, or other information includes or pertains to Seller or any of Purchaser and will adhere to its Affiliates (other than any reasonable instructions from Sale Entity). Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the no right to control attend or participate in any Tax Contest relating Proceeding described in Section 5.3(d)(iv)(B), or to a receive copies of any correspondence or other information related to any Tax Return of Seller that does not solely relate Proceeding to the Program Business extent such Tax Proceeding, correspondence, or other information includes or pertains to Buyer or any of its Affiliates (other than any Sale Entity). For the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable avoidance of doubt and notwithstanding anything herein to the Transferred Assets or allocable contrary, this Section 5.3(d), and not Section 10.2, shall exclusively govern with respect to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entity.Tax Proceeding. (e)

Tax Proceedings. Notwithstanding The Purchaser shall notify the Owner within five (5) Business Days after the receipt by the Purchaser or any other provision of its Affiliates (including the Company and its Subsidiaries) of notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes of the Company or any of its Subsidiaries which is allocated to the Owner or for which the Owner could be liable or responsible under this AgreementAgreement (together with any related proceeding, Seller a “Tax Proceeding”). The failure to give such prompt written notice shall not, however, relieve the Owner of its indemnification obligations, except and only to the extent that the Owner forfeits material rights or its designee defenses by reason of such failure. The Owner may elect, at the Owner’s sole expense, to have control over the conduct of any Tax Proceeding with respect to any Tax period ending on or before the First Closing Date; provided that (a) the Purchaser shall have the right to elect to control participate in any such Tax Proceeding at its sole expense cost (except to the extent such costs are obligations of the Owner pursuant to this Agreement), (b) the Owner shall keep the Purchaser reasonably informed of the status of developments with respect to such Tax Proceeding, and (c) the Owner shall not settle, discharge, or otherwise dispose of any such Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of the Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In The Purchaser shall have control over the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case conduct of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax with respect to any Straddle Period or on a any Tax Return of Seller, Purchaser or its designee Proceeding with respect to any period referenced in the immediately preceding sentence that the Owner does not elect to control; provided that (i) the Owner shall control at its sole expense have the right to participate in any such Tax Proceeding on behalf at the Owner’s sole expense, (ii) the Purchaser shall keep the Owner reasonably informed of the status of developments with respect to such Tax Proceeding, and (iii) the Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing Company and for the avoidance of doubt, Purchaser its Subsidiaries shall not have settle, discharge, or otherwise dispose of any such Tax Proceeding without the right to control prior written consent of the Owner (which consent shall not be unreasonably withheld, conditioned or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitydelayed).

Tax Proceedings. Notwithstanding Purchaser shall, within five (5) days of receipt, provide Seller with written notice of any other provision of this Agreementinquiries, Seller audits, examinations or its designee shall have the right to elect to control at its sole expense proposed adjustments by any Tax Proceeding on behalf of Seller that Governmental Authority, which relates to any (i) Excluded Tax Liabilities Asset Taxes or Excluded Tax Assets on a Tax Return with respect to Asset Taxes, in each case, for a Pre-Closing any Tax period ending prior to the Effective Date or any Straddle Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Tax Proceeding”) provided, that the failure of Purchaser to provide such notice will not relieve Seller of its obligations under this Agreement except to the extent such failure results in insufficient time being available to permit Seller to effectively defend against or participate in a Tax Contest”)Proceeding or otherwise materially prejudices Seller’s ability to defend against or participate in a Tax Proceeding. Purchaser Seller shall promptly notify Seller in writing upon receiving notice from have the option to control the conduct and resolution of any Tax Authority Proceeding that relates solely to a Tax period ending prior to the Effective Date. Seller may exercise such option by providing written notice to Purchaser within fifteen (15) days of the commencement receiving written notice of any Seller such Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3Proceeding from Purchaser. In the case of any Seller Tax Contest that If Seller elects to control and that any such Tax Proceeding, Seller shall (i) keep Purchaser reasonably would be expected to give rise informed of the progress of any such Tax Proceeding, (ii) provide Purchaser with copies of material correspondence with respect to any such Tax for Proceeding, (iii) permit Purchaser (or Purchaser’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any Post-Closing such Tax PeriodProceeding (at Purchaser’s cost), Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall (iv) not settle effect any settlement or compromise of any such Seller Tax Contest Proceeding without the prior written consent of Purchaser (Purchaser, not to be unreasonably conditioned, delayed or withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than Purchaser shall control any Tax Contest relating Proceeding that (x) relates solely to a Tax Return period ending before the Effective Date that Seller does not elect to control or (y) relates to any Straddle Period; provided, that Purchaser shall (I) keep Seller reasonably informed of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case progress of any such Tax Proceeding described Proceeding, (II) provide Seller with copies of material correspondence with respect to any such Tax Proceeding, (III) permit Seller (or Seller’s counsel) to participate in meetings (iiiincluding conference calls) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense with the applicable Governmental Authority with respect to any such Tax Proceeding on behalf (at Seller’s cost), and (IV) not effect any settlement or compromise of Purchaser any such Tax Proceeding without the written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the event of a conflict between the provisions in this Section 9.6 and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubtthose in Section 11.4, Purchaser this Section 9.6 shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitycontrol.

Tax Proceedings. Notwithstanding If an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim shall be made, by any other provision Tax authority, with respect to Pre-Closing Taxes, Buyer shall, or shall cause the Target Company to, promptly notify Sellers’ Representative in writing of this Agreementsuch audit, Seller investigation or its designee similar proceeding or claim (a “Tax Proceeding”); provided, however, that failure to give such notice shall not affect Sellers’ indemnification obligations unless such failure prevents Sellers’ Representative from taking meaningful control of such Tax Proceeding or Sellers are materially prejudiced by such failure. Sellers’ Representative shall have the primary right to elect contest such Tax Proceeding (at Sellers’ expense) and shall have discretion and authority to control pay, settle or compromise any such Tax Proceeding (including selection of counsel, the pursuit or waiver of any administrative proceeding or the right to pay the Tax and sxx for a refund or contest the Tax Proceeding in any permissible manner); provided, however, that (i) Buyer (or its advisors) may fully participate at its Buyer’s sole expense in the Tax Proceeding, and (ii) Sellers’ Representative shall not settle any Tax Proceeding on behalf of Seller in a manner that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions could reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to materially adversely affect Buyer or the Target Company or any Tax for any Post-of their Affiliates after the Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Date without the prior written consent of Purchaser Buyer (which consent shall not to be unreasonably withheld, conditioned or delayed). In The Target Company shall provide duly completed powers of attorney and authorization forms to permit the case foregoing. Sellers’ Representative shall keep Buyer timely informed with respect to the commencement, status and nature of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax ContestProceeding. In Upon the case conclusion of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller accordance with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, whether by way of settlement or otherwise, Buyer shall cause the Target Company and an appropriate officer of the Target Company to execute any payment from a and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Authority resulting from such Seller Proceeding. This Section 5.5(e) and not Section 8.6 shall control any Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityProceeding.

Tax Proceedings. Notwithstanding any other provision Except during the last two (2) Lease Years of this Agreement--------------- the Term, Seller but only so long as Tenant is either the sole tenant of the Building or its designee is leasing at least seventy-five percent (75%) of the Agreed Area thereof, Tenant shall have the right to elect direct Landlord to control at its sole expense any Tax Proceeding on behalf of Seller that relates institute and diligently pursue proceedings to any (i) Excluded Tax Liabilities contest Taxes or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause reduce the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority Assessed Valuation of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3Premises. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee Such proceedings shall not settle or compromise such Seller Tax Contest be settled without the prior written consent of Purchaser (Tenant's consent, not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee and Tenant shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not otherwise have the right to control or participate in any Tax Contest relating such tax contest, at Tenant's sole expense. Thereafter, only Landlord shall determine if and when to a Tax Return of Seller institute such proceedings; provided, however, that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding notwithstanding the foregoing, in the event that (i) the Assessed Valuation during any payment from a Tax Authority resulting from tax fiscal year exceeds one hundred five percent (105%) of the Assessed Valuation during the immediately preceding tax fiscal year, and (ii) Landlord has not contested Taxes or challenged the Assessed Valuation during such Seller Tax Contest attributable tax fiscal year or the immediately preceding tax fiscal year, Landlord agrees to institute proceedings to contest Taxes or reduce the Assessed Valuation upon Tenant's request. To the extent that the costs incurred by Landlord in connection with proceedings instituted pursuant to the Transferred Assets immediately preceding sentence are not recovered by Landlord as part of Tenant's Tax Payment or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement Operating Expense Payment, Tenant shall be made directly reimburse Landlord for such costs within thirty (30) days after demand. If Landlord receives a refund of Taxes to the applicable Asset Selling Entityextent that such refund is based upon a payment made by Tenant, Landlord shall, at its election, either pay to Tenant, or (unless the Lease has terminated) credit against subsequent payments of Rent due hereunder, an amount equal to Tenant's Proportionate Share of the refund, net of any actual, out-of-pocket expenses incurred by Landlord in achieving such refund and not recovered, which amount shall not exceed Tenant's Tax Payment paid for such tax fiscal year. Except as expressly set forth above in this Section 8.3, Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Taxes or the Assessed Valuation. Landlord will engage annually in a good faith review of Taxes and any reassessments of the Premises for purposes of determining whether to contest or appeal any such assessment or impositions.

Tax Proceedings. Notwithstanding If any other provision of this Agreement, Seller claim or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller demand for Taxes that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions could reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to a claim for indemnification under Article X is asserted by any Governmental Entity, the party first receiving notice of such claim or demand shall notify the other party of such claim or demand promptly; provided that the failure of Buyer to give such prompt notice shall not relieve the Company Stockholders of any of their indemnification obligations, except to the extent that the Company Stockholders are actually prejudiced by such failure. The Company Equityholders’ Representative may, upon prompt written notice to Buyer and at the Company Stockholders’ expense, control any such Tax Proceeding of or with respect to the Company or any of the Company Subsidiaries for any Post-taxable period ending on or before the Closing Date for which the Company Stockholders are obligated to indemnify Buyer under Article X; provided that (i) the Company Equityholders’ Representative shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax PeriodProceeding, Purchaser may participate at its sole expense (ii) the Company Equityholders’ Representative shall allow Buyer to consult in good faith on the positions taken in such Seller Tax Contest Proceeding, (iii) the Company Equityholders’ Representative shall defend such Tax Proceeding diligently and Seller in good faith as if it were the only Person affected by such Tax Proceeding, (iv) Buyer and its representatives shall have the right to participate (at Buyer’s expense) in such Tax Proceeding, assist in the preparation of any written materials in such Tax Proceeding and attend any meetings or its designee telephone conversations with the applicable Governmental Entity, and (v) the Company Equityholders’ Representative shall not settle settle, compromise or compromise abandon any such Seller Tax Contest Proceeding without obtaining the prior written consent of Purchaser Buyer (which consent shall not to be unreasonably withheld, conditioned or delayed). In ; provided, further, that if the case Company Equityholders’ Representative does not provide prompt written notice to Buyer of any Seller its election to control such Tax Contest described Proceeding or does not defend such Tax Proceeding in (ii) above (other than any good faith, Buyer shall be entitled to control such Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax ContestProceeding. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return of or with respect to the Company or any of the Company Subsidiaries for a Pre-Closing Straddle Period, Buyer shall control such Tax Period or on a Proceeding. Notwithstanding anything to the contrary in this Agreement, Buyer shall have the exclusive right to control in all respects any Tax Proceedings with respect to (A) any Tax Return of SellerBuyer or any of Buyer Subsidiaries, Purchaser and (B) any Tax Return of an affiliated, consolidated, combined, unitary or similar group that includes Buyer or any of the Company Subsidiaries. With respect to any Tax Proceeding relating to any taxable period ending on or before the Closing Date or any Straddle Period which is controlled by Buyer for which the Company Stockholders are obligated to indemnify Buyer under Article X, (1) Buyer shall provide the Company Equityholders’ Representative with a timely and reasonably detailed account of each stage of such Tax Proceeding, (2) Buyer shall allow the Company Equityholders’ Representative to consult in good faith on the positions taken in such Tax Proceeding, (3) Buyer shall defend such Tax Proceeding diligently and in good faith as if it were the only Person affected by such Tax Proceeding, (4) the Company Equityholders’ Representative and its designee representatives shall control have the right to participate (at its sole expense the Company Stockholders’ expense) in such Tax Proceeding, assist in the preparation of any written materials in such Tax Proceeding and attend any meetings or telephone conversations with the applicable Governmental Entity, and (5) Buyer shall not settle, compromise or abandon any such Tax Proceeding on behalf without obtaining the prior written consent of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser Company Equityholders’ Representative (which consent shall not have the right to control be unreasonably withheld, conditioned or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitydelayed).

Tax Proceedings. Notwithstanding After the Closing, the Purchaser shall promptly notify the Sellers’ Representative in writing of the proposed assessment or the commencement of any other provision Tax audit or administrative or judicial proceeding or of any demand or claim on any Group Company (“Tax Proceeding”) which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for payment of indemnification by the Sellers under this Agreement. After the Closing, Seller the Sellers’ Representative shall promptly notify the Purchaser in writing of any Tax Proceeding relating to any Group Company, notice of which is received by the Sellers or its designee any of their Affiliates with respect to any taxable period. Notices required to be given by or to the Purchaser or the Sellers shall contain factual information (to the extent known to the Sellers’ Representative, Sellers or Purchaser, as the case may be) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in respect of any such asserted Tax Liability. In the case of a Tax Proceeding that relates to any Pre-Closing Period or Straddle Period, Purchaser and the Company shall have the right to elect to control at its sole expense any the conduct of such Tax Proceeding on behalf of Seller that relates to any Proceeding; provided, however: (iA) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly following such receipt of a Tax Proceeding, notify Seller the Sellers Representative in writing upon receiving notice from any of such Tax Authority of Proceeding; (B) the commencement of any Seller Tax Contest, and Purchaser Sellers’ Representative shall take all actions reasonably necessary have the right to participate (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense own expense) in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to involving any reasonable instructions from Seller asserted Tax Liability for such Pre-Closing Period or Straddle Period with respect thereto. Notwithstanding to which Tax indemnity payment may be sought from the foregoing Sellers pursuant to this Agreement; and for (C) the avoidance of doubt, Purchaser shall not have engage in reasonable consultation with the Sellers’ Representative regarding the choice of legal counsel and tax advisors with respect to such Tax Proceeding. The Sellers’ Representative’s right to participate shall include the right to control or participate receive copies of all correspondence from any Governmental Entity relating to such Tax Proceeding, attend meetings and review and comment on submissions relating to any such Tax Proceeding, and Purchaser and the relevant Group Company shall consider in good faith any comments provided by the Sellers’ Representative. This Section 6.3(d), and not Section 10.6, shall apply to any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityProceedings.

Tax Proceedings. Notwithstanding In the event of any audit, assessment, examination, claim or other provision controversy or proceeding relating to Taxes or Tax Returns (a “Tax Proceeding”) with respect to any Pre-Closing Tax Period of this Agreementan Acquired Company, the Buyer shall inform the Seller of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after the receipt by the Buyer of notice thereof. The Buyer shall afford the Seller the opportunity to control the conduct of any such Tax Proceeding that relates exclusively to Pre-Closing Tax Period of an Acquired Company, with counsel of its own choosing, and to settle or its designee otherwise resolve such Tax Proceeding in such manner as the Seller may deem appropriate; provided, that the Seller may not settle any such Tax Proceeding without the Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), if such settlement would increase Taxes of the Buyer or the Acquired Companies for which the Buyer would not be indemnified hereunder. The Buyer -52- shall have the right right, at the Buyer’s expense, to elect to participate in but not control at its sole expense any the conduct of such Tax Proceeding. If a Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for both a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for and a Post-Closing Tax Period or Straddle Periodof an Acquired Company, provided that the Buyer shall afford the Seller and Purchaser shall use commercially reasonable efforts the opportunity to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest Proceeding and Seller or its designee shall not settle or compromise otherwise resolve such Seller Tax Contest Proceeding without the prior written Seller’s consent of Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In the case event that the Seller does not assume control of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to such a Tax Return of Seller)Proceeding, Purchaser the Buyer may participate at its sole expense in such Seller control the Tax Contest. In Proceeding, but the case of any Buyer may not settle or otherwise resolve the Tax Proceeding described in without the Seller’s consent (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser consent shall not have the right to control be unreasonably withheld, conditioned or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assetsdelayed). Notwithstanding the foregoing, in no case shall the Seller be entitled to control or otherwise participate in any payment from Tax Proceeding of any Tax Return that includes the Buyer or any of its Affiliates that is not an Acquired Company (a “Buyer Group Tax Authority resulting from such Seller Tax Contest attributable Return”), but only to the Transferred Assets extent that it relates to the Buyer or allocable to any Asset Selling Entity and to which Seller or of its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitythat is not an Acquired Company.

Tax Proceedings. Notwithstanding If (i) a Governmental Authority asserts any audits or other provision Action with respect to Taxes against the Company and (ii) the Seller is reasonably expected to be responsible for any portion of the related Taxes (any such audit or other Action, a “Tax Claim”), then the Party first receiving notice (whether directly, or indirectly through an Affiliate of such Party) of such Tax Claim shall promptly provide to the other Party a written notice specifying in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Governmental Authority in respect of such Tax Claim; provided, however, that the failure of such Party to give such prompt and detailed notice shall not relieve the other Party of any of its obligations under this Section 11.5, except to the extent that the other Party is prejudiced thereby. If, within ten (10) days after the Seller receives notice of a Tax Claim (whether from a Governmental Authority or pursuant to the first sentence of this AgreementSection 11.5), the Seller provides to the Buyer a written notice in which the Seller elects to contest, and to control the defense or its designee prosecution of, such Tax Claim, then, subject to the provisions of this Section 11.5, the Seller shall have the right to elect defend or prosecute and the right to control control, at its sole expense the Seller’s cost and expense, such Tax Claim by all appropriate proceedings. For any such Tax Proceeding on behalf Claim the defense or prosecution of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause which the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control (a “Seller Controlled Proceeding”), (A) the Seller shall defend or prosecute the Tax Claim diligently and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Periodin good faith, Purchaser may participate at its sole expense in such (B) the Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest not, without the prior written consent of Purchaser (the Buyer, which consent shall not to be unreasonably withheld, conditioned or delayed). In , enter into any compromise or settlement of such Tax Claim that is reasonably expected to result in any material Tax for which the case Buyer or the Company would be responsible or otherwise materially adversely impact the Buyer or the Company with respect to a taxable period that ends after the Closing Date, (C) the Seller shall inform the Buyer of any Seller Tax Contest described in (ii) above (other than any Tax Contest all material developments and events relating to a such Tax Return Claim (including providing to the Buyer copies of Sellerrelevant portions of all written materials relating to such Tax Claim), Purchaser may participate at its sole expense (D) the Parties shall cooperate with each other and each Party’s representatives in such Seller Tax Contest. In the case of any Tax Proceeding described good faith in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any order to contest effectively such Tax Proceeding on behalf Claim and (E) the Buyer and its representatives shall be entitled, at the expense of Purchaser the Buyer, to attend and will adhere participate in all conferences, meetings and proceedings relating to any reasonable instructions from Seller with respect theretosuch Tax Claim. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser The Buyer shall not have the right to control all Tax Claims (other than a Seller Controlled Proceeding); provided that (v) the Buyer shall defend or prosecute the Tax Claim diligently and in good faith, (w) the Buyer shall inform the Seller of all material developments and events relating to such Tax Claim (including providing to the Seller copies of relevant portions of all written materials relating to such Tax Claim), in each case, with respect to any issues in such Tax Claim for which the Seller is reasonably expected to have a liability or other obligation pursuant to this Agreement, (x) the parties shall cooperate with each other and each Party’s representatives in good faith in order to contest effectively such Tax Claim, (y) the Seller and its representatives shall be entitled, at the Seller’s cost and expense, to attend and participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoingall conferences, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable meetings and proceedings with respect to any Asset Selling Entity and issues in such Tax Claim for which the Seller is reasonably expected to which Seller have a liability or its Affiliates are entitled under other obligation pursuant to this Agreement and (z) the Buyer shall not, without the prior written consent of the Seller, which consent shall not be made directly unreasonably withheld, conditioned or delayed, enter into any compromise or settlement of any issues in such Tax Claim for which the Seller is reasonably expected to the applicable Asset Selling Entitybe responsible.

Tax Proceedings. Notwithstanding If, subsequent to the Closing Date, Buyer or the Company shall receive notice of a Tax proceeding with respect to the Company with respect to Taxes the payment of which is due from the Company to a Governmental Authority for operations prior to the Closing Date and for which Sellers would have any other provision responsibility or an indemnification obligation under Section 7.3(f) hereof, Buyer shall promptly notify Sellers in writing of this Agreementsuch Tax proceeding, Seller or its designee provided that the failure of Buyer to give such notice shall have not relieve Sellers of their indemnification obligations under Section 7.3(f) hereof, except to the right extent that Sellers can demonstrate actual loss and prejudice as a result of such failure. With respect to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any proceeding for which: (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return Sellers acknowledge in writing that Sellers are liable under Section 7.3(f) for a Pre-Closing Tax Period or on a Tax Return of Seller, all damages relating thereto and (ii) Excluded Buyer reasonably believes that Sellers will indemnify Buyer for all such damages, Sellers shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Periodproceeding with counsel satisfactory to Buyer; provided, provided however, that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iiix) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser Sellers shall promptly notify Seller Buyer in writing upon receiving notice from of its intention to control such Tax proceeding and shall provide Sellers the reasonable opportunity to participate in such Tax proceeding at their own expense and that Buyer shall regularly inform Sellers as to the status of such Tax proceeding, (y) in the case of a Tax proceeding relating to Taxes of the Company for a Tax period beginning before and ending after the Closing Date, Sellers and Buyer shall jointly control all proceedings taken in connection with any such Tax proceeding, and (z) if any Tax Authority proceeding could reasonably be expected to have an adverse effect on Buyer, the Company, or any of their Affiliates in any Tax period beginning after the Closing Date, the Tax proceeding shall not be settled or resolved without Buyer’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Sellers of the commencement of any Seller Tax Contestproceeding and Sellers do not, within ten (10) Business Days after Buyer’s notice is received, give notice to Buyer of its election to assume the defense thereof (and Purchaser in connection therewith, acknowledge in writing Sellers’ indemnification obligations hereunder), Sellers shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of be bound by any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense determination made in such Seller Tax Contest proceeding or any compromise or settlement thereof effected by Buyer. Buyer and Seller or its designee the Company shall not settle or compromise use their reasonable efforts to provide Sellers with such Seller Tax Contest without the prior written consent of Purchaser (not to assistance as may be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described reasonably requested by Sellers in (ii) above (other than any Tax Contest relating to connection with a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period proceeding controlled solely or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entityjointly by Sellers.

Tax Proceedings. Notwithstanding In the event of any audit, assessment, examination, claim or other provision controversy or proceeding relating to Taxes or Tax Returns (a “Tax Proceeding”) with respect to any Pre-Closing Tax Period of this Agreementan Acquired Company, the Buyer shall inform the Seller of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after the receipt by the Buyer of notice thereof. The Buyer shall afford the Seller the opportunity to control the conduct of any such Tax Proceeding that relates exclusively to Pre-Closing Tax Period of an Acquired Company, with counsel of its own choosing, and to settle or its designee otherwise resolve such Tax Proceeding in such manner as the Seller may deem appropriate; provided, that the Seller may not settle any such Tax Proceeding without the Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), if such settlement would increase Taxes of the Buyer or the Acquired Companies for which the Buyer would not be indemnified hereunder. The Buyer -52- shall have the right right, at the Buyer’s expense, to elect to participate in but not control at its sole expense any the conduct of such Tax Proceeding. If a Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for both a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for and a Post-Closing Tax Period or Straddle Periodof an Acquired Company, provided that the Buyer shall afford the Seller and Purchaser shall use commercially reasonable efforts the opportunity to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest Proceeding and Seller or its designee shall not settle or compromise otherwise resolve such Seller Tax Contest Proceeding without the prior written Seller’s consent of Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In the case event that the Seller does not assume control of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to such a Tax Return of Seller)Proceeding, Purchaser the Buyer may participate at its sole expense in such Seller control the Tax Contest. In Proceeding, but the case of any Buyer may not settle or otherwise resolve the Tax Proceeding described in without the Seller’s consent (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser consent shall not have the right to control be unreasonably withheld, conditioned or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assetsdelayed). Notwithstanding the foregoing, in no case shall the Seller be entitled to control or otherwise participate in any payment from Tax Proceeding of any Tax Return that includes the Buyer or any of its Affiliates that is not an Acquired Company (a “Buyer Group Tax Authority resulting from such Seller Tax Contest attributable Return”), but only to the Transferred Assets extent that it relates to the Buyer or allocable to any Asset Selling Entity and to which Seller or of its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitythat is not an Acquired Company. 8.9.6.

Tax Proceedings. Notwithstanding In the case of any audit, examination, or other provision proceeding (“Tax Proceeding”) with respect to Taxes for which Seller is solely liable pursuant to this Agreement and for all taxable periods of the Companies ending on or before the Closing Date, Purchaser shall promptly inform Seller, and shall afford Seller, at Seller’s expense, the opportunity to control the conduct of such Tax Proceedings to the extent such Tax Proceedings may affect the amount of Taxes for which Seller is liable pursuant to this Agreement, Agreement or may affect the Taxes of any direct or indirect equity owners of Seller. Purchaser shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller or its designee to take all actions desired by Seller with respect to such Tax Proceedings over which Seller has control pursuant to this Section 8.6(f). Seller shall have the right to elect control any such Tax Proceedings, and, if there is substantial authority therefor, to control at its sole expense initiate any Tax Proceeding on behalf of claim for refund, file any amended return, or take any other action which it deems appropriate with respect to such Taxes. If requested by the Purchaser, Seller shall provide to Purchaser an opinion in form and content reasonably acceptable to Purchaser from counsel reasonably acceptable to Purchaser that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return there is substantial authority for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided the position that Seller and Purchaser shall use commercially reasonable efforts is taking with respect to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contestaction, and Purchaser need not and Seller shall not take all actions reasonably necessary such action until such opinion is delivered to Purchaser. Any Tax Proceedings with respect to Taxes for a Straddle Period shall be controlled by Purchaser. Notwithstanding any provision of this Section 8.6(f) to the contrary, Seller shall not have the right to control any Tax Proceeding, to initiate any claim for refund, to file any amended return, or to take any other action if, as a result of such Tax Proceeding, claim for refund, amended return, or other action, Taxes payable by Purchaser or the Companies for any taxable period would likely be materially increased unless Seller is obligated to indemnify Purchaser Indemnified Parties for such increased Taxes pursuant to Section 8.2. Seller shall not agree to any settlement concerning Taxes for any taxable period ending on or before the Closing Date which may result in an increase in Taxes (including providing a power an increase in any Taxes of attorneythe direct or indirect equity owners of Seller) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-taxable period ending after the Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Date without the prior written consent of the Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have agree to any settlement concerning Taxes for any Straddle Period which may result in an increase in Taxes for any taxable period ending before the right to control or participate in any Tax Contest relating to a Tax Return Closing Date without the prior written consent of Seller that does (which consent shall not solely relate to the Program Business be unreasonably withheld, conditioned or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitydelayed).

Tax Proceedings. Notwithstanding any other provision of this AgreementIf, after the Closing Date, Buyer or Seller or its designee shall have any of their Affiliates, including any member of the right Target Group receives notice of a claim, action, suit, arbitration, inquiry, audit, examination, proceeding or investigation by or before any Governmental Authority relating to elect to control at its sole expense any the Taxes or Tax Proceeding on behalf Returns of Seller that relates or with respect to any member of Target Group for any tax period (ior portion thereof) Excluded Tax Liabilities ending on or Excluded Tax Assets on a Tax Return for a Pre-before the Closing Tax Period Date or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period if Seller may be liable under this Agreement or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets would reasonably be expected to be reflected on a Tax Return liable otherwise for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected any resulting Taxes (each, a “Seller Tax Contest”). Purchaser , then within ten (10) days after receipt of such notice, the Party in initial receipt of such notice shall promptly notify Seller the other party in writing upon receiving notice from thereof. With respect to any Tax Authority of the commencement of any Contest for which Seller Tax Contest, and Purchaser shall take all actions may be liable under this Agreement or would reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax be liable otherwise for any Post-Closing resulting Taxes, so long as Buyer will be indemnified by Seller for the full amount of any and all Claims arising from such Tax PeriodContest Seller may elect to control the conduct and resolution of any such Tax Contest by delivering to Buyer written notice of Seller’s election to control within ten (10) days after receipt of such Tax Contest; provided, Purchaser may that Seller (i) shall conduct the Tax Contest in good faith; (ii) shall keep Buyer reasonably informed regarding the status of such Tax Contest; (iii) shall allow Buyer to participate at its sole expense in such Seller Tax Contest at Buyer’s own expense and Seller or its designee (iv) shall not settle or compromise any such Seller Tax Contest (or portion thereof) without the prior written consent of Purchaser (Buyer, which consent shall not to be unreasonably withheld, conditioned or delayed). In the case of any Should Seller not elect to control such Tax Contest described or does not have a right to control such Tax Contest but may be liable under this Agreement or would reasonably be expected to be liable otherwise for any resulting Taxes, Buyer shall control such Tax Contest; provided that Buyer (i) shall conduct the Tax Contest in good faith; (ii) above (other than any Tax Contest relating to a Tax Return shall keep Seller reasonably informed regarding the status of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in ; (iii) above but for which shall allow Seller to participate in such Excluded Tax Assets are Contest at Seller’s own expense and (iv) shall not so reflected on a (and shall not allow any member of the Target Group to) settle any such Tax Return for a Pre-Closing Tax Period Contest (or on a Tax Return portion thereof) without the prior written consent of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser which consent shall not have the right to control be unreasonably withheld, conditioned or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitydelayed.

Tax Proceedings. Notwithstanding Parent shall notify the Stockholders’ Representative within five (5) Business Days after the receipt by Parent or any other provision of its Affiliates (including the Company) of notice of any inquiries, claims, assessments, audits or similar events with respect to any Taxes of the Company for which the Company Stockholders could be liable or responsible under this AgreementAgreement (together with any related proceeding, Seller a “Tax Proceeding”). The failure to give such prompt written notice shall not, however, relieve the Company Stockholders of their indemnification obligations, except and only to the extent that the Company Stockholders are actually and materially prejudiced by reason of such failure. The Stockholders’ Representative may elect, at the Company Stockholders’ sole expense, to have control over the conduct of any Tax Proceeding with respect to any Tax period ending on or its designee before the Closing Date; provided that (a) Parent shall have the right to elect to control participate in any such Tax Proceeding at its sole expense expense, (b) the Stockholders’ Representative shall keep Parent reasonably informed of the status of developments with respect to such Tax Proceeding, and (c) the Stockholders’ Representative shall not settle, discharge, or otherwise dispose of any such Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser Parent (which consent shall not to be unreasonably withheld, conditioned or delayed). In Parent shall have control over the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case conduct of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax with respect to any Straddle Period or on a any Tax Return of SellerProceeding with respect to any period referenced in the immediately preceding sentence that the Stockholders’ Representative does not elect to control; provided that, Purchaser or its designee with respect to Indemnified Taxes, (i) the Stockholders’ Representative shall control at its sole expense have the right to participate in any such Tax Proceeding on behalf at the Company Stockholders’ sole expense, (ii) Parent shall keep the Stockholders’ Representative reasonably informed of Purchaser and will adhere to any reasonable instructions from Seller the status of developments with respect thereto. Notwithstanding to such Tax Proceeding, and (iii) Parent and the foregoing and for the avoidance of doubt, Purchaser Company shall not have settle, discharge, or otherwise dispose of any such Tax Proceeding without the right to control prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitydelayed).

Tax Proceedings. Notwithstanding any Buyer and Seller shall each promptly notify the other provision in writing upon the receipt of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense notice from any Tax Proceeding on behalf Authority of Seller that relates any pending or threatened audit or administrative or judicial proceeding related to taxes (a “Tax Proceeding”) of or with respect to any (i) Excluded Tax Liabilities Group Company, its business, assets or Excluded Tax Assets on a Tax Return operations for a any Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or any Straddle Period, provided that . Any failure to so notify the other party of any Tax Proceeding shall not relieve such other party of any liability with respect to such Tax Proceeding except to the extent such party was actually prejudiced as a result thereof. Seller and Purchaser shall use commercially reasonable efforts have the right to cause the relevant control any Tax Authority Proceeding with respect to assert such Excluded Tax Liability on a Tax Return for a any Group Company relating solely to any Pre-Closing Tax Period or on (“Seller Controlled Tax Proceeding”); provided, however, that Seller (i) shall keep Buyer fully informed with respect to any Seller Controlled Tax Proceeding, (ii) shall consult with Buyer before taking any significant action in connection with a Seller Controlled Tax Return of Seller Proceeding as it relates to the Group Companies, and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period will not settle, compromise or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of abandon any Seller Controlled Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Proceeding without the obtaining Buyer’s prior written consent of Purchaser (which consent will not to be unreasonably withheld, conditioned or delayed), if such settlement, compromise or abandonment could reasonably be expected to have an adverse impact on Buyer or any of its Affiliates (including the Group Companies) in a taxable period ending after the Closing Date. In Buyer shall have the sole right to control any other Tax Proceedings with respect to the Group Companies (“Buyer Controlled Tax Proceeding”), provided, however, that, in the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Buyer Controlled Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on that includes a Tax Return for Straddle Period or a Pre-Closing Tax Period, Buyer (A) shall keep Seller fully informed with respect to any Buyer Controlled Tax Proceeding to the extent related to the Straddle Period or on a Pre-Closing Tax Return of SellerPeriod, Purchaser or its designee as the case may be (B) shall control at its sole expense consult with Seller before taking any such significant action in connection with any Buyer Controlled Tax Proceeding on behalf of Purchaser to the extent related to the Straddle Period or Pre-Closing Tax Period, as the case may be, and (C) will adhere not settle, compromise or abandon any Buyer Controlled Tax Proceeding without obtaining Seller’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), if Seller could reasonably be expected to be required to indemnify Buyer with respect to such settlement, compromise or abandonment. Section 12.5 shall not apply to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityProceedings.

Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser Buyer shall promptly notify Seller in writing upon receipt by Buyer of any notice of any audits, examinations, adjustments, assessments, proceedings or other similar events relating to any Taxes imposed with respect to the Transferred Assets for which Seller could be liable under this Agreement (a “Tax Proceeding”). Seller may elect, within 30 days of receiving notice from such notice, to direct any Tax Authority Proceeding, at its expense, that relates to a period ending prior to the Effective Time and for which Seller could be liable under this Agreement for any Taxes that may result (a “Seller’s Tax Contest”) and to employ counsel of its choice; provided, however, that Buyer shall have the right, at its expense, to consult with Seller regarding a Seller’s Tax Contest. Buyer, at its expense, shall have the right to control all other Tax Proceedings (a “Buyer’s Tax Contest”); provided, however, that Seller shall have the right, at its expense, to be present at such proceeding if Seller could be liable under this Agreement for a portion of the commencement of any Seller Taxes that may result from a Buyer’s Tax Contest; and provided, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) further, that Buyer may not agree to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of settle any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Buyer’s Tax Contest without the Seller’s prior written consent, which consent of Purchaser (shall not to be unreasonably withheld, conditioned or delayed). In , unless Buyer agrees to assume and become liable for all Taxes resulting from the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Buyer’s Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Any Pre-Closing Tax Period or on Obligations for which Seller is liable pursuant to this Agreement and that are imposed in connection with the resolution of a Tax Return of SellerProceeding, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made paid by Seller to Buyer or, if applicable, directly to the applicable Asset Selling EntityTaxing Authority, within ten (10) Business Days subsequent to the resolution of the Tax Proceeding.

Tax Proceedings. Notwithstanding any other provision of this AgreementFrom and after the date hereof until the Closing, Seller is hereby authorized to commence any new proceeding or its designee shall have proceedings and/or continue any proceeding or proceedings now pending for the right reduction of the assessed valuation of the Property for fiscal years ending prior to elect to control the fiscal year in which the Closing occurs and for the fiscal year in which the Closing occurs, and in Seller’s sole discretion at its sole cost and expense any Tax Proceeding on behalf of Seller to litigate or settle same; provided, however, that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise and such Seller Tax Contest proceeding relating to the fiscal year in which the Closing occurs without the Purchaser’s prior written consent of Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in ) (ii) above (other than Purchaser shall be entitled to that portion of any Tax Contest refund relating to a Tax Return the period occurring from and after the Closing after payment to Seller of all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Seller in obtaining such refund. Purchaser shall deliver to Seller, reasonably promptly after request therefor, receipted tax bills and canceled checks used in payment of such taxes and shall execute any and all consents or other documents, and do any act or thing necessary for the collection of such refund by Seller. Any refunds or credits due for the periods prior to Purchaser’s ownership of the Property shall remain the sole property of Seller), . Purchaser may participate shall have the sole right to prosecute any tax proceedings in respect of the Property relating to any fiscal year ending after the fiscal year in which the Closing occurs. Seller shall reasonably cooperate with Purchaser at its sole no out-of-pocket expense to Seller in such Seller Tax Contest. In connection with the case prosecution of any Tax Proceeding described in such tax proceedings. If any application or proceeding is commenced under the Industrial and Commercial Abatement Program (iiiICAP) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return before the New York City Department of Seller, Purchaser Finance (or its designee successor) after the Closing, Seller shall control at its sole expense be entitled to the benefit of any such Tax Proceeding on behalf of program to the extent received by Purchaser and will adhere applicable to any reasonable instructions from Seller with respect theretoSeller’s period of ownership of the Property. Notwithstanding The provisions of this Section 18 shall survive the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityClosing.

Tax Proceedings. Notwithstanding If Regency or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other provision proceeding with respect to the liability of the Xxxxxx LLCs or the Subsidiaries for Taxes for any period for which HEP is or may be liable under this Agreement, Seller Regency shall notify HEP in writing thereof (the “Regency Notice”) no later than twenty (20) days prior to the deadline for responding to the Proceeding Notice; provided, however, that if Regency receives the Proceeding Notice with less than those twenty (20) days prior to the deadline, Regency shall notify HEP no later than five (5) days after the receipt by Regency or any of its designee affiliates of the Proceeding Notice, but in no case less than two (2) days prior to such deadline. Such Regency Notice shall have the right be accompanied by copies of any notice and other documents received from any taxing authority with respect to elect such matter. As to any such Taxes for which HEP is or may be liable under this Agreement, HEP shall be entitled at its expense to control at its sole expense any Tax Proceeding on behalf or settle the contest of Seller that relates to any such examination, claim, adjustment, or other proceeding, provided (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return HEP notifies Regency in writing that it desires to do so no later than fifteen (15) days prior to the deadline for a Pre-Closing Tax Period or on a Tax Return responding to the Proceeding Notice (provided, however, that if fifteen (15) days do not exist prior to the deadline after HEP’s receipt of Sellerthe Regency Notice, HEP shall notify Regency no later than five (5) days after receipt of the Regency Notice, but in no case less than one (1) day prior to such deadline), and (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodHEP may not, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (Regency, not to be unreasonably withheld, conditioned or delayed). In , agree to any settlement which would result in an increase in the case amount of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of SellerTaxes for which Regency is liable under Section 7.1(c), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in and (iii) above but for which HEP shall keep Regency reasonably informed of such Excluded Tax Assets are not so reflected on examination, claim, adjustment or proceeding and shall provide Regency, in a Tax Return for a Pre-Closing Tax Period or on a Tax Return timely manner, with copies of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser all relevant documents and will adhere to any reasonable instructions from Seller with respect correspondence relating thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable if the Regency Notice is given to HEP pursuant to this Section 7.3 and HEP does not notify Regency of its intent to control or settle the Transferred Assets or allocable proceeding pursuant to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement Section 7.3, then (i) Regency shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment or other proceeding and Regency shall keep HEP reasonably informed of such examination, claim, adjustment or proceeding and shall provide HEP, in a timely manner, with copies of all relevant documents and correspondence relating thereto, and (ii) HEP shall be bound by any determination made directly to the applicable Asset Selling Entity.in such proceeding or any compromise or settlement thereof effected by

Tax Proceedings. Notwithstanding After the Closing, the Sellers and the Buyer shall provide prompt written notice to each other of any Tax Proceeding that it becomes aware of which, if determined adverse to either Party, would be grounds for indemnification under this Agreement by the other provision Party. The obligation to provide notice applies to all material matters related to the Tax Proceeding, such that there is a continuing obligation to provide notice of this Agreementthe commencement of the Tax Proceeding as well as all material developments in the Tax Proceeding. Such notice shall contain factual information (to the extent known) describing the matter in reasonable detail and shall be accompanied by copies of any notice or other document received from or with any Tax authority in respect of any such matters. Failure to give such notice shall not relieve the Party entitled to receive the notice from any Liability which it may have on account of its indemnification obligation or otherwise, Seller or its designee except to the extent that the Party entitled to receive notice is materially prejudiced thereby. The Sellers, at their sole expense, shall have the right to elect to control at its sole expense represent the Company before any Tax authority or any court regarding any Tax Proceeding on behalf of Seller that relates relating to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on other than a Straddle Period with respect to any asserted liability for which indemnity may be sought under this Agreement; provided, however, that the Sellers shall allow Buyer and its counsel to participate in any such Tax Return of SellerProceeding; and provided further, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser the Sellers shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from enter into any Tax Authority of the commencement settlement of any Seller contest or otherwise compromise any issue in connection with such Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Proceeding without the prior written consent of Purchaser Buyer (which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). In The Sellers shall keep Buyer fully and timely informed with respect to any such Tax Proceeding. Buyer shall have the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating exclusive authority to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In represent the case of Company with respect to any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Preall Post-Closing Tax Period or on a Tax Return of SellerPeriods and Straddle Periods; provided, Purchaser or however, that the Buyer shall allow the Sellers and its designee shall control at its sole expense counsel to participate in any such Tax Proceeding on behalf of Purchaser and will adhere in a Straddle Period to the extent such Tax Proceeding relates to any reasonable instructions from Seller Tax or Tax Benefit for the Sellers’ account; and provided further, that if the Buyer enters into any settlement of any contest or otherwise compromises any such Tax or Tax Benefit for the Sellers’ account in connection with such Tax Proceeding without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, delayed or conditioned), then, notwithstanding any other provision of this Agreement to the contrary, (a) any additional Losses arising as a direct result of such settlement or compromise shall not be subject to indemnification by the Sellers pursuant to this Agreement under Section 11 or otherwise and (b) any Tax Benefit foregone as a direct result of such settlement or compromise shall be treated as having been realized by the Buyer for Sellers’ account. The Buyer shall keep the Sellers fully and timely informed with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitysuch Tax Proceeding.

Tax Proceedings. Notwithstanding If a claim shall be made by any other provision Governmental Authority in respect of the Target Companies for a Pre-Closing Tax Period, Parent shall promptly and in any event no more than ten (10) days following Parent’s receipt of such claim, give written notice to the Sellers’ Representative of such claim; provided, however, that the failure of Parent to give such notices shall only relieve the Securityholders from their indemnification obligations hereunder to the extent they are actually prejudiced by such failure. With respect to any Tax claim of the Operating Company for which the Securityholders may have an indemnification obligation hereunder, the Sellers’ Representative shall control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any accounting firm) at the Securityholders’ expense subject to the requirements of this AgreementSection 7.08(i); provided that Parent shall control, Seller or its designee and the Securityholders shall be liable for reasonable third party expenses of any such Tax claim relating to VMG Blocker Corp. Proceedings in connection with any Tax claim relating to the Target Companies for any period for which the Securityholders would not have an indemnification obligation hereunder shall be the right to elect responsibility of Parent. The Sellers’ Representative shall promptly notify Parent if it decides not to control at its sole expense the defense or settlement of any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return claim for a Pre-Closing Tax Period or on a which it is entitled to control pursuant to this Agreement. No Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return claim for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts for which the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects Sellers’ Representative is entitled to control and that reasonably would all proceedings may be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest settled without the prior written consent of Purchaser (Parent, such consent not to be unreasonably withheld, conditioned or delayed). In Parent, the Securityholders, the Sellers’ Representative, the Target Companies and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax claim in accordance with this Section 7.08(i) and shall keep each other reasonably informed concerning the progress of proceedings related to Tax claims for which the Securityholders would have an indemnification obligation hereunder. Subject to the foregoing, (i) in the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return claim for a Pre-Closing Tax Period or on for which the Sellers’ Representative is entitled to control all proceedings, Parent may participate in such proceedings (including through its own counsel) at Parent’s expense, and (ii) in the case of a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such claim for a Pre-Closing Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and Period for the avoidance of doubt, Purchaser shall not have the right which Parent is entitled to control or all proceedings, the Sellers’ Representative may participate in any such proceedings (including through its own counsel) at the Securityholders’ expense. The Parties shall satisfy their indemnity obligations pursuant to Section 7.08(f) (Tax Contest relating to Indemnification) within ten (10) days after a final determination (within the meaning of Section 1313(a) of the Code or analogous provisions of state, local or foreign Tax Return Law) or settlement of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a relevant Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entityclaim is made.

Tax Proceedings. Notwithstanding Buyer shall notify the Seller within fifteen (15) days of its receipt or any Affiliate’s receipt (including, after the Closing, each member of the Company Group) (a) of any written notice of any audit, suit, action or other provision proceeding in respect of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected Taxes (each, a “Seller Tax ContestProceeding”). Purchaser shall promptly notify Seller in writing upon receiving ) or (b) of a written notice from threatening any Tax Authority Proceeding, in either case relating in whole or in part to Taxes for which the Seller Parties may be liable or for which any Buyer Indemnified Party may be entitled to indemnification from the Seller Parties hereunder; provided, however, that failure to so notify the Seller shall not relieve the Seller Parties of their obligations hereunder unless and to the extent the Seller Parties are materially prejudiced thereby. Buyer shall control any Tax Proceeding with respect to any member of the commencement of Company Group for any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary taxable period beginning prior to the Closing Date (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to other than any Tax Proceeding with respect to Pass-Through Income Tax Returns for any Post-taxable period ending on or prior to the Closing Tax PeriodDate); provided, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee that (i) Buyer shall not agree to settle or compromise any such Seller Tax Contest Proceeding without the prior written consent of Purchaser the Seller (which consent may not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in , (ii) above (other than any Buyer shall keep the Seller fully informed on a regular basis regarding the status of such Tax Contest relating to a Tax Return of Seller)Proceeding, Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which Buyer shall provide the Seller with a copy of all material submissions made to a Governmental Authority in connection with such Excluded Tax Assets are not so reflected on a Proceeding, (iv) Buyer shall provide the Seller copies of all material correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Return for a Pre-Closing Tax Period or on a Tax Return of SellerProceeding, Purchaser or its designee and (v) the Seller shall control at its sole expense have the right to participate in any such Tax Proceeding on behalf of Purchaser and will adhere to at the Seller Parties’ sole expense. The Seller shall control any reasonable instructions from Seller Tax Proceeding with respect thereto. Notwithstanding to Pass-Through Income Tax Returns for any taxable period ending on or prior to the foregoing and for Closing Date; provided, that (i) the avoidance of doubt, Purchaser Seller shall not agree to settle or compromise any such Tax Proceeding without the prior written consent of Buyer (which consent may not be unreasonably withheld, conditioned or delayed), (ii) the Seller shall keep Buyer fully informed on a regular basis regarding the status of such Tax Proceeding, (iii) the Seller shall provide Buyer with a copy of all material submissions made to a Governmental Authority in connection with such Tax Proceeding, (iv) the Seller shall provide Buyer copies of all material correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Proceeding, and (v) Buyer shall have the right to control or participate in any such Tax Contest relating to a Tax Return Proceeding at Buyer’s sole expense. The provisions of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoingthis Section 6.5(f), any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable rather than those of Section 8.3, shall apply with respect to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityTax Proceedings.

Tax Proceedings. Notwithstanding Purchaser shall, within five (5) days of receipt, provide Seller with written notice of any other provision of this Agreementinquiries, Seller audits, examinations or its designee shall have the right to elect to control at its sole expense proposed adjustments by any Tax Proceeding on behalf of Seller that Governmental Authority, which relates to any (i) Excluded Asset Taxes for any Tax Liabilities period ending prior to the Effective Date or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax any Straddle Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Pre-Effective Date Tax ContestProceeding”). Purchaser Seller shall promptly notify Seller in writing upon receiving notice from any Tax Authority of have the commencement option to control the conduct and resolution of any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending prior to the Effective Date. Seller Tax Contest, and may exercise such option by providing written notice to Purchaser shall take all actions reasonably necessary within fifteen (including providing a power 15) days of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case receiving written notice of any Seller such Pre-Effective Date Tax Contest that Proceeding from Purchaser. If Seller elects to control and that reasonably would be expected to give rise a Pre-Effective Date Tax Proceeding, Seller shall (i) keep Purchaser informed of the progress of any such Pre-Effective Date Tax Proceeding, (ii) provide Purchaser with copies of material correspondence with respect to any such Tax for Proceeding, (iii) permit Purchaser (or Purchaser’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any Postsuch Pre-Closing Effective Date Tax PeriodProceeding (at Purchaser’s cost), Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall (iv) not settle effect any settlement or compromise of any such Seller Pre-Effective Date Tax Contest Proceeding without the prior written consent of Purchaser (Purchaser, not to be unreasonably conditioned, delayed or withheld. Purchaser shall control any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending before the Effective Date that Seller does not elect to control or any Pre-Effective Date Tax Proceeding that relates to any Straddle Period; provided, conditioned that, Purchaser shall (I) keep Seller informed of the progress of any such Pre-Effective Date Tax Proceeding, (II) provide Seller with copies of material correspondence with respect to any such Pre-Effective Date Tax Proceeding, (III) permit Seller (or delayedSeller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such Pre-Effective Date Tax Proceeding (at Seller’s cost), and (IV) not effect any settlement or compromise of any such Pre-Effective Date Tax Proceeding without the written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the case event of any Seller Tax Contest described a conflict between the provisions in (ii) above (other than any Tax Contest relating to a Tax Return of Seller)this Section 9.7 and those in Section 11.4, Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee this Section 9.7 shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitycontrol.

Tax Proceedings. Notwithstanding any Buyer and Seller shall each promptly notify the other provision in writing upon the receipt of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense notice from any Tax Proceeding on behalf Authority of Seller that relates any pending or threatened audit or administrative or judicial proceeding related to taxes (a “Tax Proceeding”) of or with respect to the Company, its business, assets or operations for any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or any Straddle Period, provided that . Any failure to so notify the other party of any Tax Proceeding shall not relieve such other party of any liability with respect to such Tax Proceeding except to the extent such party was actually prejudiced as a result thereof. Seller and Purchaser shall use commercially reasonable efforts have the right to cause control any Tax Proceeding with respect to the relevant Tax Authority Company relating solely to assert such Excluded Tax Liability on a Tax Return for a any Pre-Closing Tax Period or on (“Seller Controlled Tax Proceeding”); provided, however, that Seller (i) shall keep Buyer fully informed with respect to any Seller Controlled Tax Proceeding, (ii) shall consult with Buyer before taking any significant action in connection with a Seller Controlled Tax Return of Seller Proceeding as it relates to the Company, and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period will not settle, compromise or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of abandon any Seller Controlled Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Proceeding without the obtaining Buyer’s prior written consent of Purchaser (which consent will not to be unreasonably withheld, conditioned or delayed). In Buyer shall have the sole right to control any other Tax Proceedings with respect to the Company (“Buyer Controlled Tax Proceeding”), provided, however, that, in the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Buyer Controlled Tax Proceeding described in that includes a Straddle Period, Buyer (iiiA) above but for which such Excluded shall keep Seller fully informed with respect to any Buyer Controlled Tax Assets are not so reflected on a Tax Return for a Proceeding to the extent related to the Straddle Period or Pre-Closing Tax Period, as the case may be (B) shall consult with Seller before taking any significant action in connection with any Buyer Controlled Tax Proceeding to the extent related to the Straddle Period or on a Pre-Closing Tax Return of SellerPeriod, Purchaser as the case may be, and (C) will not settle, compromise or its designee shall control at its sole expense abandon any such Buyer Controlled Tax Proceeding on behalf of Purchaser and without obtaining Seller’s prior written consent (which consent will adhere not be unreasonably withheld, conditioned or delayed), if Seller could reasonably be expected to be required to indemnify Buyer with respect to such settlement, compromise or abandonment. Section 12.5 shall not apply to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityProceedings.

Tax Proceedings. Notwithstanding Buyer shall give prompt written notice to the Sellers’ Representative of the assertion by a Tax authority of any other provision Tax Proceeding with respect to Seller Taxes; provided, however, that no delay on the part of Buyer in notifying the Sellers’ Representative will relieve Seller from any obligation for indemnification pursuant to this Agreement, except to the extent such delay actually and materially prejudices Seller. The Sellers’ Representative shall (at its own expense) control any such Tax Proceeding relating to Taxes that are solely Seller Taxes; provided, that (i) the Sellers’ Representative shall keep Buyer reasonably informed regarding the progress and substantive aspects of such Tax Proceeding, (ii) Sellers’ Representative must first consult in good faith with Buyer before taking any action with respect to the conduct of such Tax Proceeding, (iii) Buyer shall be entitled to participate (at its own expense) in such Tax Proceeding, and (iv) the Sellers’ Representative shall not compromise or its designee settle any such Tax Proceeding without obtaining Buyer’s prior written consent (such consent not to be unreasonably withheld or delayed); provided that if Sellers’ Representative fails to assume control of such Tax Proceeding within a reasonable period following the receipt of notice of such Tax Proceeding, Buyer shall have the right to elect assume control of such Tax Proceeding (at the cost and expense of Sellers’ Representative), and Sellers’ Representative shall have no right to control at its sole expense participate in any such Tax Proceeding; provided, however, that the Buyer shall not compromise or settle any such Tax Proceeding without obtaining Sellers’ Representative’s prior written consent (such consent not to be unreasonably withheld or delayed) . If any Tax Proceeding on behalf of Seller that relates to any both Taxes that are Seller Taxes and Taxes that are not Seller Taxes, Buyer shall have the right (at its own expense) to control such Tax Proceeding; provided, that (i) Excluded the Buyer shall keep Sellers’ Representative reasonably informed regarding the progress and substantive aspects of such Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of SellerProceeding, (ii) Excluded Buyer must first consult in good faith with Sellers’ Representative before taking any material action with respect to the conduct of such Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodProceeding, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Sellers’ Representative shall be entitled to participate (at its own expense) in such Tax Assets on a Proceeding, and (iv) the Buyer shall not compromise or settle any such Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause Proceeding without obtaining Sellers’ Representative’s prior written consent (such Excluded Tax Assets consent not to be reflected on a Tax Return for a Pre-Closing Tax Period unreasonably withheld or on a Tax Return delayed) Notwithstanding anything to the contrary in this Agreement, Buyer shall have the right to make (or cause to be made) an election under Section 6226 of Seller the Code (and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from analogous provision under state and local law) with respect to any Tax Authority of Proceeding relating to the commencement of any Seller Tax ContestCompany, and Purchaser shall the Sellers’ Representative will take all such actions (and cause the Sellers to take such actions) as are reasonably necessary (including providing a power of attorney) requested by Buyer to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3make such election. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise conflict regarding the procedures applicable to any Tax for any Post-Closing Tax Periodclaim involving Taxes in this Section 10.06 and in Section 9.05, Purchaser may participate at its sole expense the procedures in such Seller Tax Contest and Seller or its designee this Section 10.06 shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitygovern.

Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or after the Closing, the Company and its designee shall have the right to elect to control at its sole expense Subsidiaries and Buyer (and any Tax Proceeding on behalf of Seller that relates to any (itheir respective Affiliates) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller the Representative in writing upon receiving notice from any Tax Taxing Authority of the commencement of any Seller claim, audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax ContestReturn filed by the Company or its Subsidiaries with respect to Pre-Closing Tax Periods for any Pass-Through Income Tax Matter (a “PT-Tax Proceeding”). Notwithstanding any other provision of this Agreement, the Representative shall have the sole right in its discretion to elect to represent the interests of the Company and Purchaser its Subsidiaries and its direct and indirect owners in any PT-Tax Proceeding (including any settlement or disposition thereof) that is not conducted pursuant to the Partnership Audit Tax Rules. Buyer shall take all actions action reasonably necessary (including providing a power of attorney) to enable Seller or its designee the Representative to exercise its control rights as set forth in this Section 7.39.03; provided that Buyer shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Representative. In Notwithstanding the case above, Representative shall not consent to the entry of any Seller judgment, or settle, compromise or discharge any PT-Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest Proceeding without the prior written consent of Purchaser Buyer (which shall not be unreasonably withheld, conditioned or delayed) if such action would have the effect of increasing the Tax liability of the Company and its Subsidiaries or Blocker in a Post-Closing Tax Period. With respect to any PT-Tax Proceedings that is not conducted pursuant to the Partnership Tax Audit Rules that the Representative does not elect to control pursuant to this Section 9.03, Buyer shall have the sole responsibility for, and shall control, such PT-Tax Proceeding, including the settlement and disposition thereof; provided, however, that (i) the Representative shall have the right to participate in such PT-Tax Proceeding, including to review in advance and reasonably comment upon submissions made in the course of such PT-Tax Proceeding and to attend any in-person or telephonic meetings, (ii) Buyer shall diligently pursue such PT-Tax Proceeding in good faith as if it were the sole party in interest and (iii) the Representative’s consent (not to be unreasonably withheld, conditioned or delayed)) shall be required for any settlement that could affect the Tax liability of the Unitholders or Blocker Seller. In Buyer shall represent the case interest of the Company and its Subsidiaries and its direct and indirect owners in any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any PT-Tax Proceeding described that is conducted pursuant to the Partnership Tax Audit Rules and shall not make, nor shall Buyer allow any person serving as the “partnership representative” (as defined in (iiiSection 6223 of the Code) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return “designated individual” of Sellerthe Company to make, Purchaser any election pursuant to Section 6226 of the Code or its designee shall control at its sole expense any similar state or local law with respect to any such PT-Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityProceeding.

Tax Proceedings. Notwithstanding Buyer shall, and shall cause the Surviving Corporation to, notify the Securityholder Representative in writing within ten (10) Business Days upon the receipt of any other provision notice, or becoming aware, of any audit, examination, judicial or administrative proceeding with respect to Taxes for which the Company Securityholders would be liable pursuant to this Agreement (a “Tax Proceeding”); provided, that no failure or delay of Buyer or the Surviving Corporation in providing such notice shall reduce or otherwise affect the Buyer Indemnified Parties’ rights under Article 8 or the obligations of the Company Securityholders pursuant to this Agreement, Seller except to the extent that the Company Securityholders are materially and adversely prejudiced as a result of such failure or its designee delay. The Securityholder Representative shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period (excluding any Straddle Period) if the Buyer Indemnified Parties would be indemnified under Article 8 for at least half of the Taxes that are reasonably expected to result from such Tax Proceeding or on such Tax Proceedings relate solely or primarily to a Tax Return refund to which the Company Securityholders would be entitled to under Section 11.3(e) and within ten (10) days of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any of such Tax Authority Proceeding the Securityholder Representative notifies Buyer of its intent to take control of such Tax Proceeding. If the commencement Securityholder Representative assumes control of any Seller such Tax ContestProceeding, Buyer shall have the right to participate in such Tax Proceeding, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee Securityholder Representative shall not settle or compromise such Seller Tax Contest Proceeding without the Buyer’s prior written consent of Purchaser (not to be unreasonably withheldconditioned, conditioned withheld or delayed). In If the case Securityholder Representative does not (or is not entitled to) elect to control such Tax Proceeding, or if such Tax Proceeding relates to a Straddle Period, Buyer shall control such Tax Proceeding, provided that, if the Buyer Indemnified Parties would be indemnified under Article 8 for some or all of any Seller the Losses that are reasonably expected to result from such Tax Contest described in (ii) above (other than any Proceeding or such Tax Contest relating Proceedings relate to a Tax Return of Sellerrefund to which the Company Securityholders would be entitled to under Section 11.3(e), Purchaser may participate then the Securityholder Representative shall have the right to participate, at its sole expense own expense, in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are Proceeding, and Buyer shall not so reflected on a Tax Return for a Pre-Closing Tax Period settle or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any compromise such Tax Proceeding on behalf of Purchaser and will adhere without the Securityholder Representative’s prior written consent (not to any reasonable instructions from Seller with respect theretobe unreasonably conditioned, withheld or delayed). Notwithstanding the foregoing and for For the avoidance of doubt, Purchaser in the event that any conflict arises between the provisions of this Section 11.3(f) and the provisions of Section 8.6, the provisions of this Section 11.3(f) shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitygovern.

Tax Proceedings. Notwithstanding Each Party shall promptly notify the other upon receipt of any notice of any Tax Proceeding with respect to any Seller Taxes. Any failure to notify the other provision Party of this Agreement, any Tax Proceeding shall not relieve the other Party of any liability with respect to such Tax Proceedings except to the extent such Party was actually prejudiced as a result thereof. Seller or its designee shall have the right to elect control all such Tax Proceedings to control at its sole expense any Tax Proceeding on behalf of Seller that relates the extent they primarily relate to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Seller Taxes, including any settlement or compromise thereof; provided, that (a) Purchaser shall have the right to participate in any such Tax Return Proceeding at its own cost and along with counsel of Sellerits choice, (iib) Excluded Seller shall keep Purchaser reasonably informed and consult with Purchaser with respect to any developments relating to such Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodProceeding, provided that (c) Seller shall provide Purchaser copies of all correspondence, notices and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice other written material received from any Taxing Authority with respect to such Tax Authority of the commencement of any Proceeding, (d) Seller Tax Contestshall provide Purchaser with a copy of, and Purchaser an opportunity to review and comment on, all material submissions made to a Taxing Authority in connection with such Tax Proceeding and (e) Seller shall take all actions not agree to a settlement or compromise of such Tax Proceeding, to the extent such settlement or compromise would reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to adversely affect Purchaser or any Tax for any Post-Closing Tax Periodof its Affiliates, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (which consent shall not to be unreasonably withheld, conditioned or delayed). In Purchaser shall have the case right to represent the interests of the NewCo Entities or any Seller Tax Contest described of their Subsidiaries in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for with respect to which such Excluded Seller does not elect or does not have the right to control, and any Tax Assets are Proceeding that does not so reflected on a Tax Return for relate primarily to a Pre-Closing Tax Period or on a Tax Return of SellerSeller Taxes; provided, Purchaser or its designee that (i) Seller shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in such Tax Proceeding at its own cost along with counsel of its choice if such Tax Proceeding relates to a Pre-Closing Tax Period or Seller Taxes, (ii) Purchaser shall not agree to a settlement or compromise thereof, to the extent such settlement or compromise would reasonably be expected to increase the amount of Seller Taxes for which Seller would be responsible under this Agreement, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), (iii) Purchaser shall keep Seller reasonably informed and consult with Seller with respect to any Tax Contest developments relating to such Tax Proceeding, (iv) Purchaser shall provide Seller copies of all correspondence, notices and other written material received by Purchaser from any Taxing Authority with respect to such Tax Proceeding, and (v) Purchaser shall provide Seller with a copy of, and an opportunity to review and comment on, all material submissions made to a Taxing Authority in connection with such Tax Return of Seller that does not solely relate Proceeding, in each case clauses (iii), (iv) and (v) to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from such extent related to Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling EntityTaxes.

Tax Proceedings. Notwithstanding Seller and Buyer shall notify the other within ten (10) days of the receipt by such Party (or any other provision of this Agreementtheir Affiliates), as applicable, of notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes of or with respect to any Target Group Company for which Seller (or any of its Affiliates) may be liable whether directly on a pass-through basis (such as income Taxes), or otherwise (a “Tax Proceeding”). Subject to the provisions of any Tax Equity Documents, Seller or its designee shall have the right to elect be entitled to control at its sole expense and defend any Tax Proceeding on behalf of Seller that relates related solely to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Period; provided, however, Seller shall (i) permit Buyer to participate (at its own expense) in such Tax Return of SellerProceeding, (ii) Excluded keep Buyer reasonably informed of the developments and status of such Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle PeriodProceeding, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise any such Seller Tax Contest Proceeding without the prior written consent of Purchaser (Buyer’s consent, which shall not to be unreasonably withheld, conditioned or delayed). In If Seller does not elect to control the case resolution of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense Proceeding or in such Seller Tax Contest. In the case of any Tax Proceeding described related to a Straddle Period or related only in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for part to a Pre-Closing Period, Buyer shall control and defend any such Tax Period Proceeding; provided, however, Buyer shall (i) permit Seller to participate (at its own expense) in such Tax Proceeding, (ii) keep Seller reasonably informed of developments and the status of such Tax Proceeding and (iii) not settle or on a compromise such Tax Return Proceeding without the prior written consent of Seller, Purchaser which shall not be unreasonably withheld, conditioned or its designee shall control delayed. If at its sole expense the conclusion of any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return Straddle Period any Taxes of or with respect to any Target Group Company (or any Target Group Company operations or assets) are assessed, Seller that does not solely relate shall pay to Buyer the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from portion of such Seller Tax Contest Taxes attributable to the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under this Agreement shall be made directly to the applicable Asset Selling Entitypre-Closing portion of such Straddle Period, without duplication, calculated in a manner consistent with Section 6.8(f).

Tax Proceedings. Notwithstanding The right of Sellers’ Representative to participate in or control any other provision of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense contest with any Taxing Authority over any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return member of the Company Group for a any Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser ) shall promptly notify Seller in writing upon receiving notice from be governed by the provisions of Section 8.05, provided, however, that (notwithstanding any Tax Authority contrary provision of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorneySection 8.05) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser Sellers’ Representative shall not have the right to control any such Tax Contest if (i) the outcome of such Tax Contest may adversely affect the Tax liability of any member of the Company Group, Buyer or participate any Affiliate of any of them for any period ending after the Closing Date, (ii) the Sellers fail, within ten business days after Sellers’ Representative is notified of such Tax Contest, to verify to Buyer in writing that the Sellers have the obligation to indemnify Buyer hereunder with respect to any Losses or Taxes related to or arising out of such Tax Contest, (iii) Buyer reasonably determines that there is a material risk that Buyer will not be able to collect from the Sellers the amount of Tax (plus any applicable interest and penalties) that may, in the event of an adverse resolution of the Tax Contest, be determined to be due and owing, or (iv) in the reasonable judgment of Buyer, Sellers’ Representative has failed or ceased diligently to defend against the adjustment in Tax proposed in such Tax Contest. With respect to any Tax Contest relating that it controls, Sellers’ Representative (A) shall give prompt notice to Buyer of any Tax adjustment proposed in writing pursuant to such Tax Contest, including, without limitation, the right to participate in conferences with Taxing Authorities and submit pertinent material in support of Buyer’s position, (B) shall otherwise afford Buyer a reasonable opportunity to participate, at Buyer’s expense, in the conduct of such Tax Return of Seller that does Contest, and (C) shall not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, any payment from a Tax Authority resulting from settle such Seller Tax Contest attributable to the Transferred Assets or allocable to any Asset Selling Entity and to without Buyer’s written consent, which Seller or its Affiliates are entitled under this Agreement shall not be made directly to the applicable Asset Selling Entityunreasonably withheld.

Tax Proceedings. Notwithstanding If an audit, investigation or similar proceeding with respect to any other provision of Tax matter shall be commenced, or a claim shall be made, by any Governmental Authority, with respect to (i) any taxable period ending on or before the Closing Date or any taxable period beginning on or before and ending after the Closing Date or (ii) Taxes for which Seller may be liable pursuant to this Agreement, Seller then Buyer shall, or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do soPolycom Companies to, or promptly (iiibut no later than thirty (30) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly days) notify Seller in writing upon receiving of such audit, investigation or similar proceeding or claim (a “Tax Proceeding”), provided that the failure to provide such notice from shall not release the Buyer Indemnified Parties’ right to indemnification except to the extent that Seller are materially prejudiced by such failure. Seller shall have the primary right, at their sole expense, to contest any Tax Authority Proceeding relating to (i) a taxable period ending on or before the Closing Date or any taxable period beginning on or before and ending after the Closing Date or (ii) Taxes for which Seller may be liable pursuant to this Agreement; and Buyer shall have the primary right to contest all other such Tax Proceedings (the party controlling such Tax Proceeding hereinafter referred to as the “Controlling Party”). The Controlling Party shall have discretion and authority to pay, settle or compromise any such Tax Proceeding (including selection of counsel, the commencement pursuit or waiver of any Seller administrative proceeding or the right to pay the Tax Contestand xxx for a refund or contest the Tax Proceeding in any permissible manner); provided, and Purchaser shall take all actions reasonably necessary however, that (including providing a power of attorneyi) to enable Seller Buyer or its designee to exercise its control rights Seller, as set forth in this Section 7.3. In applicable (the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post“Non-Closing Tax PeriodControlling Party”) (or their advisors), Purchaser may fully participate at its sole the Non-Controlling Party’s expense in such Seller the Tax Contest Proceeding and Seller or its designee (ii) the Controlling Party shall not settle or compromise such Seller any Tax Contest Proceeding in a manner that would materially and adversely affect the Non-Controlling Party without the prior written consent of Purchaser (the Non-Controlling Party, which consent shall not to be unreasonably withheld, conditioned or delayed). In The Controlling Party shall keep the case Non-Controlling Party timely informed with respect to the commencement, status and nature of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax ContestProceeding. In Upon the case conclusion of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller accordance with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, Purchaser shall not have the right to control or participate in any Tax Contest relating to a Tax Return of Seller that does not solely relate to the Program Business or the Transferred Assets. Notwithstanding the foregoing, whether by way of settlement or otherwise, Buyer shall cause the Polycom Companies and an appropriate officer of each Polycom Company to execute any payment from a and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Authority resulting from such Seller Tax Contest attributable to Proceeding. To the Transferred Assets or allocable to any Asset Selling Entity and to which Seller or its Affiliates are entitled under extent this Agreement Section 7.2(d) conflicts with Section 10.4, this Section 7.2(d) shall be made directly to the applicable Asset Selling Entitycontrol.