Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. The Sellers shall exercise, at their expense, control over the handling, disposition, and settlement of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d).

Tax Proceedings. The Sellers shall exerciseIn the event Buyer, at any of the Buying Parties, any of the Acquired Entities or their expense, control over Affiliates receives notice (the handling, disposition, and settlement “Proceeding Notice”) of any governmental inquiry, examination, claim, adjustment or other proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing the liability of any of the Acquired Entities for Taxes due or payable by the Sellers or the Buyer or the Company and for any period for which Seller is or may be liable under paragraph (a) of Section 8.2 or may give rise to a liability for the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shallbreach of any representation in Section 4.13, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers Seller in writing within fifteen thereof (15the “Buyer Notice”) no later than the earlier of (a) ten (10) days after learning the receipt by of any Tax the Proceeding described in Notice, or (b) ten (10) days prior to the first sentence of this Section 7.1(d)deadline for responding to the Proceeding Notice; provided, however, that the failure to provide give such notice on a timely basis shall not limit the Sellers’ release a Party from its obligations hereunder, under this Article VIII except to the extent the other Party was prejudiced as a result thereof. As to any such Taxes for which Seller is liable under paragraph (a) of Section 8.2, Seller shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment or other proceeding, provided Seller notifies Buyer in writing that it desires to do so no later than the Sellers are prejudiced therebyearlier of (i) thirty (30) days after receipt of the Buyer Notice, or (ii) ten (10) days prior to the deadline for responding to the Proceeding Notice; provided that Seller may not enter any settlement that would affect any Tax period (of the Buyer or its Affiliates (including the Acquired Entities)) subsequent to the Closing Date without the prior written consent of Buyer, which consent will not be unreasonably withheld. The Buyer parties shall cooperate with the Sellerseach other and with their respective Affiliates, as the Sellers may reasonably requestand will consult with each other, in any such Tax Proceeding. The Sellers shall keep the Buyer negotiation and the Company reasonably notified with respect to the conduct settlement of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by proceeding described in this Section 7.1(d)8.3.

Tax Proceedings. The Sellers (i) Purchaser shall exercise, at their expense, control over the handling, disposition, provide prompt (and settlement in any event no later than five (5) days following such receipt) written notice of any governmental inquirypending or threatened tax audits, examinationexaminations, adjustments, deficiencies or proceeding assessments relating to the Eligible Transactions, the transfer of 2023 Tax Credits pursuant to this Agreement or the total amount of 2023 Tax Credits (a “Tax Proceeding”). The Parties agree that (A) that could result Seller shall have the right to control any Tax Proceeding at Seller’s own expense until a Final Determination, including but not limited to the selection of counsel, participation in a determination any meetings with the IRS, the preparation and submission of any written materials to the IRS, and all other decisions regarding the direction of the defense (including forum and settlement decisions) with respect to Pre-Closing Taxes due the Tax Proceeding; provided, that Purchaser shall be entitled to participate in such Tax Proceeding with counsel of its own choosing (at Purchaser’s sole expense), (B) without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any delayed) Seller shall not settle such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15C) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct for purposes of any such Tax Proceeding, Purchaser shall execute a Form 2848 or such other form, notice or authorization limited to the Tax Proceeding for Seller and may its counsel. Notwithstanding the foregoing, Purchaser shall not settle any dispute arising thereunder tax audit, examination, adjustment, deficiency or assessment that is not a Tax Proceeding without the written Seller’s consent of (such consent not to be unreasonably withheld, conditioned or delayed) if it is reasonably foreseeable that such settlement could trigger an indemnification obligation by the Buyer. Notwithstanding any provisions of this Agreement Seller to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)Purchaser.

Tax Proceedings. The Sellers (i) Buyer shall exercise, at their expense, control over the handling, disposition, and settlement notify Seller within 15 business days after Buyer becomes aware of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in Proceeding for a determination Pre-Closing Tax Period with respect to Pre-Closing the Transferred Company (provided that any failure by Buyer to do so shall not affect Seller’s indemnification obligations under Section 7.08(d)(i) except to the extent that Seller is materially prejudiced by such failure). With respect to any Tax Proceeding relating to (A) Taxes due that are subject to indemnification under Section 7.08(d)(i), (B) any Taxes that are Excluded Liabilities or payable by the Sellers or the Buyer or the Company (C) a Tax Return for an Affiliated Group, Seller may choose in its sole discretion (at its expense) to control all proceedings and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and xxx for a refund or contest the Tax at issue in such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis Seller shall not limit keep Buyer reasonably informed of the Sellers’ obligations hereunder, except progress and developments of any material Tax Proceeding described in this Section 7.08(e)(i) (other than one described in clause (C) above) that is relevant to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the SellersTransferred Company and, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any material Tax Proceeding that Buyer reasonably determines may have a material effect on Buyer in a Post-Closing Tax Period, Seller shall be governed by communicate and consult with Buyer regarding any potential settlement, which obligation shall not affect Seller’s discretion under this Section 7.1(d7.08(e)(i).

Tax Proceedings. The Sellers This Section 9.06 (and not any provision in Article XII) shall exercisecontrol any audits, at their expenseassessments, control over the handlingexaminations, disposition, and settlement claims or other controversies or proceedings relating to any Tax matter. If notice of any governmental inquirysuch audit, assessment, examination, claim or other controversy or proceeding with respect to Taxes or Tax Returns of any Acquired Company is received by the Purchaser or any of its Affiliates that would be subject to indemnification pursuant to Article XII (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by ), the Sellers or notified party shall inform the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any Seller Representative of such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d)as soon as possible; provided, however, that failure to provide give such notice on a timely basis as provided herein shall not limit relieve the Sellers’ Sellers of their obligations hereunder, under Article XII except to the extent that the Sellers are actually and materially prejudiced thereby. The Buyer Seller Representative shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to control the conduct of any such Tax Proceeding that relates to Flow-Through Returns with counsel of its own choosing and the Purchaser shall control all other Tax Proceedings with counsel of its own choosing; provided, that (i) the party or parties not in control of the Tax Proceeding shall have the right, at their sole cost and expense, to reasonably participate in (which shall include the right to attend any negotiations or settlement meetings with the relevant Taxing Authority) such Tax Proceeding, (ii) the controlling party shall keep the other party reasonably informed and consult seriously and in good faith with such other party and their tax advisors with respect to any issue relating to the Tax Proceeding, and may (iii) the controlling party not settle any dispute arising thereunder such Tax Proceeding without the written other party’s or parties’ consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary(which consent shall not be unreasonably withheld, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(dconditioned or delayed).

Tax Proceedings. The Sellers Notwithstanding any other provision of this Agreement, Swordfish or its designees shall exercise, at their expense, have the right to elect to control over the handling, disposition, and settlement any Tax Proceeding on behalf of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or member of the Company and its Subsidiaries for which it could reasonably be liable pursuant to Section 12.8(b) and Cobia or its designees shall have the Sellers are liable or against which the Sellers are required right to indemnify the Buyer or elect to control any Tax Proceeding on behalf of any member of the Company and its Subsidiaries for which it could reasonably be liable pursuant hereto. The Sellers shallto Section 12.8(a) (each, howevera “Contributor Tax Contest”); provided, promptly notify that (i) the Company Group shall have the right, directly or the Buyer ifthrough its designated representatives, to participate fully in connection with any such Tax Proceeding, including to review in advance and reasonably comment upon submissions of briefs or similar documents made in the course of such Tax Proceeding and to attend any Taxing Authority proposes in-person or telephonic meetings, (ii) such Contributor shall defend or prosecute such Tax Proceeding diligently and in writing good faith, and (iii) such Contributor shall keep the Company Group and the other Contributor advised of any significant developments and events relating to make any assessment or adjustment with respect to such Tax items Proceeding. Any member of the Company or Group shall promptly notify the Buyerapplicable Contributor in writing upon receiving notice from any Tax Authority of the commencement of any Contributor Tax Contest, which assessments or adjustments could affect and the Company or the Buyer following the Closing, and Group shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent take all actions reasonably necessary (including providing a power of attorney) to protect enable the interests of the Buyer and the Company. The Buyer shall notify the Sellers applicable Contributor or its designees to exercise its control rights as set forth in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d)9.4; provided, however, that no failure or delay by the Company Group to provide such notice on 107 of a timely basis Tax Proceeding shall not limit reduce or otherwise affect the Sellers’ obligations obligation of the Contributors hereunder, except to the extent that such Contributor is actually materially prejudiced by such failure or delay. In the Sellers are prejudiced thereby. The Buyer shall cooperate with case of any Contributor Tax Contest of or relating to the Sellers, as Swordfish Acetow Group or the Sellers may Cobia Business or the Cobia Acetow Group that reasonably request, in would be expected to give rise to any such material Tax Proceeding. The Sellers shall keep the Buyer and of the Company reasonably notified with respect to Group or any of the conduct of other Contributors for any such Tax ProceedingPost-Closing Period, and may the applicable Contributor or its designees shall not settle any dispute arising thereunder such Contributor Tax Contest without the prior written consent of the BuyerCompany Group or the other Contributor, as applicable, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding For the avoidance of doubt, to the extent any provisions provision of this Agreement to the contrarySection 9.4 conflicts with Section 12.4, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)9.4 shall govern.

Tax Proceedings. The Sellers In the event of a contest with a taxing authority --------------- over Taxes for which Sears is liable pursuant to Section 5.2 or the treatment of an indemnity payment under Section 5.5(b), the Company shall exercisedeliver written notice with reasonable promptness specifying the nature of and the basis for such contest, at their expense, control over together with the handling, disposition, and settlement of any governmental inquiry, examinationamount, or proceeding (a “Tax Proceeding”) that could result if not then reasonably determinable, the estimated amount, determined in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shallgood faith, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect amount in dispute to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d)Sears; provided, however, that the failure to provide such written notice on a timely basis shall not limit the Sellers’ release Sears from any of its obligations hereunderunder this Section 5, except to the extent (and only to the extent) Sears is materially prejudiced by such failure. Sears will be entitled to control, at its expense, the proceedings with respect to such Taxes, but only if Sears submits to the Company an executed acknowledgment that it is liable for all Taxes (including interest and penalties) resulting from such contest. Notwithstanding the Sellers are prejudiced thereby. The Buyer shall cooperate with preceding sentence, the SellersCompany will in any event be entitled to control the proceedings which relate to a consolidated, combined, unitary or other group Tax Return filed by the Company and its subsidiaries, as the Sellers case may reasonably requestbe. If the Company is not entitled to control the proceedings under the foregoing provisions, Sears will provide, or cause to be provided, to the Company copies of all correspondence received from the taxing authority in any connection with such Tax Proceedingproceedings. The Sellers party in control of the proceeding under this Section 5.4 shall keep not enter into any agreement or compromise or settlement of such contest that could affect a period that is the Buyer and responsibility of the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder non-controlling party without the written consent of the Buyernon-controlling party (which consent shall not be unreasonably withheld). Notwithstanding The party which is not entitled to control any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding such proceeding shall be governed afforded a reasonable opportunity to participate in the defense thereof at its own expense and shall reimburse the party entitled to control such proceedings for any additional expenses incurred by this Section 7.1(d)such controlling party as a result of the non-controlling party's participation in such proceeding.

Tax Proceedings. The Sellers shall exerciseAfter the Closing, at their expense, control over the handling, disposition, Target Companies and settlement Buyer will promptly notify Seller in writing upon receiving notice from any Taxing Authority of the commencement of any governmental inquiryclaim, audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax Return filed by any of the Target Companies with respect to a Pre-Closing Tax Period if Seller would reasonably be expected to have an indemnification obligation under this Agreement with respect thereto (a “Tax Proceeding”) that could result in a determination with respect ). Seller may elect to Pre-Closing Taxes due or payable by control and assume the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, defense of all proceedings in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers Seller shall keep Buyer reasonably informed of the Buyer and the Company reasonably notified with respect to the conduct status of any such Tax Proceeding, defend any such Tax Proceeding as if it were the only party in interest with respect to such Tax Proceeding, and may will not settle consent to the entry of any dispute arising thereunder judgment, or settle, compromise or discharge any such Tax Proceeding, without the prior written consent of the BuyerBuyer (which will not be unreasonably withheld, conditioned or delayed). Notwithstanding any provisions of this Agreement If Seller elects not to control such Tax Proceeding pursuant to the contrarypreceding sentence, notices Buyer shall keep Seller reasonably informed of the status of any such Tax Proceeding, defend any such Tax Proceeding as if it were the only party in interest with respect toto such Tax Proceeding, and conduct and disposition ofwill not consent to the entry of any judgment, or settle, compromise or discharge any such Tax Proceeding shall without the prior written consent of Seller (which will not be governed by this Section 7.1(dunreasonably withheld, conditioned or delayed).. (h)

Tax Proceedings. The Sellers shall exercise, at their expense, control over the handling, disposition, From and settlement of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following after the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen 30 days of receipt by Buyer or any of its Affiliates (15including the Companies) of notice of any pending or threatened federal, state, local, provincial, territorial or foreign income or franchise Tax audits or assessments that may affect the Tax Liabilities of the Companies for which the Selling Groups would be required to indemnify Buyer pursuant to Section 7.8(a). The Sellers shall not be required to indemnify Buyer for any Tax Liabilities to the extent that Buyer’s failure to notify the Sellers pursuant to this Section 7.8(f) shall have adversely affected the Sellers’ rights under this Agreement. The Sellers shall notify Buyer in writing within 30 days after learning of receipt by any Selling Group, any Seller, U.S. General Partner or any Affiliate of any Seller or U.S. General Partner of notice of any pending or threatened Tax audit, assessment or other proceeding regarding the Companies. Buyer shall not be required to indemnify any Selling Group, any Seller, U.S. General Partner or any Affiliate of any Seller or U.S. General Partner for any Tax Liabilities to the extent that any Seller’s failure to notify Buyer pursuant to this Section 7.8(f) shall have adversely affected Buyer’s rights under this Agreement. In the event of any Tax Proceeding described audit or administrative or court proceeding relating to a Pre-Closing Period or a Straddle Period or a taxable year or period that begins after the Closing Date that may be the subject of indemnification pursuant to Section 7.8(a), (i) to the extent the issues can be separated in all material respects (including as to settlements) into those for which the first sentence Sellers would be liable under Section 7.8(a) (and which do not, and could not reasonably be expected to, affect the Tax liability of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit Buyer or the Sellers’ obligations hereunder, Companies or any of their Affiliates except to the extent the Sellers are liable for such Tax liability under Section 7.8(a)) and all other issues, then the Sellers shall control the defense of those issues for which they would be liable, provided that the Sellers are prejudiced thereby. The shall keep Buyer reasonably informed with regard to such audit or proceeding, and Buyer shall cooperate with control the Sellersdefense of all other issues, as employing counsel of their choice, at their own expense and (ii) to the extent the issues cannot be so separated, Buyer shall be entitled to control the defense employing counsel of its choice, provided that (x) Buyer shall use its best efforts to separate the issues in all material respects into those for which the Sellers may reasonably request, would be liable under Section 7.8(a) and all other issues and (y) the Sellers (along with counsel and other advisors of their choice) shall be entitled to participate at their sole cost and expense in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified defense with respect to the conduct issues for which the Sellers would be liable under Section 7.8(a). From and after the Closing, neither Buyer nor any of any such Tax Proceeding, and may not its Affiliates (including the Companies) shall agree to settle any dispute arising thereunder Tax claim that may be the subject of indemnification by the Sellers under Section 7.8(a) without the prior written consent of the BuyerSellers, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding From and after the Closing, neither Buyer nor any provisions of this Agreement its Affiliates (including the Companies) shall amend any of the Tax Returns filed on behalf of any of the Companies prior to the contraryClosing Date if such amendment would have the effect of requiring the Sellers to indemnify Buyer pursuant to Section 7.8(a) without the prior written consent of the Sellers, notices with respect towhich consent shall not be unreasonably withheld, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)conditioned or delayed.

Tax Proceedings. The Sellers Seller Representative or Buyer, as applicable, shall exercise, at their expense, control over promptly notify the handling, disposition, and settlement other Party in writing of becoming aware of the commencement after the Closing Date of any governmental inquiry, examinationTax Proceeding, or proceeding of any demand or claim on Buyer or any of its Affiliates, including the Company, which could give rise to a claim for indemnification under this Agreement relating to or arising from Taxes for a Pre-Closing Tax Period or a Straddle Period (a “Tax ProceedingIndemnification Event”). Such notice shall contain factual information (to the extent known to the recipient party) that could result in a determination with respect to the Tax Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect thereof. If there is a Tax Indemnification Event relating to Income Taxes solely with respect to a Pre-Closing Tax Period, then the Seller Representative shall have the right to assume the defense of such Tax Proceeding; provided, the Seller Representative shall (A) acknowledge in writing that such Taxes due or payable by are within the Sellers or scope of the indemnification obligations set forth in this Agreement, (B) appoint a recognized and reputable counsel reasonably acceptable to Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such defense, and (C) notify Buyer of its intent to assume the defense of such Tax Proceeding within ten (10) days of receipt of the notice of the Tax Indemnification Event relating to such Tax Proceeding; provided, any Taxing Authority proposes further, that if the Seller Representative elects to assume the defense of a Tax Proceeding pursuant to this Section 5.2(f), Buyer shall be entitled to participate in writing to make any assessment such Tax Proceeding (at its own expense) and the Seller Representative shall not settle, abandon or adjustment with respect to otherwise resolve such Tax items Proceeding without the written consent of the Company or the Buyer, which assessments consent shall not be unreasonably withheld, conditioned or adjustments could affect the Company or the Buyer following the Closingdelayed. Additionally, and shall consult with for any notice of final partnership adjustment received by the Company with respect to which an “imputed underpayment” (within the meaning of Section 6225(b) of the Code) may be determined for a Pre-Closing Tax Period, the Seller Representative shall consent to the Company’s timely making of the election pursuant to Section 6226 of the Code and timely file or otherwise provide all required reports and statements, and otherwise take any other action, required by Section 6226 of the Code and the Treasury Regulations promulgated thereunder to push out the Tax adjustments or “imputed underpayment” to Sellers. All other Tax Proceedings against the Company shall be controlled by Buyer, provided that if any such proposed assessment or adjustment and allow Tax claim could result in a Tax Indemnification Event under which the Sellers may be subject to indemnification obligations owed to Buyer pursuant to this Agreement, then the Seller Representative shall be entitled to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer such claims and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); providednot settle, howeverabandon, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in or otherwise resolve any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder claims without the written consent of the BuyerSeller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any For the avoidance of doubt, the provisions of this Agreement to the contrarySection 5.2(f), notices rather than those of Section 6.5, shall apply with respect to, and conduct and disposition of, to any Tax Proceeding shall be governed by this Section 7.1(d)Proceeding.

Tax Proceedings. The Sellers Sellers’ Representative shall exercise, at their expense, control over the handling, disposition, and settlement of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers Sellers’ Representative shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers Sellers’ Representative in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ ’s obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers’ Representative, as the Sellers Sellers’ Representative may reasonably request, in any such Tax Proceeding. The Sellers Sellers’ Representative shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d).

Tax Proceedings. The Sellers shall exercise, at their expense, control over In the handling, disposition, and settlement case of any governmental inquiryaudit, examination, examination or other proceeding with respect to Taxes (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are or may be liable or against which the pursuant to this Agreement, Sellers are required may, upon written notice to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any Purchaser (such Tax Proceeding, any Taxing Authority proposes in writing written notice to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing be provided within fifteen thirty (1530) days after learning notice of any the Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure has been given to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as or any of them), assume and control the Sellers may reasonably request, in any defense of such Tax ProceedingProceeding at their own cost and expense. The If Sellers shall keep elect to assume the Buyer and the Company reasonably notified with respect to the conduct defense of any such Tax Proceeding, and may notwithstanding anything to the contrary contained herein, Sellers shall not settle enter into any dispute arising thereunder settlement with respect to any such Tax Proceeding (if such settlement would affect the Company or Purchaser) without the Purchaser’s prior written consent and, at its own cost and expense, Purchaser shall have the right to also participate in the defense of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect tosuch Tax Proceeding, and conduct Sellers will fully cooperate with Purchaser’s participation. Sellers shall keep Purchaser informed of all material developments and disposition ofevents relating to such Tax Proceeding (including promptly forwarding copies to Purchaser of any related correspondence sent to any Governmental Authority). In connection with the contest of any Tax Proceeding that relates to (i) any taxable period beginning on or after the Closing Date; (ii) any Tax Proceeding that Sellers have the ability to control but do not timely elect to control pursuant to this Section 6.9; and (iii) any Tax claim that would reasonably be expected to have a material adverse effect on the Company or Purchaser for any taxable periods ending after the Closing Date, any such Tax Proceeding shall be governed controlled by this Section 7.1(d)Purchaser, and Sellers agree to cooperate fully with Purchaser in pursuing such contest but at Purchaser’s sole expense, except as expressly provided herein to the contrary.

Tax Proceedings. The Sellers WM Parent shall exercisecontrol all matters and disputes relating to a Consolidated Return of a Parent Group, at their expense, including the matter described in Schedule 2.8(c)(1)(a). The WM Parent shall also have the right to control over the handling, disposition, any other Tax matter and settlement of any governmental inquiry, examination, or proceeding dispute (a “Tax ProceedingClaim”) that could result in a determination with respect relating to Pre-Closing Taxes due or payable by the Sellers Assets or the Buyer Companies if and to the extent such Tax Claim is for any taxable period (or portion thereof) ending on or before to the Company and Closing Date for which the Sellers are liable or against which the Sellers are required WM Parent is obligated to indemnify the Buyer or Indemnified Parties pursuant to this Agreement; provided, that the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or WM Parent shall keep the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment promptly informed regarding material developments with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or thereto (including by providing the Buyer following the Closing, and shall consult with the Company copies of written correspondence with respect to any such proposed assessment or adjustment and allow thereto), the Buyer shall be entitled to participate in the Tax Proceedingsconduct thereof, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis WM Parent shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any settle or compromise such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder matter or portion thereof without the prior written consent of the Buyer. Notwithstanding any provisions , such consent not to be unreasonably withheld, conditioned or delayed; provided, further that if the WM Parent does not assume control of this Agreement such Tax Claim within a reasonable period following the receipt by the WM Parent of notice of such Tax Claim, the Buyer shall have the right to assume control of such Tax Claim, provided that the contraryBuyer shall not settle such Tax Claim without the prior written consent of the WM Parent, notices with respect towhich consent shall not be unreasonably withheld, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)conditioned or delayed.

Tax Proceedings. The Sellers (i) If, subsequent to the Closing Date, ECI shall exercise, at their expense, control over the handling, disposition, and settlement receive notice of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination Proceeding with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and or a subsidiary for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shallStockholders could have an indemnification obligation under Section 7.03, however, ECI shall promptly notify the Company or the Buyer if, Stockholder Representative in connection with any writing of such Tax Proceeding, any Taxing Authority proposes in writing provided that the failure of ECI to make any assessment or adjustment with respect give such notice shall not relieve the Company Stockholders of their indemnification obligations under Section 7.03, except to Tax items the extent that such failure materially prejudices the rights of the Company or the Buyer, which assessments or adjustments could affect Stockholders. A majority in interest of the Company or Stockholders (based on the Buyer following amount of proceeds delivered pursuant to this Agreement as Net Aggregate Merger Consideration) shall have the Closingright, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers by notifying ECI in writing within fifteen (15) business days after learning of any the receipt from ECI of the notice specified in the prior sentence (or within such shorter period of time as may be required by such notice), to cause the Stockholder Representative to assume control of the conduct and resolution of the issues in such Tax Proceeding described for which they could have an indemnification obligation under Section 7.03, provided that the Company Stockholders shall have acknowledged in writing to ECI that they have such indemnification obligation. ECI and its representatives shall be entitled to attend the first sentence portion of this Section 7.1(d); providedsuch Tax Proceeding controlled by the Stockholder Representative, however, that failure to provide such notice the Stockholder Representative shall keep ECI informed on a timely basis shall not limit the Sellers’ obligations hereunderof all developments, except including without limitation, furnishing ECI with a copy of all written submissions to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the SellersTax Authority or court, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding Authority or court shall be governed notified to send ECI copies of all notices and correspondence sent by this Section 7.1(d)the Tax Authority or court.

Tax Proceedings. The Sellers Buyer shall exercise, at their expense, control over the handling, disposition, and settlement notify Seller Representative within five (5) Business Days of either its receipt (a) of any governmental inquirywritten notice of any audit, examinationsuit, action or other proceeding in respect of Taxes (each, a “Tax Proceeding”) that could result or (b) of a written notice threatening any Tax Proceeding, in a determination with respect either case relating in whole or in part to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are may be liable or against for which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify Indemnitees may be entitled to indemnification from the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d)hereunder; provided, however, that failure to provide such notice on a timely basis so notify Seller Representative shall not limit relieve the Sellers’ Sellers of their respective obligations hereunder, except hereunder unless and to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate control any Tax Proceeding with respect to the SellersCompany except that Buyer shall not agree to settle or compromise any Tax Proceeding involving the Company, as which settlement or compromise may affect the liability for Taxes for which the Sellers may reasonably requestbe liable or that may be indemnifiable by the Sellers under this Agreement, without the prior written consent of Seller Representative (which consent may not be unreasonably withheld, conditioned or delayed) and shall keep Seller Representative fully informed on a regular basis regarding the status of any Tax Proceeding for which the Sellers may be liable or that may affect the liability for Taxes that may be indemnifiable by the Sellers under this Agreement. Seller Representative shall have the right to participate in any such Tax ProceedingProceeding at the Sellers’ expense. The Sellers provisions of this Section 7.03, rather than those of Section 9.05, shall keep the Buyer and the Company reasonably notified apply with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)Proceedings.

Tax Proceedings. The Sellers After Closing, Buyer shall exercisehave the right to control (and, at their expenseif applicable, initiate) all audits, assessments, voluntary disclosure agreements (or similar processes) and other Actions relating to Taxes or Tax Returns of the Company (each a "Company Tax Proceeding"). If Buyer initiates or otherwise elects to control over a Company Tax Proceeding for a taxable period ending on or before the handlingClosing Date, dispositionBuyer shall (A) control such Company Tax Proceeding in good faith, and settlement (B) keep Sellers' Representative reasonably informed regarding the status of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the such Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and (C) allow the Buyer Sellers' Representative to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any such Company Tax Proceeding described in at Sellers' sole expense, and (D) not settle such Tax Proceeding without the first sentence prior written consent of this Section 7.1(dSellers' Representative (which consent shall not be unreasonably withheld, conditioned or delayed). If Buyer does not initiate or otherwise elect to control a Company Tax Proceeding for a taxable period ending on or before the Closing Date, Sellers' Representative shall control such Company Tax Proceeding; provided, however, that failure to provide Sellers' Representative shall (A) control such notice on a timely basis shall not limit Company Tax Proceeding in good faith, (B) keep Buyer reasonably informed regarding the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct status of any such Company Tax Proceeding, (C) allow Buyer to participate in such Company Tax Proceeding at Buyer's sole expense, and may (D) not settle any dispute arising thereunder such Tax Proceeding without the prior written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contraryBuyer (which consent shall not be unreasonably withheld, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(dconditioned or delayed).

Tax Proceedings. The Sellers shall exercise, at their expense, control over the handling, disposition, and settlement of any governmental inquiryIf an audit, examination, litigation or proceeding claim is commenced by any Tax authority which may result in an indemnity payment pursuant to Section 5.4(a), Buyer shall promptly notify Parent of such audit or claim (a “Tax Proceeding”) that could result ), stating the nature and basis of any such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Parent from any liability which it may have on account of this indemnification or otherwise, unless the Parent is materially prejudiced thereby. Parent will have the right, at its option, upon timely notice to Buyer, to assume control or any defense of any Tax Proceeding with their own counsel. Parent’s right to control a Tax Proceeding will be limited to amounts in a determination with respect dispute which would be paid by Seller or Parent or for which Seller or Parent would be liable pursuant to Pre-Closing Taxes due or payable by the Sellers or the Buyer or Section 5.4(a). Buyer, the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, Subsidiaries shall cooperate with Parent in connection with any Tax Proceeding, which cooperation shall include the retention and, upon Parent’s request, the provision of records and information which are reasonably relevant to such Tax Proceeding, making employees available on a mutually convenient basis to provide additional information or explanation of any Taxing Authority proposes in writing material provided hereunder and providing Parent with any powers of attorney that would be necessary for Parent to make assume the control or defense of any assessment Tax Proceedings. Notwithstanding the foregoing, Parent shall neither consent nor agree (nor cause the Company to consent or adjustment agree) to the settlement of any Tax Proceeding with respect to Tax items any liability for Taxes that may adversely affect the liability of the Company or any Company Subsidiaries for any tax not otherwise indemnifiable under Section 5.4(a) without the Buyerprior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), which assessments or adjustments could and neither Parent, nor any of its Affiliates, shall file an amended Tax Return that may adversely affect the liability for Taxes of the Company or the Buyer following the Closing, and shall consult with the any Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15Subsidiaries that is not otherwise indemnifiable under Section 5.4(a) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the prior written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding Buyer (which consent shall not be governed by this Section 7.1(dunreasonably withheld or delayed).

Tax Proceedings. The Sellers shall exercise, at their expense, control over Purchaser agrees to give written notice to Seller of the handling, disposition, and settlement receipt of Purchaser or the Company which involves the commencement of any governmental inquiryaudit, examination, litigation or proceeding other Proceeding with respect to Tax Returns or Taxes of the Company (a “Tax Proceeding”) that could result in respect of which an indemnity may be sought by Purchaser pursuant to Section 7.02(a)(iii). If a determination with respect Tax Proceeding relates solely to a Pre-Closing Taxes due or payable by Tax Period, Seller shall have the Sellers or right (but not the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required obligation) to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any elect to control such Tax Proceeding; provided however that Seller shall obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any Taxing Authority proposes in writing settlement or ceasing to make any assessment or adjustment with respect to defend a Tax items of the Company or the BuyerProceeding; and, which assessments or adjustments could affect the Company or the Buyer following the Closingprovided further, and that Purchaser shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer be entitled to participate in the defense of such Tax ProceedingsProceeding and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Purchaser. If any Tax Proceeding is not controlled by Seller under this Section 6.07(g), whether by reason of Seller declining to control such claim pursuant to the terms of this Section 6.07(g) or otherwise, Purchaser shall use commercially reasonable efforts to fully and actively defend such Tax Proceeding. In the event Purchase controls a Tax Proceeding pursuant to this Section 6.07(g), Seller shall be entitled to participate in the defense of such Tax Proceeding at Seller's sole cost and expense, and Purchaser shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or ceasing to defend a Tax Proceeding controlled by Purchaser. With respect to a claim for indemnification pursuant to Article VII for a breach related to any Tax, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of inconsistencies, this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis 6.07(g) shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)control.

Tax Proceedings. The Sellers shall exerciseExcept as set forth on Exhibit 5.3(j) attached hereto, at their expense, control over the handling, disposition, and settlement of any governmental inquiry, examination, there are no certiorari or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified other proceedings pending with respect to the conduct Property. For purposes of clarity and avoidance of doubt, the parties agree that (A) litigation that arises in the ordinary course of business of operating a shopping center arising from injuries to persons, damage of property or lease enforcement proceedings are deemed neither to constitute a source of anticipated interference with the consummation of the transaction contemplated by this Agreement nor to affect the Sale Property, and therefore need not be disclosed by Seller on Exhibit 5.3(g), (B) the foregoing shall not prevent, limit or restrict Seller from initiating any litigation or other legal action or proceedings for the enforcement or protection of Seller’s right and interests, generally, or with respect to Seller’s Overall Property nor shall the initiation of such proceedings constitute a misrepresentation or breach of warranty hereunder, and (C) Seller shall have the right to institute tax proceedings from time-to-time, and need not disclose to Seller the existence of any tax proceedings initiated by Seller to the extent such Tax Proceedingproceedings are not anticipated to constitute a source of interference with the consummation of the transaction nor to materially affect the Sale Property, and may need not settle any dispute arising thereunder without the written consent of the Buyerbe disclosed to Purchaser on Exhibit 5.3(j) or otherwise. Notwithstanding the foregoing, with respect to the representation and warranties set forth in Sections 5.3(c), (g), (h), (i), or (j) (the “Material Representations”), if any Material Representation is not true and correct in all material respects by reason of changed facts or circumstances arising after the Effective Date, then Seller shall not be deemed to have breached this Agreement. In all instances, and subject to the provisions of Section 5.5, Seller shall not be deemed to have breach this Agreement unless changed facts or circumstances (not otherwise approved or caused by the acts of Purchaser) have, or would reasonably be expected to the contraryhave, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)a Material Adverse Effect on Purchaser’s Intended Development.

Tax Proceedings. The Sellers (a) Subject to Section 10.1(e), following the Merger and prior to the Closing Date (or Deferred Transfer Date, as applicable), Parent shall exercise, at their expense, control over the handling, disposition, and settlement promptly notify Buyer in writing upon receipt by Parent or any of its Affiliates (including a Deferred Entity) of any governmental inquiry, examination, written communication from a taxing authority concerning any pending or proceeding (a “threatened Tax Proceeding”) that could result in a determination Proceeding with respect to Pre-Closing Taxes due of a Transferred Company (or payable by a Deferred Entity, as applicable) and Buyer shall have the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required right to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with control any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except prior to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the SellersClosing Date (or Deferred Transfer Date, as applicable), (i) Parent shall have the Sellers may reasonably request, right to participate (at its sole cost and expense) in any such Tax Proceeding. The Sellers , Buyer shall keep Parent reasonably informed of the status of any such Tax Proceeding and Buyer shall not settle any such Tax Proceeding without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed and (ii) Parent and Buyer shall jointly control any such Tax Proceeding, the Company conduct, settlement or subject of which would be reasonably notified likely to affect Shared Transfer Taxes or Excluded Transfer Taxes. In connection with respect to the conduct Buyer’s control of any such Tax Proceeding, Parent shall reasonably cooperate with Buyer in preparing for and may not settle defending any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect tosuch Tax Proceeding, and conduct and disposition ofin connection therewith, shall provide or cause the applicable Transferred Company (or Deferred Entity, as applicable) to provide Buyer with any Tax Proceeding shall be governed by this Section 7.1(d)necessary powers of attorney in a timely manner upon the request of Buyer.

Tax Proceedings. The Sellers (a) Each party hereto shall exercise, at their expense, control over provide the handling, disposition, and settlement other with prompt notice of any governmental inquiry, examination, Tax adjustment proposed by a Taxing Authority or proceeding other claim that could give rise to a claim for indemnification under this Article VIII (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that the failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, affect any right to indemnification under this Article VIII except to the extent that the Sellers are party not receiving notice is prejudiced thereby. The Buyer If the resolution of any Tax Proceeding would be grounds for indemnification under this Article VIII by the party not in control of the conduct of such Tax Proceeding pursuant to this Section 8.6 (the “Non-Controlling Party”), (A) the party in control of such Tax Proceeding (the “Controlling Party”) shall cooperate keep the Non-Controlling Party fully informed of any proceedings, events and developments relating to or in connection with such Tax Proceeding; (B) the SellersNon-Controlling Party shall be entitled to receive copies of all correspondence and documents relating to such Tax Proceeding; and (C) at its own cost and expense, as the Sellers may reasonably request, Non-Controlling Party shall have the right to participate in any (but not control) the conduct of such Tax Proceeding. The Sellers Notwithstanding any such control (i) Buyer shall keep the Buyer not, and shall not permit the Company reasonably notified to, enter into any settlement or admit any fault or liability with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding that could give rise to a claim for indemnification hereunder without the Seller’s express written prior consent, which consent shall not be governed by this Section 7.1(d)unreasonably withheld, conditioned or delayed, and (ii) Seller shall not enter into any settlement or admit any fault or liability that is or purports to be binding on the Company for any Tax period that could have any adverse effect on the liability of the Buyer or the Company for Taxes for any period (or portion thereof) beginning after the Closing Date, without Buyer’s express written prior consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Proceedings. The Sellers Buyer shall exercise, at their expense, control over inform Seller of the handling, disposition, and settlement commencement of any governmental inquiryaudit, examination, examination or proceeding (a “"Tax Proceeding”Contest") that could result relating in a determination with respect whole or in part to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required Buyer may be entitled to indemnify the Buyer or the Company pursuant heretoindemnity from Seller under this Agreement. The Sellers shallSeller shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (i) Seller shall promptly notify Buyer in writing of its intention to control such Tax Contest, (ii) in the case of a Tax Contest relating to Taxes of the Company or for a taxable period beginning before and ending after the Closing Date, Seller and Buyer if, shall jointly control all proceedings taken in connection with any such Tax ProceedingContest, and (iii) if any Taxing Authority proposes Tax Contest could reasonably be expected to have an adverse effect on Buyer, the Company, or any of their affiliates in writing any taxable period beginning after the Closing Date, the Tax Contest 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 make any assessment or adjustment with respect to Tax items Seller of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning commencement of any Tax Proceeding described Contest and Seller does not, within ten (10) Business Days after Buyer's notice is given, give notice to Buyer of its election to assume the defense thereof, Seller shall be bound by any determination made in the first sentence such Tax Contest or any compromise or settlement thereof effected by Buyer. The failure of this Section 7.1(d); provided, however, that failure Buyer to provide such give reasonably prompt notice on a timely basis of any Tax Contest shall not limit the Sellers’ release, waive or otherwise affect Seller's obligations hereunder, with respect thereto except to the extent that the Sellers are prejudiced therebySeller can demonstrate actual loss and prejudice as a result of such failure. The Buyer shall cooperate with the SellersBuyer, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company and their affiliates shall use their reasonable efforts to provide the Seller with such assistance as may be reasonably notified requested by Seller in connection with respect to a Tax Contest controlled solely or jointly by the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)Seller.

Tax Proceedings. The Sellers shall exercise, at their expense, control over the handling, disposition, and settlement of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d).consent

Tax Proceedings. The Sellers Parent shall exercise, at their expense, control over the handling, disposition, and settlement of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes Shareholder Representative in writing to make any assessment or adjustment with respect to Tax items of upon receipt by Parent, the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning its Subsidiaries of any written notice of a Tax Proceeding described in that could give rise to a claim for indemnification under Article VII. Parent shall have the first sentence of this Section 7.1(d); provided, however, that failure right to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to control the conduct of any such Tax Proceeding. Parent shall, however, keep the Shareholder Representative informed of all developments on a timely basis, shall provide to the Shareholder Representative copies of any and may all correspondence received from the Tax Authority related to such Tax Proceeding and shall provide the Shareholder Representative with the opportunity to attend conferences, hearings and other meetings with or involving the Tax Authority and to review and provide comments with respect to written responses provided to the Tax Authority with respect to such Tax Proceeding. Parent shall not settle any such Tax Proceeding without consulting the Shareholder Representative. To the extent that control or settlement rights with respect to a Tax Proceeding pursuant to this Section 5.22(b) may overlap with a control or settlement right under Article VII, the provisions of this Section 5.22(b) shall govern such Tax Proceeding control or settlement right. Notwithstanding the foregoing, Parent and the Shareholder Representative agree that, if the Shareholder Representative and the Parent are unable to resolve a dispute arising thereunder without with respect to the written settlement of any Tax Proceeding, and such Tax Proceeding is settled in accordance with the Parent’s good faith determination, (x) the position taken by Parent in such Tax Proceeding shall not, on its own, determine, be deemed to determine, or be deemed to represent the consent of the Buyer. Notwithstanding any provisions Shareholder Representative as to whether a claim for indemnification exists under Section 7.2(a), nor, if such a claim for indemnification is found to exist, the amount of this Agreement to Losses incurred or sustained by the contrary, notices with respect toIndemnified Parties under such a claim, and conduct and disposition of(y) for purposes of a claim for indemnification under Section 7.2(a), any Tax Proceeding such dispute shall be governed by this Section 7.1(d)resolved in accordance with the procedures of Article VII, provided, however, that in resolving any such dispute, the arbitrator shall adopt the tax position that is “more likely than not to be sustained.”

Tax Proceedings. The Sellers From and after the Closing, Buyer shall exercisenotify Seller in writing within thirty (30) days of receipt by Buyer or any of its Affiliates (including, at their expensefrom and after the Closing, control over the handling, disposition, and settlement Company) of notice of any governmental inquirypending or threatened federal, examinationstate, local, provincial, territorial or foreign Tax audits or assessments that may affect the Tax Liabilities of the Company for which Seller would be required to indemnify Buyer pursuant to Section 6.7(a). Seller shall not be required to indemnify Buyer for any Tax Liabilities to the extent that Buyer’s failure to notify Seller pursuant to this Section 6.7(f) shall have materially and adversely affected Seller’s rights or obligations under this Agreement. Seller shall notify Buyer in writing within thirty (30) days of receipt by Seller or any of its Affiliates of notice of any pending or threatened Tax audit, assessment or other proceeding (regarding the Company. In the event of any Tax audit or administrative or court proceeding relating to a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due Period or payable by a Straddle Period or a taxable year or period that begins after the Sellers or Closing Date that may be the subject of indemnification pursuant to Section 6.7(a), (i) to the extent the issues can be separated in all material respects (including as to settlements) into those for which Seller would be liable under Section 6.7(a) (and which do not, and could not reasonably be expected to, affect the Tax liability of Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, their Affiliates except to the extent reasonably necessary to protect Seller is liable for such Tax liability under Section 6.7(a)) and all other issues, then Seller shall control the interests defense of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); those issues for which it would be liable, provided, however, that failure Seller shall keep Buyer reasonably informed with regard to provide such notice on a timely basis audit or proceeding, and Buyer shall not limit control the Sellers’ obligations hereunderdefense of all other issues, except employing counsel of their choice, at its own expense and (ii) to the extent that the Sellers are prejudiced thereby. The issues cannot be so separated, Buyer shall cooperate be entitled to control the defense employing counsel of its choice, provided that (A) Buyer shall use its best efforts to separate the issues in all material respects into those for which Seller would be liable under Section 6.7(a) and all other issues and (B) Seller (along with counsel and other advisors of its choice) shall be entitled to participate at its sole cost and expense in the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified defense with respect to the conduct issues for which Seller would be liable under Section 6.7(a). From and after the Closing, neither Buyer nor any of any such Tax Proceedingits Affiliates (including, from and may not after the Closing, the Company) shall agree to settle any dispute arising thereunder Tax claim that may be the subject of indemnification by Seller under Section 6.7(a) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. For the Buyer. Notwithstanding any provisions avoidance of this Agreement to the contrarydoubt, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d6.7(f) shall not apply to any Parent Combined Income Tax Returns; provided that Seller shall notify Buyer in writing within thirty (30) days of receipt by Seller or any of its Affiliates of notice of any pending or threatened Tax audit, assessment or other proceeding regarding such Parent Combined Income Tax Returns if such Tax audit, assessment or other proceeding is reasonably expected to result in a Tax that may be allocated to Buyer pursuant to this Section 6.7(c).

Tax Proceedings. The Sellers Parent and the Representative shall exercisecooperate fully as and to the extent reasonably requested by the other party, at their expensein connection with the filing of Tax Returns and any audit, control over investigation, litigation or other proceeding with respect to Taxes imposed on or with respect to the handlingassets, disposition, and settlement operations or activities of any governmental inquiry, examination, the Company or proceeding with respect to Taxes resulting from the Acquisition (each a “Tax Proceeding”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Representative and Parent further agree, upon request, to use Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could result in a determination be imposed on the Shareholders, the Buyer Parties or the Company (including, but not limited to, with respect to Pre-Closing Taxes due or payable by the Sellers or transactions contemplated hereby). Notwithstanding anything herein to the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shallcontrary, however, promptly notify the Company or the Buyer if, in connection with Parent shall control any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure (i) the Representative, at its sole cost and expense, shall have the right to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except participate in any Tax Proceeding to the extent that it relates to any Pre-Closing Period or the Sellers are prejudiced thereby. The Buyer portion of any Straddle Period ending on (and including) the day immediately prior to the Closing Date, and (ii) Parent shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and not (nor allow the Company reasonably notified with respect to) settle or otherwise resolve any Tax Proceeding if such settlement or other resolution relates to any Pre-Closing Period or the portion of any Straddle Period ending on (and including) the day immediately prior to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder Closing Date without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contraryRepresentative, notices with respect to, and conduct and disposition of, any Tax Proceeding shall which will not be governed by this Section 7.1(d)unreasonably withheld or delayed.

Tax Proceedings. Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company which may give rise to Liability of another Party hereto, shall promptly notify such other Party within ten (10) business days of the receipt of such notice. The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a Liability of such other Parties (including indemnity obligations hereunder). The Sellers’ Representative shall have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, but reasonably satisfactory to Buyer, at the Sellers’ expense, but only to the extent such audit or other proceeding pertains to Tax periods ending on or before the Closing Date. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential Liability of the Sellers. Both the Buyer and the Sellers (through the Sellers’ Representative) shall exercisebe entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, control over in any audit or administrative or judicial proceedings involving a Tax period that includes but does not end on the handlingClosing Date. Notwithstanding the foregoing provisions of this Section 6.6, dispositionthe Sellers’ Representative shall not, and settlement of any governmental inquiry, examination, or proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or without the Buyer’s consent, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company agree to any settlement with respect to any Tax if such proposed assessment or adjustment and allow the Buyer to participate in the settlement could adversely affect any Tax Proceedings, to the extent reasonably necessary to protect the interests Liability of the Buyer and Buyer, any Affiliate of the Buyer, or (with respect to any taxable period (or portion thereof) beginning after the Closing Date) the Company. The Buyer shall notify the Sellers Except as provided in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit 6.6 the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to Article IX including the contraryprovisions therein addressing settlement authority, notices with respect to, and conduct and disposition of, any shall govern the manner in which Tax Proceeding shall be governed by this Section 7.1(d)audit or administrative or judicial proceedings are resolved.

Tax Proceedings. The Sellers shall exerciseAfter the Closing Date, at their expense, control over in the handling, disposition, and settlement case of any governmental inquiryaudit, examination, or other proceeding (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and ("TAX PROCEEDING") for which the Sellers Security Holders are or may be partially or fully liable or against which to the Sellers are required Indemnified Parent Parties pursuant to indemnify the Buyer or this Agreement, the Company pursuant hereto. The Sellers shall, however, promptly notify shall inform the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing Sellers' Representative within fifteen (15) ten business days after learning the receipt of any Tax Proceeding described in the first sentence notice of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers Company shall keep be responsible for the Buyer management of the Tax Proceeding, provided that the Sellers' Representative shall have the right (1) to approve the Company's choice of counsel, which approval shall not be unreasonably withheld, (2) to participate fully in the Tax Proceeding, either personally or through a representative (including separate counsel of its own choosing at its sole cost and expense) to the extent it is affected by such proceeding, (3) to receive copies of all correspondence regarding the Tax Proceeding, and reasonable advance notice from the Company of any meetings, hearings or proceedings, (4) to review in advance and comment on any pleadings, briefs, or other documents to be filed, and (5) to approve any judgment or settlement, closing or other agreement with respect to any Tax Proceeding, which approval shall not be unreasonably withheld or delayed. In the event that at any time during the Tax Proceeding there is a proposed closing agreement, settlement or other disposition of the Tax Proceeding which the Sellers' Representative wants to accept and the Company reasonably notified does not want to accept, then the Sellers' Representative may elect, on behalf of the Security Holders, to pay the amount specified under the relevant proposal to the Company. Upon such payment, the Company shall have sole control of the Tax Proceeding and the Security Holders shall have no further liability to the Parent Indemnified Parties under Section 8.2 with respect to the conduct of any matters covered by such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d).

Tax Proceedings. The Sellers Buyer shall exercisepromptly notify Seller in writing upon receipt by Buyer or any of its Affiliates (including, at their expensefollowing the Closing, control over the handling, disposition, and settlement Company) of any governmental inquirywritten communication from a Governmental Entity concerning any pending or threatened audit, examinationclaim, demand, proposed adjustment or deficiency, assessment or administrative or judicial proceeding (a “Tax ProceedingClaim”) that could result in a determination with respect to Pre-Closing Taxes due or payable by involving the Sellers Company, the Business, or the Buyer Transferred Assets and Liabilities that relates to Taxable periods (or portions thereof) ending on or before the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax ProceedingsClosing Date and, to the extent reasonably necessary known, shall describe in reasonable detail the facts and circumstances with respect to protect the interests subject matter of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any such Tax Proceeding described in the first sentence of this Section 7.1(d)Claim; provided, however, that the failure of Buyer to provide such notice on a timely basis shall not limit the Sellers’ release Seller from any of its obligations hereunder, under this Agreement except to the extent that Seller is prejudiced by such failure. Seller will have the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in exclusive right to control any such Tax ProceedingClaim relating to Taxable periods (or portions thereof) ending on or before the Closing Date. The Sellers If Seller chooses not to control any such Tax Claim, Buyer shall control such Tax Claim. With respect to any Tax Claim, (i) the controlling party shall keep the Buyer non-controlling party informed of all material developments, (ii) the non-controlling party shall have the right to participate in such Tax Claim (at the non-controlling party’s expense), and (iii) the Company reasonably notified controlling party may not settle such Tax Claim without the consent of the non-controlling party, which shall not be unreasonably withheld, conditioned or delayed. To the extent of any conflict between this Section 5.6(g) and Section 8.3, this Section 5.6(g) shall be controlling with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(d)Claims.

Tax Proceedings. The Sellers shall exercise, at their expense, control over In the handling, disposition, and settlement event of any governmental inquiryaudit, assessment, examination, claim or other controversy or proceeding relating to Taxes or Tax Returns of the Company or any Subsidiary (a “Tax Proceeding”) that could result in a determination with respect to or which includes any Pre-Closing Taxes due or payable by the Sellers or Tax Period, the Buyer or shall inform the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, in connection with any Seller Representative of such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d)promptly; provided, however, that the failure or delay by the Buyer to promptly provide such notice on of a timely basis shall Tax Proceeding will not limit affect the Sellers’ obligations hereunder, Buyer’s right to indemnification hereunder except to the extent that the Sellers are defense of such Tax Proceeding is prejudiced thereby. The Buyer shall cooperate thereby or the delay increases the ultimate Tax (including any interest and penalties) or other liability costs with the Sellers, as the Sellers may reasonably request, in any such respect to Tax Proceeding. The Sellers shall keep To the extent that the Seller Representative provided written acknowledgement of the Sellers’ Liability (to the extent attributable to the Pre-Closing Tax Period) to indemnify the Buyer and pursuant to Section 9.2 for the Company reasonably notified with respect Tax Liability at issue in the Tax Proceeding, the Buyer shall afford the Seller Representative the opportunity to control, at the Sellers’ expense, the conduct of any such Tax Proceeding, with counsel or a Tax adviser of its own choosing, and to settle or otherwise resolve such Tax Proceeding in such manner as the Seller Representative may deem appropriate; provided, however, that the Seller Representative may not settle any dispute arising thereunder such Tax Proceeding without the written Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Buyer shall have the right to reasonably be informed of the Buyer. Notwithstanding material developments in any provisions of this Agreement to the contrary, notices with respect to, and conduct and disposition of, any such Tax Proceeding and participate in such Tax Proceeding at its own expense. In the event that the Seller Representative does not assume control of such a Tax Proceeding, the Buyer may control the Tax Proceeding, but the Buyer may not settle or otherwise resolve such Tax Proceeding without the Seller Representative’s consent (which consent shall not be governed by this Section 7.1(dunreasonably withheld).

Tax Proceedings. The Sellers Buyer and Seller shall exercise, at their expense, control over promptly notify the handling, disposition, and settlement other upon receipt of written notice of any governmental inquirypending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) is reasonably expected to be liable hereunder, examinationprovided, that no delay in providing such notice will relieve a party from its obligation under Article IX, except to the extent such delay actually and materially prejudices the Indemnifying Party. Seller shall be entitled to jointly participate (with the Buyer) at Seller’s sole expense in the defense of any Tax audit or administrative or court proceeding relating to any Taxes or Tax Returns relating solely to a Tax period ending on or before the Closing Date which could reasonably be expected to result in Seller becoming fully liable for such Taxes pursuant to this Agreement (each a “Tax Proceeding”) ), provided that could result in Seller deliver to Buyer a determination written statement acknowledging its responsibility for paying such Taxes and any Losses with respect thereof . If Seller does not exercise its option to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer or the Company pursuant hereto. The Sellers shall, however, promptly notify the Company or the Buyer if, participate in connection with any such Tax ProceedingProceeding as provided in this Section 7.3 then Buyer shall have the right to control the handling, any Taxing Authority proposes in writing to make any assessment disposition or adjustment with respect to Tax items settlement of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests of the Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d)issue; provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer shall cooperate with the Sellers, as the Sellers may reasonably request, in any such Tax Proceeding. The Sellers shall keep the Buyer and the Company reasonably notified with respect to controlling the conduct of any such Tax Proceeding, Buyer shall: (i) keep Seller fully informed regarding the status and may progress of such Tax Proceeding; (ii) provide to Seller drafts of any material correspondence to any Taxing Authority and consider in good faith any comments of Seller (or its advisors) on the correspondence, and (iii) not settle any dispute arising thereunder Tax Proceeding for which Seller or any of its Affiliates may be liable without the written prior consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrarySeller (unless such consent is unreasonably being withheld, notices with respect to, and conduct and disposition of, any Tax Proceeding shall be governed by this Section 7.1(dconditioned or delayed).

Tax Proceedings. The Sellers Buyer and the Sellers’ Representative shall exercise, at their expense, control over the handling, disposition, and settlement promptly notify each other in writing upon receiving notice of any governmental inquiry, examination, audit or other inquiry or proceeding with respect to Taxes relating to the Company (a “Tax Proceeding”) that could result in a determination with respect to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and for which the Sellers are liable or against which the Sellers are required to indemnify the Buyer other (or the Company pursuant hereto. The Sellers shallother’s Affiliates) would reasonably be expected to be responsible, howeverwhether under applicable Law or under this Agreement; provided, promptly that any failure to so notify the Company or the Buyer if, any delay in connection with notifying shall not relieve any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment Person of its or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company with respect to any such proposed assessment or adjustment and allow the Buyer to participate in the Tax Proceedings, his obligations hereunder except to the extent reasonably necessary to protect the interests of the Buyer that such Person is actually and the Companymaterially prejudiced by such failure or delay. The Buyer shall notify control the Sellers in writing within fifteen (15) days after learning conduct of any Tax Proceeding described in the first sentence of this Section 7.1(d)Proceeding; provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except if and to the extent that the Sellers are prejudiced thereby. The would be responsible for the Tax Liabilities that would result from a Tax Proceeding pursuant to applicable Law or this Agreement, Buyer shall cooperate with keep Sellers’ Representative reasonably informed regarding material developments in respect of such Tax Proceeding or portion thereof, the Sellers, as ’ Representative shall be entitled to participate in the Sellers may reasonably request, in any conduct of such Tax Proceeding. The Sellers Proceeding or portion thereof, and Buyer shall keep the Buyer and the Company reasonably notified consider in good faith all comments from Sellers’ Representative with respect to the conduct of any such Tax Proceeding, and may not settle any dispute arising thereunder without the written consent of the BuyerProceeding or portion thereof before settling or compromising such Tax Proceeding or portion thereof. Notwithstanding any provisions of this Agreement anything to the contrarycontrary in this Agreement, notices with respect to, and conduct and disposition of, to any Tax Proceeding relating to a taxable period (or portion thereof) ending on or before the Closing Date, if determined by Buyer (in its sole discretion) the Seller and Sellers’ Representative shall be governed by this and shall cause their Affiliates to take any and all actions necessary to make any available election under Section 7.1(d)6226 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision under state, local or foreign Law) with respect thereto.

Tax Proceedings. The Sellers Buyer shall exercisenotify Seller in writing promptly upon learning of any governmental inquiry, examination, or proceeding (a "Tax Proceeding") that could result in a determination with respect to Taxes due or payable by Buyer or any Acquired Company for which Seller is liable or against which Seller may be required to reimburse or indemnify Buyer or any Acquired Company pursuant to this Agreement. Seller shall exercise at their expense, its sole expense (and in such manner as it may determine) complete control over the handling, disposition, and settlement of any governmental inquiry, examination, or proceeding (a “such Tax Proceeding”) that could result in a determination with respect Proceeding insofar as it relates to Pre-Closing Taxes due or payable by the Sellers or the Buyer or the Company and matters for which the Sellers are Seller is so liable or against which the Sellers are Seller may so be required to reimburse or indemnify the Buyer or any Acquired Company (a "Covered Matter"); provided, that Buyer may participate at its sole cost and expense in the Company pursuant hereto. The Sellers shallhandling, howeverdisposition and settlement thereof; and provided, promptly notify the Company further, that Seller shall not enter into any compromise or the Buyer if, in connection with any such Tax Proceeding, any Taxing Authority proposes in writing to make any assessment or adjustment with respect to Tax items of the Company or the Buyer, which assessments or adjustments could affect the Company or the Buyer following the Closing, and shall consult with the Company agreement with respect to any such proposed assessment or adjustment and allow Covered Matters without the Buyer to participate in the Tax Proceedings, to the extent reasonably necessary to protect the interests consent of the Buyer (which shall not be unreasonably withheld, conditioned, or delayed) if such compromise or agreement, taken as a whole, would have a direct adverse effect on Buyer or any Acquired Company (after giving effect to Seller's indemnification obligations hereunder). Buyer and the Company. The Buyer shall notify the Sellers in writing within fifteen (15) days after learning of any Tax Proceeding described in the first sentence of this Section 7.1(d); provided, however, that failure to provide such notice on a timely basis shall not limit the Sellers’ obligations hereunder, except to the extent that the Sellers are prejudiced thereby. The Buyer Acquired Companies shall cooperate with the SellersSeller, as the Sellers Seller may reasonably request, in any request (including without limitation providing the Seller with such Tax Proceeding. The Sellers shall keep powers of attorney as may be reasonably necessary or appropriate) during the Buyer and the Company reasonably notified with respect to the conduct course of any such Tax Proceeding, ; and may not settle any dispute arising thereunder without the written consent of the Buyer. Notwithstanding any provisions of this Agreement to the contrary, notices parties shall cooperate fully with respect to, each other and conduct and disposition of, their respective counsel in any Tax Proceeding shall relating to Tax periods for which both could be governed by this Section 7.1(dultimately liable, taking into account their obligations hereunder (including without limitation providing any necessary powers of attorney).