Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. (a) The Buyer shall promptly notify the Representative in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to a Pass-through Income Tax Return of the Company for any tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Date; provided that (A) the Representative shall keep the Buyer fully informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer to participate in any such Tax Proceeding with counsel of its choice at its own expense, and (C) Representative shall not settle, compromise, or otherwise resolve any such Tax Proceeding without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), it being understood the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8

Tax Proceedings. (ai) In the case of any audit, examination, or other proceeding with respect to any Taxes of or otherwise relating to the Company for a Pre-Closing Tax Period or any Straddle Tax Period (a “Tax Proceeding”), the Buyer shall promptly inform the Sellers in writing of such Tax Proceeding within ten (10) Business Days after the receipt by the Buyer of written notice thereof; provided that the failure to so notify the Sellers shall not limit the indemnification obligations of the Sellers under this Agreement, except to the extent that such failure to give notice shall actually prejudice any defense or claim available to the Sellers. (ii) In the case of a Tax Proceeding related to any Pass-Through Tax Return or to any Pre-Closing Tax Period, the Sellers shall have the right (but not the obligation) to control the conduct of such Tax Proceeding by delivering written notice of such intent to control to the Buyer within five (5) Business Days following the receipt by it of the written notice from the Buyer regarding the institution of such Tax Proceeding. (iii) The Buyer shall promptly notify the Representative in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to a Pass-through Income Tax Return of the Company for any tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Date; provided that (A) the Representative shall keep the Buyer fully be kept informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining developments with respect to such Tax Proceeding), (B) Representative shall allow the Buyer to participate in any such Tax Proceeding with counsel of its choice that the Sellers elect to control and to reasonably participate in such Tax Proceeding at its own expense, and (C) Representative the Sellers shall not settle, compromise, compromise or otherwise resolve concede any portion of such Tax Proceeding that could reasonably be expected to have an adverse impact on the Buyer or any of its Affiliates (including the Company) post-Closing without the prior written consent of the Buyer (Buyer, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. (iv) In the case of a Tax Proceeding that (x) the Sellers have the right to control but elect not to control pursuant to the foregoing or (y) relates to any Straddle Tax Period (other than with respect to any Pass-Through Tax Return), it being understood the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses shall control the conduct of such Tax Proceeding but the Sellers shall have the right to consent be kept informed of all material developments with respect to such Tax Proceeding and to reasonably participate in such Tax Proceeding at the Sellers’ expense. (v) The Buyer shall not settle, compromise or concede any such settlement Tax Proceeding without the written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or compromise which would result in the Company failing conditioned. With respect to be treated as an S-corporation federal and applicable state and local income Taxes for income Tax purposes for any tax period periods (or portions thereof) commencing on or after January 1, 2018 and ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer Company’s “partnership representative” (within the meaning of Section 6223 of the Code) shall have be Xxxx Xxxxxx, or such other person as designated by the right Sellers in writing to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for Buyer. For purposes of determining Current Taxes. For avoidance clarity, the provisions of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8this

Tax Proceedings. Purchaser shall notify Owner within five (a5) The Buyer shall promptly notify the Representative in writing upon Business Days after the receipt by Purchaser or any of Purchaser’s Affiliates (including the Company) of notice from any Governmental Entity of any pending inquiries, claims, assessments, audits or threatened Tax Proceeding relating similar events with respect to a Pass-through Income Tax Return Taxes of the Company which is allocated to Owner or for which Owner could be liable or responsible under this Agreement (together with any tax period ending on or before the Closing Daterelated proceeding, a “Tax Proceeding”). The Representative failure to give such prompt written notice shall promptly notify the Buyer in writing upon the receipt not, however, relieve Owner of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating its indemnification obligations, except and only to the Companyextent that Owner forfeits material rights or defenses by reason of such failure. (b) The Representative shall Owner may elect, at Owner’s sole expense, to have control over the sole right to control conduct of any Tax Proceeding solely involving Pass-through Income with respect to any Tax Returns for the Company and any Taxes associated therewith for any tax periods period ending on or before the Closing Date; provided that (Aa) Purchaser shall have the Representative shall keep the Buyer fully informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer right to participate in any such Tax Proceeding at Purchaser’s sole cost (except to the extent such costs are obligations of Owner pursuant to this Agreement), (b) Owner shall keep Purchaser reasonably informed of the status of developments with counsel of its choice at its own expenserespect to such Tax Proceeding, and (Cc) Representative Owner shall not settle, compromisedischarge, or otherwise resolve dispose of any such Tax Proceeding without the prior written consent of the Buyer Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), it being understood . Purchaser shall have control over the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent conduct of any Tax Proceeding with respect to any such settlement Straddle Period or compromise which would result any Tax Proceeding with respect to any period referenced in the Company failing immediately preceding sentence that Owner does not elect to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. control; provided that (ci) Except as provided in Section 8.7(b), the Buyer Owner shall have the right to control participate in any such Tax Proceeding involving at Owner’s sole cost (except to the extent such costs are obligations of Purchaser pursuant to this Agreement), (ii) Purchaser shall keep Owner reasonably informed of the status of developments with respect to such Tax Proceeding, and (iii) Purchaser and the Company in its sole and absolute discretionshall not settle, it being understood that any unfavorable outcome arising in connection with any resolution discharge, or otherwise dispose of any such Tax Proceeding will without the prior written consent of Owner (which consent shall not be taken into account for purposes of determining Current Taxes. For avoidance of doubtunreasonably withheld, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8conditioned or delayed).

Tax Proceedings. (a) The Buyer Purchaser shall promptly notify the Representative in writing upon Owner within five (5) Business Days after the receipt by the Purchaser or any of its Affiliates (including the Company and its Subsidiaries) of notice from any Governmental Entity of any pending inquiries, claims, assessments, audits or threatened Tax Proceeding relating similar events with respect to a Pass-through Income Tax Return Taxes of the Company or any of its Subsidiaries which is allocated to the Owner for which the Owner could be liable or responsible under this Agreement (together with any tax related proceeding, a “Tax Proceeding”). The failure to give such prompt written notice shall not, however, relieve the Owner of its indemnification obligations, except and only to the extent that the Owner forfeits material rights or defenses by reason of such failure. The Owner may elect, at the Owner’s sole expense, to have control over the conduct of any Tax Proceeding with respect to any Tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Initial Closing Date; provided that (Aa) the Representative Purchaser shall keep have the Buyer fully informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer right to participate in any such Tax Proceeding Proceeding, (b) the Owner shall keep the Purchaser reasonably informed of the status of developments with counsel of its choice at its own expenserespect to such Tax Proceeding, and (Cc) Representative the Owner shall not settle, compromisedischarge, or otherwise resolve dispose of any such Tax Proceeding without the prior written consent of the Buyer Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). The Purchaser, it being understood at Owner’s sole expense, shall have control over the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent conduct of any Tax Proceeding with respect to any such settlement Straddle Period or compromise which would result any Tax Proceeding with respect to any period referenced in the Company failing immediately preceding sentence that the Owner does not elect to be treated as an S-corporation for income Tax purposes for any tax period ending on or before control; provided that (i) the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer Owner shall have the right to control participate in any such Tax Proceeding involving at the Owner’s sole expense, (ii) the Purchaser shall keep the Owner reasonably informed of the status of developments with respect to such Tax Proceeding, and (iii) the Purchaser and the Company in and its sole and absolute discretionSubsidiaries shall not settle, it being understood that any unfavorable outcome arising in connection with any resolution discharge, or otherwise dispose of any such Tax Proceeding will without the prior written consent of the Owner (which consent shall not be taken into account for purposes of determining Current Taxes. For avoidance of doubtunreasonably withheld, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8conditioned or delayed).

Tax Proceedings. (a) The Buyer and its Affiliates, on the one hand, and the Seller and its Affiliates, on the other hand, shall promptly notify the Representative each other in writing upon the receipt of notice from any Governmental Entity of any pending inquiry, claim, assessment, audit or threatened similar proceeding in respect of Taxes of the Companies (or of LUHI, to the extent the Companies could be liable for such Taxes) (a “Tax Proceeding”) for any Pre-Closing Tax Period; provided, that the failure to provide such notice shall not relieve any Person of any liability with respect to such Tax Proceeding except to the extent such Person was actually prejudiced by such failure. Seller shall control the prosecution of any Tax Proceeding relating (i) exclusively to a PassPre-through Income Closing Tax Return of Periods, and (ii) to the Company for any tax period ending on or before extent the Closing Date. The Representative shall promptly notify relevant Tax Proceeding is severable, the Buyer in writing upon the receipt of notice from any Governmental Entity portion of any pending or threatened Tax Proceeding relating Straddle Period allocated to Seller for which Seller must pay the Company. (bTaxes pursuant to Section 6.12(c) The Representative hereof, and Buyer shall have the sole right to control any other Tax Proceeding solely involving Pass-through Income Tax Returns for the Company Proceeding. Each of Seller and any Taxes associated therewith for any tax periods ending on or before the Closing Date; provided that (A) the Representative Buyer shall keep the Buyer fully informed of the progress be entitled to participate at its own expense with separate counsel in all aspects of any such Tax Proceeding controlled by the Representative other Party pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer to participate in any immediately preceding sentence. The Party controlling such Tax Proceeding shall promptly deliver copies of any written communications in connection with counsel of its choice at its own expensesuch Tax Proceeding to the other Party, and (C) Representative shall not settle, compromise, settle or otherwise resolve compromise any such Tax Proceeding without the other Party’s prior written consent of the Buyer (which consent shall consent, not to be unreasonably withheld, conditioned or delayed), it being understood the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For the avoidance of doubt, this Section 8.7 6.12(k) and not Section 9.5 shall not govern Tax Proceedings and shall apply only for so long as there are Escrow Funds remaining sufficient to any Tax Proceeding of cover the Seller, which shall be controlled Taxes that are indemnifiable by Seller in its sole and absolute discretion. 8.8connection with the relevant Tax Proceeding (disregarding for this purpose any Escrow Funds subject to outstanding claims made in writing by a Taxing Authority or other third party).

Tax Proceedings. (a) The Sellers and Buyer shall promptly notify the Representative in writing upon other within ten (10) days of the receipt by such Party (or any of their Affiliates), as applicable, of notice from any Governmental Entity of any pending inquiries, claims, assessments, audits or threatened Tax Proceeding relating similar events with respect to Taxes of or with respect to any Company Entity for which Sellers (or any of their Affiliates) may be liable whether directly on a Passpass-through Income basis (such as income Taxes), or otherwise (a “Tax Return of the Company for any tax period ending on or before the Closing DateProceeding”). The Representative Sellers shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right be entitled to control and defend any Tax Proceeding related solely involving Passto a Pre-through Income Closing Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing DatePeriod; provided that provided, however, Sellers shall (Ai) the Representative shall permit Buyer to participate (at its own expense) in such Tax Proceeding, (ii) keep the Buyer fully reasonably informed of the progress developments and status of such Tax Proceeding, and (iii) not settle or compromise any such Tax Proceeding without Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. If Sellers do not elect to control the resolution of a Tax Proceeding or in the case of any Tax Proceeding controlled by the Representative pursuant related to this Section 8.7(b) (including the prompt provision a Straddle Period or related only in part to the a Pre-Closing Period, Buyer of all material correspondence, pleadings, protests, briefs shall control and other documents pertaining to defend any such Tax Proceeding); provided, however, Buyer shall (i) permit Sellers to participate (at their own expense) in such Tax Proceeding, (Bii) Representative shall allow keep Sellers reasonably informed of developments and the Buyer to participate in any status of such Tax Proceeding with counsel of its choice at its own expense, and (Ciii) Representative shall not settle, compromise, settle or otherwise resolve any compromise such Tax Proceeding without the prior written consent of the Buyer (Sellers, which consent shall not be unreasonably withheld, conditioned or delayed), it being understood . If at the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer shall have the right to control conclusion of any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that relating to a Straddle Period any unfavorable outcome arising in connection Taxes of or with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt, this Section 8.7 shall not apply respect to any Tax Proceeding Company Entity (or any Company Entity operations or assets) are assessed, Sellers shall pay to Buyer the portion of such Taxes attributable to the Sellerpre-Closing portion of such Straddle Period, which shall be controlled by Seller calculated in its sole and absolute discretion. 8.8a manner consistent with Section 6.7(f).

Tax Proceedings. If any Government Entity issues to the Company (ai) The Buyer shall promptly notify a notice after the Representative in writing upon the receipt Closing of notice from its intent to conduct any Governmental Entity of any pending or threatened Tax Proceeding relating with respect to a Pass-through Income Tax Return or Taxes of the Company for any tax period ending on Pre-Closing Tax Period or before (ii) a notice of deficiency for Taxes for any Pre-Closing Tax Period, in each case, that would give rise to a Tax Liability for which a Seller Party is responsible under this Agreement (a "Tax Proceeding"), the Closing Date. The Representative Purchaser shall promptly notify the Buyer such Seller Party in writing upon the of its receipt of notice such communication from any such Governmental Entity Authority; provided, however, that the failure or delay to so notify such Seller Party shall not relieve such Seller Party of any pending obligation or threatened Liability that such Seller Party may have to the Purchaser, except to the extent that such Seller Party is materially prejudiced thereby. Such Seller Party may, within ten (10) days of its receipt of written notice of such Tax Proceeding relating and upon providing written notice to the Company. (b) The Representative shall have the sole right Purchaser, elect to control any such Tax Proceeding that solely involving Passrelates to Taxes of a Pre-through Income Closing Tax Returns for Period (and not a Straddle Period) on behalf of the Company and any Taxes associated therewith for any tax periods ending on or before the Closing DateCompany; provided that such Seller Party shall (A) the Representative shall keep the Buyer fully Purchaser reasonably informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision with respect to the Buyer status and nature of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer Purchaser to participate at its own expense in any such Tax Proceeding with counsel of its choice at its own expenseProceeding, and (C) Representative shall not settle, compromise, or otherwise resolve any settle such Tax Proceeding without the Purchaser's prior written consent of the Buyer (which consent shall not to be unreasonably withheld, conditioned or delayed), it being understood . The Purchaser shall control all other Tax Proceedings on behalf of the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses Company. If such Seller Party fails to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any diligently defend such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, (which shall be controlled by determined in the Purchaser's reasonable discretion), or the Purchaser would be permitted to assume control of such Tax Proceeding pursuant to Section 7.4 if such Tax Proceeding were a Third Party Claim, then Purchaser may assume sole control of such Tax Proceeding upon providing written notice of such to such Seller in its sole and absolute discretion. 8.8Party.

Tax Proceedings. (ai) The Buyer Each party hereto shall promptly notify provide the Representative in writing upon the receipt of other with prompt notice from any Governmental Entity of any pending Tax adjustment proposed by any Taxing Authority or threatened Tax Proceeding relating other claim which could give rise to a Pass-through Income Tax Return of the Company claim for any tax period ending on indemnification under Article IX or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Datethis Article X; provided that the failure to provide such notice shall not affect any right to indemnification under this Agreement except to the extent the party not receiving notice is materially prejudiced thereby. If the resolution of any Tax proceeding would be grounds for indemnification under this Agreement by the party not in control of the conduct of such Tax proceeding pursuant to this Section 10.2(d) (the “Non-Controlling Party”), (A) the Representative party in control of such Tax proceeding (the “Controlling Party”) shall keep the Buyer Non-Controlling Party fully informed of any proceedings, events and developments relating to or in connection with such Tax Proceeding; (B) the progress of any Tax Proceeding controlled by the Representative pursuant Non-Controlling Party shall be entitled to this Section 8.7(b) (including the prompt provision to the Buyer receive copies of all material correspondence, pleadings, protests, briefs correspondence and other documents pertaining relating to such Tax Proceeding), (B) Representative shall allow the Buyer to participate in any such Tax Proceeding with counsel of its choice at its own expense, proceeding; and (C) Representative at its own cost and expense, the Non-Controlling Party shall have the right to participate in (but not control) the conduct of such Tax proceeding. Notwithstanding any such control (1) Purchaser shall not, and shall not settlepermit the Companies to, compromiseenter into any settlement or admit any fault or liability with respect to any Tax proceeding that could give rise to a claim for indemnification hereunder without Seller’s express written prior consent, or otherwise resolve any such Tax Proceeding without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned withheld or delayed), it being understood the Buyer’s consent will and (2) Seller shall not considered unreasonably withheld if the Buyer refuses to consent to enter into any such settlement or compromise which would result in the Company failing admit any fault or liability that is or purports to be treated as an S-corporation for income Tax purposes binding on the Companies for any tax taxable period ending that could have any adverse effect on the liability of Purchaser or before the Companies for Taxes for any period (or portion thereof) beginning after the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer without Purchaser’s express written prior consent, which consent shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8unreasonably withheld or delayed.

Tax Proceedings. (a) The Buyer After the Closing Date, Parent shall promptly notify the Representative in writing upon within ten (10) days of the receipt of notice from any Governmental Entity commencement of any pending notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or threatened Tax Proceeding relating other administrative or court proceeding, suit, dispute or other claim, in each case, with respect to a Pass-through Income Tax Return Taxes of the Company or any Company Subsidiary for a Pre-Closing Tax Period (a “Tax Claim”); provided, however, that any tax failure or delay in providing such notification shall not limit or affect any of the rights or obligations under this Agreement (including under ‎Article VII), except solely to the extent that such failure or delay materially prejudices the Company Securityholders or the Representative with respect to the defense of such Tax Claim. In the case of any Tax Claim relating solely to any Tax period ending on or before the Closing Date. The Representative shall promptly notify Date for Taxes that would be indemnified pursuant to this Agreement, the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right to control any the conduct of such Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing DateClaim; provided that (A) the Representative shall keep the Buyer fully Parent promptly informed of the progress with respect thereto, including by providing copies of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding)correspondence in connection therewith, (B) Representative Parent shall allow the Buyer be entitled to participate in any the conduct of such Tax Proceeding with counsel of its choice at its own expense, Claim and (C) the Representative shall not settle, compromise, settle or otherwise resolve any compromise such Tax Proceeding Claim (or a portion thereof) without the Parent’s prior written consent of the Buyer (which consent shall not to be unreasonably withheld, conditioned or delayed), it being understood the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer Parent shall have the right to control the conduct of any other Tax Claim; provided that to the extent such Tax Claim relates to Taxes that the Indemnifying Parties would be required to indemnify pursuant to this Agreement, (x) Parent shall keep the Representative promptly informed with respect thereto, including by providing copies of any correspondence in connection therewith, (y) the Representative shall be entitled to participate in the conduct of such Tax Claim and (z) Parent shall not settle or compromise such Tax Claim (or a portion thereof) without the Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary, Parent shall be entitled to control the conduct of any Tax Proceeding involving assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim, in each case, with respect to Taxes of itself and its Affiliates (other than the Company and the Company Subsidiaries), including with respect to the consolidated group of which Parent is a member, in its Parent’s sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8.

Tax Proceedings. Any party that receives written notice of any claim for Taxes or the commencement of any audit, examination, contest, investigation or assessment relating to Taxes (aa “Tax Proceeding”) The Buyer of the Acquired Companies with respect to a Covered Tax shall promptly notify the Representative in writing upon the such other party within 10 Business Days of receipt of such notice; provided that the failure to provide such notice shall not relieve the Indemnifying Party from any Governmental Entity of any pending or threatened Tax Proceeding relating to a Pass-through Income Tax Return of the Company for any tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating its obligations under Article 11 except (and only) to the Companyextent the Indemnifying Party suffers actual prejudice as a result of such failure. (b) The Subject to the last sentence of Section 11.04(c), the Equityholders’ Representative shall have the sole right right, at its election, to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Date; provided that (A) the Representative shall keep the Buyer fully informed of the progress conduct of any Tax Proceeding controlled by that relates solely to Covered Taxes; provided that the Equityholders’ Representative pursuant shall (A) permit Parent to this Section 8.7(b) (including participate in the prompt provision to the Buyer resolution of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), Proceeding and (B) Representative shall allow the Buyer to participate in any such Tax Proceeding with counsel of its choice at its own expense, and (C) Representative shall not settle, compromise, settle or otherwise resolve any compromise such Tax Proceeding without the prior written consent of the Buyer (Parent, which consent shall not be unreasonably withheld, conditioned or delayed), it being understood the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer Parent shall have the right to control the conduct of all other Tax Proceedings; provided that in the event that any Tax Proceeding involving relates to a Straddle Tax Period, Parent shall (1) permit the Company Equityholders’ Representative to participate in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any the resolution of any such Tax Proceeding will and (2) not settle or otherwise compromise such Tax Proceeding without the prior written consent of the Equityholders’ Representative, which consent shall not be taken into account for purposes of determining Current Taxesunreasonably withheld, conditioned or delayed. For avoidance of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8107

Tax Proceedings. (a) The Buyer Each of Purchaser, on one hand, and the Seller, on the other hand, shall promptly notify the Representative other in writing upon receipt (including receipt by Affiliates of Purchaser or the receipt Seller) of any written notice from any Governmental Entity of any pending or threatened audit, assessment, investigation, or other proceeding with respect to a Straddle Period Return (a “Tax Proceeding Proceeding”); provided, that the failure to provide such written notice shall not relieve the Seller or any Seller Owner from any liability pursuant to this Agreement with respect to Covered Global Tax Liabilities except and only to the extent that the Seller is actually and materially prejudiced by the failure or delay in giving such notice. With respect to any Tax Proceeding: (a) that pertains solely to a Straddle Period Return, the Seller and the Seller Owners shall provide the Purchaser with a written notice within twenty (20) days acknowledging the responsibility by the Seller and the Seller Owners with respect to any Covered Global Tax Liability relating to a Pass-through Income such Tax Return of the Company for any tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. Proceedings; and (b) The Representative the Purchaser shall have the sole right to control any and all such Tax Proceeding Proceedings (whether pertaining solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on to a Straddle Period Return or before the Closing Dateotherwise); provided provided, that (Ai) the Representative Purchaser shall keep the Buyer fully Sellers reasonably and timely informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(b) (including the prompt provision with respect to the Buyer commencement, status and nature of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer to participate in any such Tax Proceeding with counsel of its choice at its own expense, and (Cii) Representative neither the Purchaser and its Affiliates, on the one hand, and the Seller, the Seller Owners and their respective Affiliates, on the other hand, shall not settle, compromise, compromise or otherwise resolve any dispose of such Tax Proceeding without the prior written consent of the Buyer other parties (which consent shall not to be unreasonably withheld, conditioned or delayed)) if such settlement, it being understood compromise or disposition could reasonably be expected to adversely affect such party hereunder. Notwithstanding any provision of this Agreement to the Buyer’s consent will not considered unreasonably withheld if contrary, to the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in extent that a provision of this Section 8.7(b), the Buyer shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection 9.4 directly conflicts with any resolution provision of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubtArticle VIII, this Section 8.7 9.4 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8govern.

Tax Proceedings. NBILP and Sellers shall cooperate fully, and shall cause each of the Bear Paw Entities to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 11.3 and any audit, litigation or other proceeding (aeach a "TAX PROCEEDING") The Buyer with respect to Taxes. Such cooperation shall promptly notify include the Representative in writing retention and (upon the receipt other Party's request) the provision of notice records and information that are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. NBILP and Sellers further agree, upon request, to provide the other Party with all information regarding the Bear Paw Entities that either Party may be required to report to any Governmental Authority regarding Taxes. The Sellers further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on NBP, NBILP or any of the Bear Paw Entities (including, but not limited to, with respect to the transactions contemplated by this Agreement); provided, however, Sellers shall not be required to undertake any unduly burdensome action in connection with the foregoing or incur any expense or otherwise cause any Seller to incur any liability. NBILP agrees that, without the consent of Sellers owning a majority of Interests immediately prior to the Closing, NBILP will not agree, and will not permit any Bear Paw Entity to agree, to the terms of any pending or threatened Tax Proceeding relating to a Pass-through Income Tax Return of the Company for any tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating to the Company. (b) The Representative shall have the sole right to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Date; provided that (A) the Representative shall keep the Buyer fully informed of the progress settlement of any Tax Proceeding controlled by with respect to which any of the Representative pursuant to this Section 8.7(b) Sellers may have liability (including the prompt provision any liability under any indemnity). Seller and NBILP shall jointly control any audit, litigation or other proceeding of any Bear Paw Entity that relates to the Buyer of all material correspondenceany Income Taxes for a pre-Closing Tax period, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer to participate in or any such proceeding that could reasonably be anticipated to result in a Tax Proceeding with counsel of its choice at its own expenseliability for any Seller. In any such jointly controlled proceeding, and (C) Representative no Party shall not settle, compromise, settle or otherwise resolve any compromise such Tax Proceeding proceeding without the prior written consent of the Buyer (other Party, which consent shall not be unreasonably withheld, conditioned or delayed), it being understood the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (c) Except as provided in Section 8.7(b), the Buyer shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8.

Tax Proceedings. Any party that receives written notice of any claim for Taxes or the commencement of any audit, examination, contest, investigation or assessment relating to Taxes of the ANAC Companies (aa “Tax Proceeding”) The Buyer with respect to an Indemnified Tax shall promptly notify the Representative in writing upon the such other party within 10 Business Days of receipt of such notice; provided that the failure to provide such notice shall not relieve the Indemnifying Party from any Governmental Entity of any pending or threatened Tax Proceeding relating to a Pass-through Income Tax Return of the Company for any tax period ending on or before the Closing Date. The Representative shall promptly notify the Buyer in writing upon the receipt of notice from any Governmental Entity of any pending or threatened Tax Proceeding relating its obligations under ‎Article 10 except (and only) to the Companyextent the Indemnifying Party suffers an actual prejudice as a result of such failure. (b) The Representative Subject to the last sentence of ‎Section 10.03(c), the Argos Parties shall have the sole right to control the conduct of any Tax Proceeding that relates solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Dateto Indemnified Taxes; provided that (A) the Representative shall keep the Buyer fully informed of the progress of any Tax Proceeding controlled by the Representative pursuant to this Section 8.7(bArgos Parties shall: (1) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative shall allow the Buyer permit Summit to participate in any the resolution of such Tax Proceeding with counsel of its choice at its own expense, and (C2) Representative shall not settle, compromise, settle or otherwise resolve any compromise such Tax Proceeding without the prior written consent of the Buyer (Summit, which consent shall not be unreasonably withheld, conditioned or delayed), it being understood the Buyer’s consent will not considered unreasonably withheld ; and (B) if the Buyer refuses Argos Parties fail to consent to assume control of any such Tax Proceeding after having had reasonable opportunity to do so, Summit may elect to control the handling, disposition and settlement of such proceeding at Argos Party’s expense and the Argos Parties shall pay any Taxes related thereto; provided that Summit shall not settle or otherwise compromise such Tax Proceeding without the prior written consent of the Argos Parties, which would result in the Company failing to consent shall not be treated as an S-corporation for income Tax purposes for any tax period ending on unreasonably withheld, conditioned or before the Closing Datedelayed. (c) Except as provided in Section 8.7(b), the Buyer Summit shall have the right to control the conduct of all other Tax Proceedings (including any Tax Proceedings related to a Straddle Tax Period); provided that in the event that any Tax Proceeding involving relates to a Straddle Tax Period and could affect the Company Tax liability of the Argos Parties or includes Indemnified Taxes, Summit shall: (1) permit the Argos Parties to participate in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any the resolution of any such Tax Proceeding will and (2) not settle or otherwise compromise such Tax Proceeding in relation to any Indemnified Tax without the prior written consent of the Argos Parties, which consent shall not be taken into account for purposes of determining Current Taxes. For avoidance of doubtunreasonably withheld, this Section 8.7 shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8conditioned or delayed.

Tax Proceedings. (a) The Buyer If an audit, investigation, or similar proceeding with respect to any Tax matter shall promptly notify be commenced, or a claim shall be made by any Tax authority, with respect to the Representative in writing upon the receipt of notice from any Governmental Entity of any pending Taxes or threatened Tax Proceeding relating to a Pass-through Income Tax Return Returns of the Company for any tax period ending on Pre-Closing Tax Period, then Buyer shall, or before shall cause the Closing Date. The Representative shall Company to, promptly notify the Buyer Parent in writing upon of such audit, investigation or similar proceeding or claim (“Tax Proceeding”); provided, however, that the receipt failure of Buyer to give notice from any Governmental Entity to Parent shall not affect the indemnification obligations of any pending or threatened Tax Proceeding relating Parent and the Sellers hereunder, except to the Companyextent Parent or the Sellers are actually and materially prejudiced thereby. (b) The Representative Parent shall have the sole primary right to control any Tax Proceeding solely involving Pass-through Income Tax Returns for the Company and any Taxes associated therewith for any tax periods ending on or before the Closing Date; provided that (A) the Representative shall keep the Buyer fully informed of the progress contest of any Tax Proceeding controlled by (other than a Tax Proceeding involving a Straddle Period); provided, however, that Buyer (or its advisors) may fully participate in the Representative pursuant to this Section 8.7(b) (including the prompt provision to the Buyer of all material correspondence, pleadings, protests, briefs and other documents pertaining to such Tax Proceeding), (B) Representative Parent shall allow the keep Buyer to participate in reasonably informed of any such Tax Proceeding with counsel of its choice at its own expense, and (C) Representative Parent shall not settle, compromise, settle or otherwise resolve any such Tax Proceeding without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned, or delayed. In the event Parent does not pursue to resolution of such Tax Proceedings in an active manner, Buyer shall have the right, but not the obligation, to control the contest or resolution of any such Tax Proceeding that Seller does not elect (which consent or does not have the right) to control under this Section 6.3(e); provided, however, that Parent (or its advisors) may fully participate at Parent’s sole expense in such Tax Proceeding, Buyer shall keep Parent reasonably informed of any such Tax Proceeding, and Buyer shall not enter into any settlement or resolution of any such Tax Proceeding that creates or increases Parent’s liability under this Agreement without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed), it being understood . To the Buyer’s consent will not considered unreasonably withheld if the Buyer refuses to consent to extent there is any such settlement or compromise which would result in the Company failing to be treated as an S-corporation for income Tax purposes for any tax period ending on or before the Closing Date. (cinconsistency between this Section 6.3(e) Except as provided in and Section 8.7(b), the Buyer shall have the right to control any Tax Proceeding involving the Company in its sole and absolute discretion, it being understood that any unfavorable outcome arising in connection with any resolution of any such Tax Proceeding will not be taken into account for purposes of determining Current Taxes. For avoidance of doubt8.4, this Section 8.7 6.3(e) shall not apply to any Tax Proceeding of the Seller, which shall be controlled by Seller in its sole and absolute discretion. 8.8control.