Common use of Controversies Clause in Contracts

Controversies. (a) Buyer shall notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments or other proceedings from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer The Parent shall promptly notify Seller the Shareholders' Representative in writing within ten (10) days upon receipt by the Parent or any affiliate of the receipt by Buyer or Parent (including the Acquired Company and its subsidiaries after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period ending on or prior to the Acquired Company Closing Date for which Seller would the Parent or the Company may be required entitled to indemnify any Buyer Indemnitee pursuant to this indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller The Shareholders' Representative shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before the relevant Taxing Authority and its subsidiaries with respect to any inquiryTax Matter before the Internal Revenue Service, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") authority or any court and has shall have the sole right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns returns and contestingsettling audits; provided, defending however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify the income, assets or operations of the Company or any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (iincluding the Company and its subsidiaries) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counselto, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of any contest or otherwise compromise any such Straddle Period Tax Matter issue with respect to the extent that it adversely affects portion of the Tax liability of Seller Overlap Period ending on or results in an indemnity obligation under this Agreement prior to the Closing Date without the prior written consent of Sellerthe Shareholders' Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer Notwithstanding any conflicting provisions in Article VIII, this Section 5.10.2 shall notify Seller in writing within ten (10) days control any Tax Contest relating to the Surviving Corporation or any of its Subsidiaries. Each of the Surviving Corporation and the Holder Representative shall promptly notify the other Party of its receipt by Buyer (or the Acquired Company any of written its Affiliate’s receipt) of any notice of any inquiries, audits, examinations, assessments Tax Contest relating to the Surviving Corporation or other proceedings any of its Subsidiaries from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced therebyGovernmental Entity. Seller may, at Seller's own expense, The Holder Representative may participate in and, upon written notice to Buyerthe Surviving Corporation, assume the defense of any such Tax Matter relating solely Contest that would reasonably be expected to cause a material indemnification obligation of the Sellers pursuant to Section 8.2; provided, however, that the Holder Representative will not have the right to assume the defense of a Tax period ending on or before the Closing Date (but not Contest for a Straddle Period, which is governed by Section 7.7.5(b)). If Seller the Holder Representative assumes such defense, Seller the Holder Representative shall have the authority, with respect to any such Tax MatterContest, to represent the interests of the (b) Buyer has the right to represent the interests Surviving Corporation or any of the Acquired Company its Subsidiaries before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") Governmental Entity and has the Holder Representative shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterContest subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax MatterContest; provided, that the Holder Representative will not be entitled to settle or otherwise close any such Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If Seller would be required The Surviving Corporation shall provide the Holder Representative with any documentation or authorizations necessary for the Holders Representative to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller have the foregoing powers. The Surviving Corporation shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter Contest and to employ counsel, solely at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer Holder Representative. The Holder Representative shall keep Seller the Surviving Corporation reasonably informed with respect to the commencement, status and nature of any such Straddle Period Tax MatterContest, and will, in good faith, allow Seller or Seller's counsel the Surviving Corporation to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding proceeding. If the Holder Representative chooses not to assume (or is otherwise not permitted to assume) the defense of a Tax Contest, the Surviving Corporation shall assume such defense in good faith. In such event, the Surviving Corporation shall keep the Holder Representative reasonably informed with respect to the commencement, status and nature of any such Tax Contest and shall not enter into any settlement of or otherwise compromise any such Tax Contest to the extent that it adversely affects the Tax liability of the Surviving Corporation or any of its Subsidiaries that is indemnifiable pursuant to Section 8.2 without the prior written consent of the Holder Representative, which consent shall not be present at any meetings unreasonably conditioned, withheld or proceedings with the relevant Taxing Authoritydelayed.

Controversies. (a) Buyer The Purchaser shall notify Seller the Parent in writing within ten (10) 30 calendar days of the receipt by Buyer the Purchaser or any affiliate of the Acquired Company Purchaser (including the Southern Entities after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company for which Seller would the Parent may be required to indemnify any Buyer Indemnitee pursuant to this Agreement liable under Section 4.12(g)(i) (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller mayThe Parent, at Seller's its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right exclusive authority to represent the interests of the Acquired Company before the relevant Taxing Authority Southern Entities with respect to any inquiryTax Matter before the Internal Revenue Service, auditany other Taxing Authority, examination, assessment any other governmental agency or proceeding relating authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contestingsettling audits or lawsuits; provided, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofhowever, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have that the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer Parent shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability of Seller the Purchaser or results in an indemnity obligation under this Agreement the Southern Entities for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of Sellerthe Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . The Parent shall keep Seller the Purchaser fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will. The Parent shall, in good faith, allow Seller the Purchaser or Seller's the Purchaser’s counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding. If the proceeding affects or may affect the Tax liability of the Purchaser or the Southern Entities for any Post-Closing Tax Period including any Straddle Tax Period, the Parent shall further allow the Purchaser and the Purchaser’s counsel to participate in the proceeding. Unless otherwise provided by the Parent in writing to the Purchaser, all notices required by this Section 4.12(f) shall be present at any meetings or proceedings with the relevant Taxing Authoritysent to: ▇. ▇. ▇▇▇▇▇▇ Company, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President and Director of Taxes.

Controversies. (a) Buyer The Purchaser shall promptly notify Seller the Sellers' Representative in writing within ten (10) days upon receipt by the Purchaser or any affiliate of the receipt by Buyer or Purchaser (including Arcon Holdings and the Acquired Company after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period ending on or prior to the Acquired Company Closing Date for which Seller would the Sellers may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller mayThe Sellers' Representative, at Seller's own expensethe sole expense of the Sellers, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right exclusive authority to represent the interests of the Acquired Company before the relevant Taxing Authority Companies with respect to any inquiryTax Matter before the Internal Revenue Service, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Straddle Period (a "Straddle Period Tax Matter") Matter and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns returns and contestingsettling audits; provided, defending however, that the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser, Arcon Holdings, or the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the Post-Closing Period, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed. The Sellers' Representative shall keep the Purchaser reasonably informed with respect to the commencement, status and nature of any Tax Matter. The Sellers' Representative shall, in good faith, allow the Purchaser to make comments to the Sellers' Representative regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in Section 9.1, this Section 9.4, Section 9.8 and Section 9.9 the Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then the income, assets or operations of the Companies for all taxable periods; provided, however, that the Purchaser shall not, and shall cause its affiliates (iincluding the Companies) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counselto, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of any contest or otherwise compromise any such Straddle Period Tax Matter to the extent issue that it adversely affects or may affect the Tax liability of Seller the Sellers, Arcon Holdings or results in the Company for any Pre-Closing Period, including the portion of an indemnity obligation under this Agreement Overlap Period ending on or prior to the Closing Date, without the prior written consent of Sellerthe Sellers' Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (iii) Buyer . The Purchaser shall keep Seller the Sellers' Representative reasonably informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and willmatter conducted by Purchaser with respect to the Overlap Period. The Purchaser shall, in good faith, allow Seller or Seller's counsel Sellers' Representative to consult with Buyer or its counsel make comments to the Purchaser regarding the conduct of or positions position taken in any such proceeding and with respect to be present at any meetings or proceedings with the relevant Taxing AuthorityOverlap Period.

Controversies. Purchaser or Seller, as applicable (athe “Tax Indemnified Party”) Buyer shall notify Seller or Purchaser, as applicable (the “Tax Indemnifying Party”) in writing writing, and in reasonable detail (taking into account the information then available), within ten thirty (1030) calendar days of the receipt by Buyer the Tax Indemnified Party or any of its Affiliates (it being understood that the Acquired Company shall be an Affiliate of Purchaser after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company for which Seller would the Tax Indemnifying Party may be required to indemnify any Buyer Indemnitee pursuant to this Agreement liable under Section 5.7(g) (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided, however however, that any delay or failure by ▇▇▇▇▇ to deliver give such notice within such time period notification shall not affect the indemnification provided in any way Seller's obligation for indemnification, Section 5.7(g) except if and to the extent Seller is the Tax Indemnifying Party shall have been actually and materially prejudiced therebyas a result of such delay or failure. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such For Tax Matter Matters relating solely to a Pre-Closing Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defenseSeller, Seller at its own expense, shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right exclusive authority to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiryTax Matter before the IRS, auditany other Taxing Authority, examination, assessment any other governmental agency or proceeding relating authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiriesinquiries and settling audits or lawsuits; provided, filing Tax Returns and contestinghowever, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If that Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Seller Purchaser or results in an indemnity obligation under this Agreement the Company for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of SellerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . Seller shall keep Seller Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller and Purchaser shall jointly represent the interests of the Company with respect to all Tax Matters relating to a Straddle Tax Period. Purchaser shall have the exclusive authority to represent the interests of the Company for any Tax Matter not described in the preceding two sentences, including the sole right to extend or waive the statute of limitations with respect to such Straddle Period Tax Matter, to respond to inquiries and willto settle any audits or lawsuits, provided that if such Tax Matter relates to a Tax for which Seller would be liable under Section 5.7(g) then Purchaser shall keep Seller fully informed regarding the progress of such Tax Matter and shall discuss in advance with Seller, in good faith, all significant strategic decisions relating to the Tax for which Seller would be liable. The party controlling the conduct of a Tax Matter under this Section 5.7(f) shall, in good faith, allow Seller the other party or Seller's its counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) Buyer shall notify Seller Sellers’ Representative in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments or other assessments, proceedings from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditassessment, examination, assessment proceeding or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Sellers’ Representative may, at Seller's its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b8.6.4(b)). If Seller Sellers’ Representative assumes such defense, Seller Sellers’ Representative shall have the authority, with respect to such Tax Matter, to represent the interests of thethe Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment assessment, proceeding or proceeding other similar event relating to a Straddle Period (a "“Straddle Period Tax Matter"”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then then: (ia) Seller Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's his own expense, separate from counsel employed by Buyer, (iib) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement Sellers without the prior written consent of SellerSellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iiic) Buyer shall keep Seller Sellers’ Representative informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller Sellers’ Representative or Seller's his counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer The Purchasers and the Sellers shall notify Seller cooperate fully, as and to the extent reasonably requested by the other party, in writing within ten (10) days connection with the preparation and filing of the receipt by Buyer or the Acquired Company of written notice of Returns pursuant to Section 8.1 and any inquiriesaudit, audits, examinations, assessments litigation or other proceedings from any Taxing Authority proceeding with respect to Taxes of the Acquired Company for which Seller would be required Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to indemnify such preparation and filing and to any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment litigation or similar event, other proceeding relating thereto and making employees reasonably available on a "Tax Matter"); provided, however that mutually convenient basis to provide additional information and explanation of any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnificationmaterial provided hereunder. (b) Notwithstanding Article XI, except if and with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the extent Seller is actually and materially prejudiced thereby. Seller maySellers shall be solely responsible for defending any audit, at Seller's own expense, participate in and, upon notice litigation or other proceeding with respect to Buyer, assume the defense Taxes of any such Tax Matter relating solely Seller or the Companies attributable to a any Tax period ending on or before prior to the Closing Date (but each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not a Straddle settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller and shall have the exclusive authority, with respect to such Tax Matterat their sole cost and expense, to represent the interests of theconduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (bd) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment Except as otherwise provided in Sections 8.2(a) or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter"8.2(b) and has subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defenseany audit or examination by any taxing authority, compromise initiate any claim for refund or other resolution of amend any such Straddle Period Tax MatterReturn, including responding to inquiriesand contest, filing Tax Returns resolve and contesting, defending defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period the income, assets or operations of the Companies. (e) Any Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement refund (other than with respect to such Straddle Period Tax Matter then Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Seller shall have the right (but not the duty) to participate in the defense of such Pre-Closing Periods or Pre-Closing Straddle Period Tax Matter and to employ counselPeriods, at Seller's own expense, separate from counsel employed by Buyer, or (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter Taxes paid prior to the extent that it adversely affects Closing Date, shall be the Tax liability property of Seller or results in an indemnity obligation the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement without (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the prior written consent property of Sellerthe Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which consent shall not be unreasonably withheldrepayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), conditioned or delayed, the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (iiiii) Buyer shall keep Seller informed the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the commencement, status Qualified Empire Zone Enterprise credits that were taken by such Person and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings (B) fully cooperate with the relevant Taxing AuthorityPurchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer shall notify Seller in writing within ten (10) days or any Affiliate of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company Holdco or Enginetics for which Seller would the Sellers may be required to indemnify any reimburse the Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any such inquiry, audit, examination, assessment matter set forth in clause (a) or similar event(b), a "“Tax Matter"”); provided, however however, that any the failure by ▇▇▇▇▇ to deliver provide such notice within such time period shall with respect to subclause (a) will not affect in any way Seller's obligation for indemnification, the Buyer’s right to indemnification under this Section 11.2 except if and to the extent Seller that the Sellers’ defense of such Tax Matter is actually demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and materially prejudiced therebySection 10.2 with respect to Tax liabilities resulting from the voluntary contact. Seller The Representative may, at Seller's own the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller the Representative assumes such defensedefense on behalf of the Sellers, Seller then the Representative shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company Holdco and Enginetics before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the Representative shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would the Representative has assumed such defense, then the Representative will be required entitled to indemnify any defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer Indemnitee pursuant jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement with respect to such Straddle Period Tax Matter then (i) Seller and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, solely at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller the Buyer, Holdco, Enginetics or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of Sellerthe Buyer, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, and (iii) Buyer . The Representative shall keep Seller the Buyer informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel the Buyer to consult with Buyer or its counsel the Representative regarding the conduct of or positions taken in any such proceeding proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to be present employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any meetings or proceedings such Tax Matter, and will reasonably cooperate with the relevant Taxing AuthorityRepresentative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Purchaser shall promptly notify the Sellers’ Representative upon receipt by Purchaser or any of its Affiliates (a) Buyer shall notify Seller in writing within ten (10) days including the members of the receipt by Buyer or the Acquired Company Group) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company relating to a Pre-Closing Tax Period for which Seller would Sellers may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller maySellers’ Representative, at Seller's own its sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, authority to represent the interests of the (b) Buyer has the right to represent the interests Sellers, or any member of the Acquired Company before the relevant Taxing Authority Group with respect to any inquiryTax Matter (and especially with respect to the Informal Contribution), auditthat relates exclusively to taxable periods that end on or prior to the Closing Date (and, examinationsolely with respect to the Informal Contribution, assessment to the Overlap Period, but only if the Closing occurs prior to January 1, 2025) before any Tax Authority, any other governmental agency or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") authority or any court and has shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Seller would be required to indemnify ; provided, however, that neither the Sellers’ Representative nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller of Sellers nor their Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of SellerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . Sellers’ Representative shall keep Seller Purchaser reasonably and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will. Sellers’ Representative shall, in good faith, allow Seller or Seller's counsel Purchaser to consult with Buyer or its counsel make comments to Sellers’ Representative, regarding the conduct of or positions taken in any such proceeding proceeding. In case of agreement between Sellers and Purchaser to be present at grant authority to the Purchaser with respect to any meetings Tax Matter that relates to the Informal Contribution, Purchaser shall file Returns following the same approach/reasoning that was applied in the Returns relating to taxable periods that end on or proceedings prior to the Closing Date with respect to the relevant Taxing AuthorityInformal Contribution.

Controversies. (a) Buyer shall notify Seller in writing within ten (10) days of Following the receipt by Buyer or the Acquired Company of written Closing, if a notice of any inquiriesdeficiency, auditsproposed adjustment, examinationsassessment, assessments audit, examination or other proceedings from any Taxing Authority administrative or court proceeding, suit, dispute or other claim with respect to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "“Tax Matter"); provided”) shall be received by the Shareholder, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume or the defense of Company (a “Notified Party”) from the IRS or any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the other taxing authority, with respect to Taxes for which another party may reasonably be expected to be liable pursuant to this Agreement, the Notified Party shall notify such other party in writing within five (5) days of receipt of such notice of such Tax Matter, to represent the interests of the. (b) Buyer has Except as set forth in Section 4.9(c) below, the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller Shareholder shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counselcontrol, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of settle or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability Matter relates exclusively to any Tax for which the Shareholder could be liable pursuant to Section 4.2, and to employ counsel of Seller their choice at their expense; provided, however, that if the settlement or results compromise of such Tax Matter could have an adverse effect on Buyer or the Company with respect to any Post-Closing Straddle Period or any Tax period commencing after the Closing Date: (i) the Shareholder shall keep Buyer reasonably informed as to the status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and Buyer shall have the right to review and comment on any correspondence from the Shareholder to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate (at Buyer’s own expense) in an indemnity obligation under this Agreement the conduct of such Tax Matter, and (ii) the Shareholder shall not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Buyer’s prior written consent of Sellerconsent, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to . If the commencement, status and nature Shareholder does not assume the defense of any such Straddle Period Tax Matter, Buyer may defend the Tax Matter in such manner as it may deem appropriate; provided, however, that the Shareholder may participate in such Tax Matter (at the Shareholder’s expense) and willBuyer may not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Shareholder’s prior written consent, in good faithwhich consent shall not be unreasonably withheld. (c) The Shareholder and Buyer jointly shall control any Tax Matter relating to Taxes for any period for which both the Shareholder, allow Seller or Seller's counsel to consult with on the one hand, and Buyer or its counsel regarding the conduct of Company, on the other hand, could be liable under this Agreement or positions taken in otherwise and neither Party shall settle or compromise any such Tax Matter without the other party’s prior written consent, which consent shall not be unreasonably withheld. All costs, fees and expenses paid to third parties in the course of such proceeding shall be borne by the Shareholder and Buyer in the same ratio as the ratio in which, pursuant to be present at any meetings or proceedings with the relevant Taxing Authorityterms of this Agreement, the Shareholder, on the one hand, and Buyer, on the other hand, would share the responsibility for payment of the Taxes which are the subject of such Tax Matter.

Controversies. (a) Buyer shall cause the Company to notify Seller Sellers in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would Sellers may be required to indemnify any Buyer Indemnitee pursuant to this Agreement responsible for payment, directly or indirectly (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Sellers’ Representative may, at Seller's own Sellers’ expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller Sellers’ Representative assumes such defense, Seller Sellers’ Representative shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and to employ counsel, at its own expense, separate from the counsel employed by Sellers. Sellers shall not enter into any settlement of, or otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to indemnify any Buyer Indemnitee pursuant to this Agreement time and shall consult with Sellers’ Representative with respect to such Straddle Period Tax Matter then (i) Seller Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter that Buyer or the Company is defending and to employ counsel, at Seller's their own expense, separate from counsel employed by Buyer, Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (iior to consent to the settlement or compromise of) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the commencement, status and nature extent the provisions of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings Section 10.4.1 conflict with the relevant Taxing Authorityprovisions of this Section 9.3, the provisions of this Section 9.3 shall control.

Controversies. (a) (i) Buyer shall notify Seller in writing within ten (10) days and the Surviving Company agree to give written notice to the Securityholder Representative of the receipt of any written notice by Buyer or the Acquired Company Companies which involves the assertion of any claim for Taxes for which the Securityholder Representative would reasonably be expected to be responsible under this Agreement, and (ii) the Securityholder Representative and the Securityholders agree to give written notice to Buyer of the receipt of any inquiries, audits, examinations, assessments written notice by the Securityholder Representative or other proceedings from such Securityholder which involves the assertion of any Taxing Authority with respect to claim for Taxes of the Acquired Company for which Seller would Buyer or the Surviving Company could reasonably be required expected to indemnify any Buyer Indemnitee pursuant to be responsible under this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter")Agreement; provided, however that any that, in the case of clauses (i) and (ii), the failure by ▇▇▇▇▇ to deliver give such notice within such time period shall not affect in any way Seller's obligation for indemnification, the indemnification provided hereunder except if and to the extent Seller is actually and materially the Indemnifying Party has been prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense as a result of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of thefailure. (b) Buyer has Notwithstanding anything herein to the right to represent contrary, including Section 10.5: (i) the interests Securityholder Representative will control the contest or resolution of the Acquired Company before the relevant Taxing Authority any Tax Proceeding with respect to a Pre-Closing Tax Period; provided, that the Securityholder Representative will obtain the prior written consent of Buyer (which consent will not be unreasonably withheld, delayed or conditioned) before entering into any inquirysettlement of a claim or ceasing to defend such claim; provided, auditfurther, examinationthat Buyer will be entitled to participate fully in the defense of such claim and to employ counsel of its choice for such purpose, assessment the fees and expenses of which separate counsel will be borne by Buyer; and (ii) Buyer will control the contest or proceeding relating resolution of any Tax Proceeding with respect to a Straddle Period Period; provided, that Buyer will obtain the prior written consent of Securityholder Representative (which consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a "Straddle Period Tax Matter") and has the right claim or ceasing to control the defensedefend such claim, compromise or other resolution of any such Straddle Period Tax Matterprovided, including responding further, that Securityholder Representative will be entitled to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to fully participate in the defense of such Straddle Period Tax Matter claim and to employ counselcounsel of its choice for such purpose, at Seller's own expense, the fees and expenses of which separate from counsel employed will be borne by Buyer, Securityholder Representative (ii) Buyer shall not enter into any settlement on behalf of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthoritySecurityholders).

Controversies. (a) Buyer Purchaser shall notify Seller Equityholders’ Representative in writing within ten (10) days of the receipt by Buyer Purchaser or any of the Acquired Company Companies of written notice of any inquiries, audits, examinations, assessments assessments, or other proceedings from any Taxing Authority with respect to Taxes of the Acquired Company Companies for which Seller the Equityholders would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement (any such inquiry, auditassessment, examination, assessment proceeding or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Equityholders’ Representative may, at Seller's his own expense, participate in and, upon notice to BuyerPurchaser and his: (i) irrevocable acknowledgement in writing of the Equityholders’ responsibility for and agreement to indemnify the Indemnified Parties for Indemnified Losses related to or resulting from any Tax Matters; and (ii) furnishing of satisfactory evidence of the Equityholders’ financial ability to indemnify the Indemnified Parties, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b10.7(b)). If Seller Equityholders’ Representative assumes such defense, Seller Equityholders’ Representative shall have the authority, with respect to such Tax Matter, to represent the interests of thethe relevant Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Purchaser has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Equityholders’ Representative. Equityholders’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, any of the Companies or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Equityholders’ Representative shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Purchaser or Purchaser’s counsel to consult with him regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer Purchaser has the right to represent the interests of the Acquired Company Companies before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment assessment, proceeding or proceeding other similar event relating to a Straddle Period (a "“Straddle Period Tax Matter"”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller the Equityholders would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement with respect to such Straddle Period Tax Matter then then: (iA) Seller Equityholders’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's his own expense, separate from counsel employed by BuyerPurchaser, (iiB) Buyer Purchaser shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement the Equityholders without the prior written consent of SellerEquityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iiiC) Buyer Purchaser shall keep Seller Equityholders’ Representative informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller Equityholders’ Representative or Seller's his counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (c) The provisions of this Section 10.7, to the extent they conflict with any provision in Section 11, supersede the provisions of Section 11. To the extent the provisions of this Section 10.7 do not conflict with the provisions of Section 11, the provisions of this Section 10.7 shall be read in concert with, and shall supplement, the provisions of Section 11.

Controversies. (a) Buyer shall cause the Company to notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's its own expense, participate in any Tax Matter and, upon notice to Buyer, assume the defense of any such Tax Matter relating that relates solely to a any Pre-Closing Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Seller. Seller shall not enter into any settlement of, or otherwise compromise any such Tax Matter without the prior written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed). Seller shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to indemnify any Buyer Indemnitee pursuant to this Agreement time and shall consult with Seller with respect to such Straddle Period Tax Matter then (i) Matter. Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer the Company. The Company shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, Seller (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, and (iii) Buyer shall keep if such settlement or compromise would cause Seller informed to be liable for actual payment of a majority of the settlement amount to be paid with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer Purchaser shall notify Seller Equityholders’ Representative in writing within ten (10) days of the receipt by Buyer Purchaser or any of the Acquired Company Companies of written notice of any inquiries, audits, examinations, assessments assessments, or other proceedings from any Taxing Authority with respect to Taxes of the Acquired Company Companies for which Seller the Equityholders would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement (any such inquiry, auditassessment, examination, assessment proceeding or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Equityholders’ Representative may, at Seller's his own expense, participate in and, upon notice to BuyerPurchaser and his: (i) irrevocable acknowledgement in writing of the Equityholders’ responsibility for and agreement to indemnify the Indemnified Parties for Indemnified Losses related to or resulting from any Tax Matters; and (ii) furnishing of satisfactory evidence of the Equityholders’ financial ability to indemnify the Indemnified Parties, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b10.7(b)). If Seller Equityholders’ Representative assumes such defense, Seller Equityholders’ Representative shall have the authority, with respect to such Tax Matter, to represent the interests of thethe relevant Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Purchaser has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Equityholders’ Representative. Equityholders’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, any of the Companies or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Equityholders’ Representative shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Purchaser or Purchaser’s counsel to consult with him regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer Purchaser has the right to represent the interests of the Acquired Company Companies before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment assessment, proceeding or proceeding other similar event relating to a Straddle Period (a "“Straddle Period Tax Matter"”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller the Equityholders would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement with respect to such Straddle Period Tax Matter then then: (iA) Seller Equityholders’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's his own expense, separate from counsel employed by BuyerPurchaser, (iiB) Buyer Purchaser shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement the Equityholders without the prior written consent of SellerEquityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iiiC) Buyer Purchaser shall keep Seller Equityholders’ Representative informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller Equityholders’ Representative or Seller's his counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (c) The provisions of this Section 10.7, to the extent they conflict with any provision in Section 11, supersede the provisions of Section 11. To the extent the provisions of this Section 10.7 do not conflict with the provisions of Section 11, the provisions of this Section 10.7 shall be read in concert with, and shall supplement, the provisions of Section 11. SECTION 11

Controversies. (ai) Buyer After the Closing Date, the Purchaser shall make a good faith effort to notify the Seller in writing within ten (10) days Business Days of the receipt by Buyer the Purchaser or any Affiliate of the Acquired Purchaser (including a DMS Shares Company or a DMS Subsidiary after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes relating to the Purchaser, the DMS Shares Companies, the DMS Subsidiaries, the JCPIIG Assets or the Other Assets for a Pre-Closing Tax Period for which, if determined adversely to the taxpayer, the Seller or the Parent may be liable under Section 4.6(g)(i); provided, however, that the Purchaser's failure to notify the Seller shall not affect the Purchaser's right to indemnification hereunder unless and to the extent that the Seller and/or the Parent is materially adversely affected thereby. (ii) In the case of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, an audit, examination, assessment administrative or similar event, judicial proceeding or other action (each a "Tax MatterProceeding") that relates to Pre-Closing Tax Periods, the Seller shall have the right, at its expense, to participate in and control the conduct of such Tax Proceeding but only to the extent that such Tax Proceeding relates solely to a potential adjustment for which the Seller and/or the Parent has in writing acknowledged that it will indemnify Purchaser for the amount of such potential adjustment as determined pursuant to such Tax Proceeding that is allocable to the Seller and/or the Parent under Sections 4.6(d) and 4.6(g) (the "Seller/Parent Potential Liability"); provided, however however, that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect the Purchaser also may participate, at its expense, in any way Seller's obligation for indemnification, except if and to such Tax Proceeding. If the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, and/or the Parent does not assume the defense of any such Tax Matter relating solely to a Tax period ending on or before Proceeding, the Closing Date (Purchaser may defend the same in such manner as it may deem appropriate, including, but not a Straddle Periodlimited to, which is governed by Section 7.7.5(b))the settling of such Tax Proceeding, after giving five-days' prior written notice to the Seller setting forth the terms and conditions of settlement. If there is a proposed adjustment that relates to an issue for which the Seller assumes such defense, and/or the Parent may be solely liable pursuant to Section 4.6(g)(i) but the Seller shall and the Purchaser have not finally determined the authority, Seller's sole liability with respect thereto, the Purchaser agrees to consult with the Seller and in good faith allow the Seller to participate in such Tax Matter, Proceeding in connection therewith until (A) a final determination is made as to represent the interests of the Seller's and/or the Parent's obligation to indemnify Purchaser for such proposed adjustment and/or (bB) Buyer has the right to represent Purchaser receives from the interests Seller and/or the Parent an acknowledgement in writing of the Acquired Company before Seller/Parent Potential Liability, in which case the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding provisions of the second preceding sentence shall control. In the event that issues relating to a Straddle Period (potential adjustment for which the Seller and/or the Parent have acknowledged its/their liability are required to be dealt with in the same Tax Proceeding as separate issues relating to a "Straddle Period Tax Matter") and has potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement Proceeding but only with respect to such Straddle Period Tax Matter then the latter issues. (iiii) With respect to issues relating to a potential adjustment for which the Seller shall and/or the Parent have acknowledged the right Seller/Parent Potential Liability and for which the Purchaser, any DMS Shares Company or any DMS Subsidiary may also be liable under Section 4.6(g)(ii), (but not the dutyA) to each party may participate in the defense of such Straddle Period Tax Matter and to employ counselProceeding, at Seller's own its expense, and (B) the Tax Proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate from counsel employed issues are otherwise controlled under this Section 4.6(f) by Buyerthe Purchaser and the Seller. (iv) Neither the Purchaser, (ii) Buyer the Seller, the Parent nor any Affiliate thereof shall not enter into any settlement of compromise or otherwise compromise agree to settle any such Straddle Period claim pursuant to any Tax Matter to Proceeding that would adversely affect the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement other party for any year without the prior written consent of Sellerthe other party, which consent shall may not be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller agree to cooperate, and (iii) Buyer shall keep Seller informed with respect the Purchaser agrees to cause each DMS Shares Company and each DMS Subsidiary to cooperate, in the commencement, status defense against and nature the compromise of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityProceeding.

Controversies. (a) Buyer shall The Purchaser will promptly notify Seller in writing within ten (10) days the Representative upon receipt by the Purchaser or any Affiliate of the receipt by Buyer or Purchaser (including the Acquired Surviving Corporation and any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits, examinations, assessments proceedings or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company for which Seller would the Stockholders and Optionholders may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, audit, examination, assessment proceeding or similar event, a "“Tax Matter"”); provided, however that any however, the failure by ▇▇▇▇▇ to deliver give such notice within such time period shall not affect in any way Seller's obligation for indemnification, the indemnification provided hereunder except if and to the extent Seller is actually and the indemnifying party has been materially prejudiced therebyas a result of such failure. Seller mayAs long as the Representative notifies the Purchaser, at Seller's own expense, participate in and, upon within 30 days of receiving the notice provided by the Purchaser pursuant to Buyer, assume the defense first sentence of any such Tax Matter relating solely this Section 11.09 of its intent to control a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests Representative, at the sole expense of the (b) Buyer has the right Stockholders and Optionholders, will have the authority to represent the interests of the Acquired Company before and the relevant Taxing Authority Company Subsidiaries with respect to any inquiryTax Matter for a taxable period ending on or prior to the Closing Date before the IRS, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") authority or any court or other Governmental Body and has will have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, any such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have ; provided, however, that the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall Representative will not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller the Purchaser, the Surviving Corporation or results in an indemnity obligation under this Agreement any of its Subsidiaries or any Affiliate of the foregoing for any period ending after the Closing Date without the prior written consent of Sellerthe Purchaser, which consent shall will not be unreasonably withheld, conditioned conditioned, or delayed. The Purchaser will be permitted, at the sole expense of the Purchaser, to participate in any Tax Matter controlled by the Representative. The Representative will: (i) keep the Purchaser fully and (iii) Buyer shall keep Seller timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter; (ii) promptly provide the Purchaser with all information, notices and willother communications received with respect to such Tax Matter (including any document requests, notices or proposed adjustment or similar reports or notices of deficiencies related to such Tax Matter); (iii) provide drafts of all memoranda, briefs and other communications to be filed with respect to such Tax Matter for review and comment by the Purchaser; (iv) in good faith, allow Seller or Seller's counsel the Purchaser to consult with Buyer or its counsel make comments to the Representative regarding the conduct of or positions taken in any such proceeding proceeding; and (v) permit representatives of the Purchaser to be present at attend and participate in any meetings or proceedings other conferences (including telephone conferences) with the relevant Taxing AuthorityIRS or other taxing authority with respect to any such Tax Matter. (b) If the Representative does not elect to control a Tax Matter pursuant to clause (a) of this Section 11.09, the Purchaser shall have the sole right, at its expense, to control any Tax Matter; provided, however, that neither the Purchaser nor any of its Affiliates will enter into any settlement of or otherwise compromise any Tax Matter for which the Stockholders and the Optionholders may have Liability under this Agreement without the prior written consent of the Representative, which consent will not be unreasonably withheld, conditioned or delayed. The Representative will be permitted, at the sole expense of the Stockholders and Optionholders, to participate in any Tax Matter controlled by the Purchaser. The Purchaser will: (i) keep the Representative fully and timely informed with respect to the commencement, status and nature of any such Tax Matter; (ii) promptly provide Representative with all information, notices and other communications received with respect to such Tax Matter (including without limitation any document requests, notices of proposed adjustment or similar reports or notices of deficiencies related to such Tax Matter); (iii) provide drafts of all memoranda, briefs and other communications to be filed with respect to such Tax Matter for review and comment by Representative; (iv) in good faith allow the Representative to make comments to the Purchaser regarding the conduct of or positions taken in any such proceeding; and (v) permit representatives of the Representative to attend and participate in any meetings or other conferences (including telephone conferences) with the IRS or other taxing authority with respect to any such Tax Matter.

Controversies. (a) Buyer shall notify Seller in writing within ten In the event of any proposed Tax audit, assessment, examination, claim or other Tax controversy or proceeding that relates to U.S. federal (10and applicable state, local and foreign) days partnership Income Tax Returns of the receipt Company (each such audit, assessment, examination, claim or other Tax controversy or proceeding, a “Partnership Tax Proceeding”), Buyer shall, or shall cause the Company to, promptly notify the Equityholder Representative of such Partnership Tax Proceeding. Such notice shall be accompanied by Buyer or the Acquired Company of written notice copies of any inquiries, audits, examinations, assessments notice or other proceedings documents received from any Taxing Authority with respect to Taxes such Partnership Tax Proceeding. The Equityholder Representative shall control, at the cost of the Acquired Company for Members, each Partnership Tax Proceeding; provided that Buyer shall have the right, at its sole cost and expense, to participate in such Partnership Tax Proceeding (which Seller would be required right shall include the right to indemnify any Buyer Indemnitee pursuant receive copies of all material documents furnished to this Agreement or received by Equityholder Representative or the Company’s partnership representative (any such inquiry, audit, examination, assessment or the designated individual) or similar eventrepresentative in connection with the Partnership Tax Proceeding, a "the right to be involved in oral communications, where practical, between the Equityholder Representative (or the Company’s partnership representative (or the designated individual) or similar representative) and any Taxing Authority, the right to be consulted about significant decisions made on behalf of the Company regarding the conduct of the Partnership Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and Proceeding to the extent Seller such decisions is actually reasonably likely to impact Buyer or any of its Affiliates (including any Company Entity), and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect provide input to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any Equityholder Representative regarding all such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Mattersignificant decisions). If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to To the extent that it any such Partnership Tax Proceeding is reasonably likely to adversely affects impact Buyer or any of its Affiliates (including any Company Entity), the Equityholder Representative shall not settle any such Partnership Tax liability of Seller or results in an indemnity obligation under this Agreement Proceeding without the prior written consent of Seller, which Buyer (such consent shall not to be unreasonably withheld, conditioned or delayed). (b) Following the Closing, Buyer shall control all other audits, assessments, examinations, claims or other Tax controversies or proceedings relating to any Company Entity that is not a Partnership Tax Proceeding; provided that, to the extent such audit, assessment, examination, claim or Tax controversy or proceeding could give rise to an indemnification payment pursuant to Section 7.6 (a “Specified Tax Proceeding”), Buyer shall (i) promptly notify the Equityholder Representative of such Specified Tax Proceeding (provided that Buyer’s failure to give such notice shall not affect the Members’ indemnification obligations under this Agreement except to the extent that the Members are materially adversely prejudiced as a result of such failure) and (iiiii) provide the Equityholder Representative with the right, at the Equityholder Representative’s sole cost and expense, to participate in such Specified Tax Proceeding (which right shall include the right to receive copies of all material documents furnished to or received by Buyer shall keep Seller informed or any of its Affiliates in connection with respect the Specified Tax Proceeding, the right to be involved in oral communications, where practical, between the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel Affiliates and any Taxing Authority, the right to be consulted about significant decisions made regarding the conduct of the Specified Tax Proceeding to the extent such decisions is reasonably likely to impact the Members and the right to provide input to the Buyer regarding all such significant decisions or positions taken proposed settlements, except, in any each case, where the proposed settlement of such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthoritySpecified Tax Proceeding does not exceed $75,000).

Controversies. (a) Buyer Parent shall promptly notify Seller the Representative in writing within ten (10) days of the upon receipt by Buyer Parent or any Affiliate of Parent (including the Acquired Company after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period ending prior to or ending on and including the Acquired Company Closing Date for which Seller would Shareholders may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller mayShareholders, at Seller's own their sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiryTax Matter before the Internal Revenue Service, auditany other taxing authority, examination, assessment any other Governmental or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") Regulatory Authority or any court and has shall have the sole right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Seller would be required to indemnify ; provided, that no Shareholders nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller of their Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Seller Parent, the Company or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of SellerParent, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (iii) Buyer . Shareholders shall keep Seller Parent fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will. Shareholders shall, in good faith, allow Seller or Seller's counsel Parent, at Parent’s sole expense, to consult with Buyer or its counsel make comments to Shareholders regarding the conduct of or positions taken in any such proceeding proceeding. (a) Except as otherwise provided in this Section 9.3, Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all taxable periods; provided, that Parent shall not, and shall cause its Affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Shareholders, which consent shall not be present at any meetings unreasonably withheld or proceedings with the relevant Taxing Authoritydelayed.

Controversies. Notwithstanding Section 9.6(c), this Section 10.4 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. Buyer shall promptly notify Seller: (a) Buyer shall notify Seller in writing within ten (10) days of the upon receipt by Buyer or the Acquired Company any Affiliate of written Buyer of any notice of any inquiries, auditsassessments, examinationsproceedings or similar events received from, assessments or other proceedings from on behalf of, any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would may be required to indemnify reimburse any Buyer Indemnitee pursuant to this Agreement Agreement; or (b) prior to Buyer or any Affiliate of Buyer making any voluntary contact with any Taxing Authority relating to a failure of the Company to file a Tax Return or pay Taxes for any Pre-Closing Tax Period (any such inquiry, audit, examination, assessment matter set forth in clause (a) or similar event(b), a "“Tax Matter"”); provided, however however, that any the failure by ▇▇▇▇▇ to deliver provide such notice within such time period shall with respect to subclause (a) will not affect in any way Seller's obligation for indemnification, Buyer’s right to indemnification under this Agreement except if and to the extent Seller that Seller’s defense of such Tax Matter is actually and materially prejudiced therebyby such failure. Seller may, at Seller's own expense, may participate in and, if such Tax Matter relates solely to a Tax for which Seller may be liable and upon notice to Buyer within 30 days of receipt of Buyer’s original notice, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes such defense, : (i) Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent represent, at its own expense, the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has Seller shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter; (ii) Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by Seller; (iii) Seller shall not enter into any settlement of or otherwise compromise such Tax Matter to the extent that it materially adversely affects the Tax liability of Buyer, the Company or any Affiliate of the foregoing without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Seller, if it has assumed the defense, shall keep Buyer informed with respect to the commencement, status and nature of such Tax Matter, and will reasonably cooperate with Buyer and consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required to indemnify does not assume the defense of any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter, or if any Tax Matter then does not relate solely to a Tax for which Seller may be liable, then: (iA) Buyer shall not enter into any settlement or otherwise compromise such Tax Matter to the extent it adversely affects the Tax liability of Seller without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; (B) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, solely at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iiiC) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow will reasonably cooperate with Seller or Seller's counsel to and consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityTax Matter.

Controversies. (a) Buyer shall cause the Company to notify Seller Sellers in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would Sellers may be required to indemnify any Buyer Indemnitee pursuant to this Agreement responsible for payment, directly or indirectly (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Sellers may, at Seller's their own expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes Sellers assume such defense, Seller Sellers shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and to employ counsel, at its own expense, separate from the counsel employed by ▇▇▇▇▇▇▇. Sellers shall not enter into any settlement of, or otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer Sellers shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers informed of the progress of such Tax Matter from time to indemnify any Buyer Indemnitee pursuant to this Agreement time and shall consult with Sellers with respect to such Straddle Period Tax Matter then (i) Seller Matter. Sellers shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter that Buyer or the Company is defending and to employ counsel, at Seller's their own expense, separate from counsel employed by Buyer, Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (iior to consent to the settlement or compromise of) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, Sellers (which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the commencement, status and nature extent the provisions of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings Section 10.4.1 conflict with the relevant Taxing Authorityprovisions of this Section 9.3, the provisions of this Section 9.3 shall control.

Controversies. (a) Buyer The Purchasers shall promptly notify the Seller in writing within ten (10) days upon receipt by the Purchasers or any affiliate of the receipt by Buyer or Purchasers (including Continental after the Acquired Company Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period ending on or prior to the Acquired Company Closing Date for which the Seller would may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided. The Seller, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way or his duly appointed representative (the "Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller mayRepresentative"), at Seller's own his sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, authority to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority Continental with respect to any inquiryTax Matter before the Internal Revenue Service, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") authority or any court and has shall have the sole right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contestingsettling audits; provided, defending however, that neither the Seller nor any of his affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchasers, Continental or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld. The Seller or the Seller's Represen- tative shall keep the Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Seller shall, in good faith, allow the Purchasers to make comments to the Seller or the Seller's Representative, regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 9.2, the Purchasers shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then the income, assets or operations of Continental for all taxable periods; provided, however, that the Purchasers shall not, and shall cause its affiliates (iincluding Continental) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counselto, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of any contest or otherwise compromise any such Straddle Period Tax Matter to the extent issue that it adversely affects or may affect the Tax liability of the Seller for any period ending on or results in an indemnity obligation under this Agreement prior to the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . The Purchasers shall keep the Seller or the Seller's Representative fully and timely informed with respect to the commencement, status and nature any written notice of any such Straddle Period inquiries, claims, assessments, audits or similar events that affect or may affect the Tax Matter, and will, in good faith, allow liability of the Seller for any period ending on or Seller's counsel prior to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.the

Controversies. (a) Buyer Parent shall promptly notify Seller in writing within ten (10) days of the Shareholder Representative upon receipt by Buyer Parent or any of its Affiliates (including following the Acquired Closing, for the avoidance of doubt, the Company and its Subsidiaries) of written notice of any inquiriesTax Matter, auditsprovided that Parent’s failure to give such notice shall not affect the Indemnification Shareholders’ indemnification obligations under this Agreement except to the extent that the Indemnification Shareholders are materially adversely affected as a result of such failure. The Shareholder Representative, examinationsat its expense, assessments or other proceedings from any Taxing Authority shall have the authority to represent the interests of the Company and its Subsidiaries with respect to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement Tax Matter provided that (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any i) such Tax Matter relating relates solely to a Tax period taxable periods of the Company and its Subsidiaries ending on or before the Closing Date and (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have ii) the authority, with respect Shareholder Representative provides written notice to Parent within twenty (20) days of becoming aware of such Tax Matter, to represent the interests Matter of the (b) Buyer has the right its election to represent the interests of the Acquired Company before the relevant Taxing Authority and its Subsidiaries with respect to such Tax Matter (any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period such Tax Matter", a “Shareholder Representative Tax Matter”) before any Taxing Authority and has shall have, subject to the other provisions of this Section 6.4, the sole right to control the defense, compromise or other resolution of a Shareholder Representative Tax Matter. The Shareholder Representative shall keep Parent fully and timely informed with respect to the commencement, status and nature of each Shareholder Representative Tax Matter and shall provide Parent with copies of all correspondence (including any such Straddle Period correspondence sent or received in electronic format) relating to each Shareholder Representative Tax Matter no later than five (5) days following the sending or receipt thereof. The Shareholder Representative shall, in good faith, allow Parent to make comments to the Shareholder Representative regarding the conduct of or positions taken in any Shareholder Representative Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller Parent shall have the right (but not the duty) to participate in the defense of such Straddle Period any Shareholder Representative Tax Matter and to employ counsel, at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer the Shareholder Representative. The Shareholder Representative shall not enter into any settlement or compromise of or otherwise compromise any such Straddle Period Tax Matter with any Taxing Authority, and shall not elect to the extent that it adversely affects the appeal, or seek judicial review of, any determination made with respect to a Shareholder Representative Tax liability of Seller or results in an indemnity obligation under this Agreement Matter without the prior written consent of Sellerthe Parent, which consent shall not be unreasonably conditioned, delayed or withheld. (b) Parent shall have the sole right to control any Tax Matter other than a Shareholder Representative Tax Matter. Except in the case of any Tax Matter that would have been a Shareholder Representative Tax Matter but for the fact that Shareholder Representative failed to provide Parent written notice of its election to represent the interests of the Company and its Subsidiaries with respect to such Tax Matter in accordance with Section 6.4(a), conditioned or delayedthe Parent shall, and shall cause the Company and its Subsidiaries to, (iiii) Buyer shall keep Seller the Shareholder Representative fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, (ii) in good faith, allow Seller or Seller's counsel the Shareholder Representative to consult with Buyer or its counsel make comments to the Parent regarding the conduct of or positions taken in such Tax Matter, (iii) allow the Shareholder Representative to participate at its own expense in such Tax Matter, and (iv) not enter into any such proceeding and to settlement or compromise without the prior written consent of the Shareholder Representative, which consent shall not unreasonably be present at any meetings conditioned, delayed, or proceedings with the relevant Taxing Authoritywithheld.

Controversies. (a) MSC shall promptly notify the Buyer shall notify Seller in writing within ten (10) days of the upon receipt by Buyer MSC or the Acquired Company any Affiliate thereof of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of related to the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement Purchased Assets and the Assumed Liabilities (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller mayMSC, at Seller's own is sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before the relevant Taxing Authority Sellers with respect to any inquiryTax Matter before the IRS, auditany other taxing authority, examination, assessment any other Governmental Entity or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") any court and has shall have the sole right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Seller ; provided that neither MSC nor any Affiliate thereof shall enter into any settlement of or otherwise compromise any Tax Matter that would or may reasonably be required expected to indemnify materially increase the Tax liability of the Buyer or any Buyer Indemnitee pursuant to this Agreement of its Affiliates with respect to such Straddle Period Tax Matter then the Purchased Assets or the Assumed Liabilities for any period without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. (ib) Seller Except as otherwise provided in Section 11.3(a) above, the Buyer shall have the sole right (but not to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return which the duty) Buyer is permitted or required to participate in file, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to the defense of such Straddle Period Tax Matter Purchased Assets and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) the Assumed Liabilities for all taxable periods; provided that the Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter that would or may reasonably be expected to the extent that it adversely affects materially increase the Tax liability of Seller the Sellers with respect to the Purchased Assets or results in an indemnity obligation under this Agreement the Assumed Liabilities for any period without the prior written consent of SellerMSC, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (ai) Buyer Purchaser shall notify Seller in writing within ten (10) 30 days of the receipt by Buyer Purchaser or any Affiliate of Purchaser (including Company or any Subsidiary after the Acquired Company Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company relating to a Pre-Closing Period for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement liable under Section 5.7(c)(i) (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such For Tax Matter Matters relating solely to a Tax taxable period ending that ends on or before the Closing Date (but not a Straddle Periodfor which Seller acknowledges in writing its liability under Section 5.7(c)(i), which is governed by Section 7.7.5(b)). If Seller assumes such defenseSeller, Seller at its own expense, shall have the authority, with respect to such Tax Matter, exclusive authority to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority or any Subsidiary with respect to any inquiry, audit, examination, assessment such Tax Matter before the IRS or proceeding relating to a Straddle Period (a "Straddle Period any other Tax Matter") authority or Government Entity or authority or any court and has shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any limitations with respect to such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contestingsettling audits or lawsuits; provided, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofhowever, or relating to, such Straddle Period Tax Matter. If that Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, Company or any Subsidiary for any Post-Closing Period, including any Straddle Period, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Seller shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller shall, in good faith, allow Purchaser or results Purchaser's counsel to consult with it regarding the conduct of or positions taken in an indemnity obligation under this Agreement any such proceeding. For Tax Matters relating to Straddle Periods, each of Seller and Purchaser may participate, at its own expense, in representing the interests of Company or any Subsidiary; provided that the representation shall be controlled by Purchaser; provided, further, that Purchaser shall not enter into any settlement of, or otherwise compromise, any such Tax Matter that adversely affects or may adversely affect the Tax liability of Seller, Company or any Subsidiary for any Pre- Closing Period, including any Straddle Period, without the prior written consent of Seller, which consent shall not be unreasonably withheld. (ii) For Tax Matters relating solely to a taxable period that begins after the Closing Date, conditioned Purchaser, Company or delayedany Subsidiary, as the case may be, at its own expense, shall have the exclusive authority to represent the interests of Company or any Subsidiary with respect to any such Tax Matter before the IRS or any other Tax authority or Government Entity or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Purchaser, Company or any Subsidiary, as the case may be shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax liability of Seller, Company or any Subsidiary for any Pre-Closing Period, including any Straddle Period, without the prior written consent of Seller, which consent shall not be unreasonably withheld. Only if and when a Tax Matter becomes reasonably expected to adversely affect the Tax Liability of Seller, Company or any Subsidiary for any Pre- Closing Period, Purchaser, Company or any Subsidiary, as the case may be, (iiiA) Buyer shall keep Seller fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, Matter and will, in good faith, allow (B) reasonably consider comments from Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and proceeding. (iii) In the event that Purchaser fails to notify Seller with respect to a Tax Matter in accordance with Section 5.7(d)(i), Seller shall not be present at any meetings or proceedings relieved of its obligation to indemnify Purchaser under this Agreement with respect to such Tax Matter except to the relevant Taxing Authorityextent that such failure to notify Seller prejudices Seller's ability to adequately defend against such Tax Matter.

Controversies. Notwithstanding Section 10.4, this Section 11.3 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. After the Closing Date, (a) Buyer The Buyer, the Company and the Subsidiary, on the one hand, and the Sellers, the Seller Representative and their Affiliates, on the other hand, shall promptly notify Seller in writing within ten (10) days of the each other upon receipt by Buyer or the Acquired Company such party of written notice of any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company or the Subsidiary for which Seller would the Sellers may be required to indemnify reimburse any Buyer Indemnitee pursuant to this Agreement Agreement, or (b) the Buyer shall promptly notify the Sellers Representative prior to the Buyer, the Company or the Subsidiary making any voluntary contact with any Taxing Authority relating to a failure of the Company or the Subsidiary to file a Tax Return or pay Taxes, or making any self-assessment of Taxes, for any Pre-Closing Tax Period or Straddle Period (any such inquiry, audit, examination, assessment matter set forth in clause (a) or similar event(b), a "“Tax Matter"”); provided, however however, that any the failure by ▇▇▇▇▇ to deliver provide such notice within such time period shall with respect to subclause (a) will not affect in any way Seller's obligation for indemnification, the Buyer’s right to indemnification under Section 10.2 except if and to the extent Seller that the Sellers Representative’s defense of such Tax Matter is actually and materially demonstrably prejudiced therebyby such failure; provided, further, that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. Seller The Sellers Representative may, at Seller's own Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller the Sellers Representative assumes such defense, Seller the Sellers Representative shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent Company and the interests of the Acquired Company Subsidiary before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the Sellers Representative shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would the Sellers Representative has assumed such defense, the Sellers Representative will be required entitled to indemnify any defend and settle such Tax Matter using the Indemnity Escrow Amount, and the Sellers Representative and the Buyer Indemnitee pursuant shall jointly instruct the Escrow Agent to release funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement with respect to such Straddle Period Tax Matter then (i) Seller and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, solely at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer the Sellers Representative. The Sellers Representative shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller the Buyer, the Company, the Subsidiary or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of Sellerthe Buyer, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, and (iii) Buyer . The Sellers Representative shall keep Seller the Buyer informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel the Buyer to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding proceeding. If the Sellers Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Sellers Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Sellers Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to be present employ counsel, at its own expense, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Sellers Representative informed with respect to the commencement, status and nature of any meetings or proceedings such Tax Matter, and will reasonably cooperate with the relevant Taxing AuthoritySellers Representative and consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. (a) Buyer shall cause the Acquired Companies to notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company Companies of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company Companies for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes such defense, Seller shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company Companies before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Seller. Seller shall not enter into any settlement of, or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Acquired Companies or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer. Seller shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to indemnify any Buyer Indemnitee pursuant to this Agreement time and shall consult with Seller with respect to such Straddle Period Tax Matter then (i) Matter. Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer the Acquired Companies. The Acquired Companies shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not Seller if such settlement or compromise would cause Seller to be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed liable for actual payment of a majority of the settlement amount to be paid with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Notwithstanding anything that may be to the contrary herein, this Section 10.4 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes of the VIE. Buyer shall promptly notify Seller in writing within ten (10) days of the upon receipt by Buyer or the Acquired Company any Affiliate of written Buyer of any audits, examinations, notice of any inquiries, auditsassessments, examinationsproceedings or similar events received from, assessments or other proceedings from on behalf of, any Taxing Authority with respect to Taxes of the Acquired Company VIE for which Seller would may be required to indemnify reimburse any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "“Tax Matter"”); provided, however however, that any the failure by ▇▇▇▇▇ to deliver provide such notice within such time period shall will not affect in any way Seller's obligation for indemnification, Buyer’s right to indemnification under this Agreement except if and to the extent Seller that Seller’s defense of such Tax Matter is actually and materially prejudiced therebyby such failure. Seller may, at Seller's own expense, participate in and, upon notice to Buyer within 30 days of receipt of Buyer’s original notice, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes such defense, : (i) Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company VIE before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has Seller shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any ; (ii) Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, solely at Seller's its own expense, separate from the counsel employed by Buyer, Seller; (iiiii) Buyer Seller shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it materially adversely affects the Tax liability of Buyer, the VIE or any Affiliate of the foregoing without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Seller, if it has assumed the defense, shall keep Buyer informed with respect to the commencement, status and nature of such Tax Matter, and will reasonably cooperate with Buyer and consult with it regarding the conduct of or positions taken in any such proceeding. If Seller does not assume the defense of any Tax Matter, then: (A) Buyer shall not enter into any settlement or results in an indemnity obligation under otherwise compromise such Tax Matter to the extent it could require the Seller to reimburse any Buyer Indemnitee pursuant to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; (B) Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from counsel employed by Buyer, and (iiiC) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow will reasonably cooperate with Seller or Seller's counsel to and consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityTax Matter.

Controversies. Notwithstanding Section 8.7(c), this Section 9.2 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. Buyer shall promptly notify the Seller Representative (a) Buyer shall notify Seller in writing within ten (10) days of the upon receipt by Buyer or the Acquired Company any Affiliate of written Buyer of any notice of any inquiries, audits, examinations, assessments or other proceedings Tax Matter from any Taxing Authority or (b) prior to Buyer, the Company or any Subsidiary initiating any Tax Matter with respect to Taxes of the Acquired Company for which any Taxing Authority. The Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Representative may, at Seller's own the Sellers’ expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter relating solely Matter; provided, however, that the failure to a Tax period ending on or before provide such notice with respect to the Closing Date (but first sentence of this Section 9.2 shall not a Straddle Period, which affect Buyer’s right to indemnification under Section 8.3 except to the extent the Sellers’ defense of such matter is governed demonstrably prejudiced by Section 7.7.5(b))such failure. If the Seller Representative assumes such defense, then the Seller Representative shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent Company and the interests of the Acquired Company Subsidiaries before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the Seller Representative shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Except with the prior written consent of Buyer, which consent shall not to be unreasonably withheld, conditioned or delayed, the Seller would be required Representative, in the defense of any such Tax Matter, shall not consent to indemnify the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting, or that results in criminal charges against, Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then or any of its Affiliates (i) Seller including, after the Closing Date, the Company or any Subsidiary). Buyer shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, solely at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer the Seller Representative. The Seller Representative shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects Buyer, the Company, the Subsidiaries or any Affiliate of the foregoing for a Post-Closing Tax liability of Seller or results in an indemnity obligation under this Agreement Period without the prior written consent of SellerBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . The Seller Representative shall keep Seller Buyer informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, Matter and will, in good faith, allow Seller or Seller's counsel Buyer to consult with Buyer or its counsel the Seller Representative regarding the conduct of or positions taken in any such proceeding Tax Matter. If the Seller Representative does not assume such defense, then Buyer shall have the authority, with respect to any Tax Matter, to represent the interests of the Company and to be present at any meetings or proceedings with the Subsidiaries before the relevant Taxing AuthorityAuthority and Buyer shall have the right to control the defense, compromise or other resolution of any such Tax Matter, subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any such Tax Matter and will, in good faith, allow the Seller Representative to consult with Buyer regarding the conduct of or positions taken in any such Tax Matter. The Seller Representative shall promptly notify Buyer upon receipt by any Seller or any Affiliate of any Seller of any notice from any Taxing Authority of any inquiry, audit, examination, contest, litigation, investigation, assessment, reassessment or any other proceeding or similar event with respect to Taxes of the Company or any Subsidiary. For the avoidance of doubt, except as otherwise provided in this Section 9.2, Buyer shall have the sole control of any inquiry, audit, examination, contest, litigation, investigation, assessment, reassessment or any other proceeding or similar event with respect to Taxes of or with respect to the Company or any Subsidiary.

Controversies. (a) Buyer shall notify Seller in writing within ten (10) days of the Sellers' Representative upon receipt by Buyer or the Acquired Company any Affiliate of written Buyer of any notice of any inquiries, auditsassessments, examinations, assessments Proceedings or other proceedings similar events received from any Taxing Governmental Authority with respect to Taxes of the Acquired Company for which Seller Sellers would be required to indemnify Buyer, the Company, or any Buyer Indemnitee of their Affiliates pursuant to this Agreement Section 11.1 (any such inquiry, auditassessment, examination, assessment Proceeding or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller The Sellers' Representative may, at Seller's own expensethe expense of Sellers, participate in any Tax Matter and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not Matter, other than a Straddle Period, which is governed by Section 7.7.5(b))Period Tax Matter. If Seller the Sellers' Representative assumes such defense, Seller shall the Sellers' Representative will have the authority, with respect to such any Tax Matter, to represent the interests of thethe Company before the relevant Governmental Authority and will have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Sellers' Representative. The Sellers' Representative must not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company, or any Affiliate of the foregoing for any Tax period beginning after the Closing Date ("Post-Closing Tax Period") or a Post-Closing Straddle Period without the prior written consent of Buyer. The Sellers' Representative must keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. (b) Buyer has will have the right to represent the interests of the Acquired Company before the relevant Taxing Governmental Authority with respect to any inquiry, auditassessment, examination, assessment Proceeding or proceeding other similar event relating to a Straddle Period (a "Straddle Period Tax Matter") and has will have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller Sellers would be required to indemnify Buyer, the Company or any Buyer Indemnitee of their Affiliates pursuant to this Agreement Section 11.1 with respect to such Straddle Period Tax Matter then then: (iA) Seller shall have the Sellers' Representative has the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (iiB) Buyer shall must not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement Sellers without the prior written consent of Sellerthe Sellers' Representative, which consent shall may not be unreasonably withheld, conditioned withheld or delayed, and (iiiC) Buyer shall must keep Seller the Sellers' Representative informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel the Sellers' Representative to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. Times Mirror shall have the right, at ------------- its own expense, to control any audit or examination by any taxing authority (a) Buyer shall notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written "Tax Audit"), initiate any claim for refund, contest, resolve and defend --------- against any assessment, notice of any inquiriesdeficiency, audits, examinations, assessments or other proceedings from adjustment or proposed adjustment relating to any Taxing Authority and all Taxes for any Pre-Closing Tax Period or any period preceding a Pre-Closing Tax Period with respect to TMHE and the TMHE Subsidiaries and any and all Taxes of Mosby and the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period TMIP Entities. McGraw-Hill shall not affect in any way Seller's obligation for indemnification, except if and to have the extent Seller is actually and materially prejudiced thereby. Seller mayright, at Seller's its own expense, participate in andto control any other Tax Audit, upon initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Buyer, assume Taxes with respect to TMHE and/or the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authorityTMHE Subsidiaries; provided that, with respect to such Tax Matterany state and local or foreign Taxes for any -------- ---- Straddle Period, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority McGraw-Hill shall consult with Times Mirror with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any issue that would affect Times Mirror, and not settle any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofissue, or file any amended return relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement issue, without the prior written consent of SellerTimes Mirror, which consent shall not unreasonably be unreasonably withheld. Where consent to a settlement is withheld by the other party pursuant to this Section 12.06, conditioned such other party may continue or delayedinitiate any further proceedings at its own expense, provided that the liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return. Times Mirror shall furnish McGraw-Hill, TMHE and (iii) Buyer shall keep Seller informed the TMHE Subsidiaries with respect its cooperation in a manner comparable to that described in Section 12.04 hereof to effect the commencement, status and nature purposes of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authoritythis Section 12.06.

Controversies. (a) Buyer shall cause the Company to notify Seller in writing within ten fifteen (1015) days Business Days of the receipt by Buyer or the Acquired Company of written any notice of any adverse inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such adverse inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however however, that any the failure by ▇▇▇▇▇ to deliver give such notice within such time period to Seller shall not affect in relieve Seller of any way Seller's indemnification or other obligation for indemnification, under Article 9 or this Article 10 except if and to the extent that Seller is actually and materially prejudiced thereby. Seller may, at Seller's its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter; if (i) Seller shall have conclusively established in writing its obligation to indemnify the Company with respect to such Tax Matter relating solely to and all Losses related thereto, and (ii) if Seller at all times conducts the defense of the Tax Matter in good faith and in a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))reasonably diligent manner. If Seller assumes such defense, Seller shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If In any event, with respect to any Tax Matter the defense of which Seller would be required to indemnify controls, Seller shall (i) provide Buyer with copies of all correspondence, notices and other written material received from any Buyer Indemnitee pursuant to this Agreement Taxing Authority with respect to such Tax Matter and shall otherwise keep Buyer reasonably apprised of all developments with respect to such Tax Matter, (ii) provide Buyer with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Matter, (iii) invite Buyer to attend any meeting and listen to any previously-scheduled calls, or calls initiated by Seller, with any Taxing Authority with respect to such Tax Matter, and (iv) unless the Tax Matter relates to a Straddle Period or Seller does not conclusively establish in writing its obligation to indemnify the Buyer Indemnitees for any Loss related to or arising from such Tax Matter, not allow the Company to settle or otherwise resolve any deficiency, reassessment, adjustment or assertion of claim or demand without the prior written approval of Buyer (such consent not to be unreasonably delayed or withheld to the extent such settlement does not materially and adversely affect the Company or Buyer). Buyer has the right (but not the duty) to participate in the defense of such Tax Matter then and to employ counsel, at its own expense, separate from the counsel employed by Seller. If Seller does not assume the defense of such Tax Matter, Buyer shall (i) provide Seller with copies of all correspondence, notices and other written material received from any Taxing Authority with respect to such Tax Matter and shall otherwise keep Seller fully apprised of all developments with respect to such Tax Matter, (ii) provide Seller with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Matter, (iii) invite Seller to attend any meeting and listen to any previously-scheduled calls, or calls initiated by Buyer, with any Taxing Authority with respect to such Tax Matter, and (iv) not allow the Company to settle or otherwise resolve any deficiency, reassessment, adjustment or assertion of claim or demand without the prior written approval of Seller (such consent not to be unreasonably delayed or withheld to the extent such settlement does not materially and adversely affect Seller); provided that the prior written approval of Seller shall not be required for any settlement or resolution which does result in any indemnification liability to Seller pursuant to this Agreement. Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer the Company. The Company shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep if such settlement or compromise would cause Seller informed to be liable for actual payment of a majority of the settlement amount to be paid with respect to such Tax Matter. Any contrary provision of this Section 10.4 notwithstanding, Seller shall not have the commencementright to control any Tax Matter if (A) the Taxes claimed by such Taxing Authority relate to a Straddle Period, status and nature or (B) as a result of any the position which Seller desires to assert in such Straddle Period Tax Matter, and will, in good faith, allow Seller the Taxes payable by the Company or Seller's counsel to consult with Buyer or its counsel regarding for any period ending after the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityClosing Date may increase.

Controversies. (a) Buyer Parent shall promptly notify Seller in writing within ten (10) days of the Shareholders’ Representative upon receipt by Buyer Parent or any Affiliate of Parent (including the Acquired Company after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period (or portion thereof) ending on or prior to the Acquired Company Closing Date for which Seller would Shareholders may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided, however provided that any the failure by ▇▇▇▇▇ to deliver such notice within such time period so notify Shareholders’ Representative of the claim shall not affect in any way Seller's obligation for indemnificationrelieve the Shareholders’ of their indemnification obligations under Section 9.02, except if unless (and then solely to the extent Seller is extent) that Shareholders were actually and materially prejudiced therebyby such failure. Seller mayShareholders or Shareholders’ Representative, at Seller's own Shareholders’ sole cost and expense, participate in andthrough reputable counsel reasonably acceptable to Parent, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company with respect to, and the sole right to control, any matter (solely to the extent such matter exclusively addresses matters that are Tax Matters) before the relevant Taxing Authority with respect to IRS, any inquiry, audit, examination, assessment other taxing authority or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") any other Governmental Entity and has shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify ; provided, that neither Shareholders’ Representative, any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller Shareholder nor any of Shareholders’ Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement Matter, without the prior written consent of SellerParent, which consent shall not be unreasonably withheld, conditioned or delayed. Shareholders or Shareholders’ Representative shall keep Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter controlled by Shareholder or Shareholders’ Representative. Shareholders’ Representative shall, in good faith, allow Parent to make comments to Shareholders or Shareholders’ Representative, regarding the conduct of or positions taken in any such proceeding, which comments shall be taken into account in good faith. (b) Except as otherwise provided in Section 7.02(a), or if Shareholders do not timely elect to control a proceeding pursuant to Section 7.02(a), Parent shall have the sole right to control any matter relating to Taxes of the Company before the IRS, any other taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any such matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such matter; provided, however, that Parent shall not, and shall cause the Company not to, enter into any settlement of any contest or otherwise compromise any issue with respect to Taxes relating to a taxable period (iiior portion thereof) Buyer ending on or prior to the Closing Date for which Shareholders may be liable under this Agreement without the prior written consent of Shareholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall keep Seller Shareholders’ Representative fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and willmatter. Parent shall, in good faith, allow Seller or Seller's counsel Shareholders’ Representative to consult with Buyer or its counsel make comments to Parent, regarding the conduct of or positions taken in any such proceeding proceeding, which comments shall be taken into account in good faith. (c) To the extent of any inconsistency between this Section 7.02 and to be present at any meetings or proceedings with the relevant Taxing AuthoritySection 9.06, this Section 7.02 shall control.

Controversies. (a) Buyer Purchaser shall promptly notify Seller in writing within ten (10) days of the upon receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Acquired Company after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from similar events relating to Taxes (any Taxing Authority such inquiry, claim, assessment, audit, examination, or similar event, a “Tax Matter”) with respect to Taxes of the Acquired Company or its income, assets or operations for which Seller would be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Agreement. Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own ’s sole cost and expense, participate in and, upon notice shall have the authority to Buyer, assume represent the defense interests of the Company with respect to any such Tax Matter relating solely to a Tax Taxes of the Company or with respect to its income, assets, or operations for any taxable year or other taxable period ending that ends on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to any such Tax Matter, to represent the interests of the (ba “Pre-Closing Tax Matter”) Buyer has the right to represent the interests of the Acquired Company before the relevant IRS, any other Taxing Authority with respect to or any inquiryother Governmental Entity, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has shall have the right to control the defense, compromise or other resolution of any such Straddle Period Pre-Closing Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Pre-Closing Tax Matter. If ; provided, however, that neither Seller would be required to indemnify nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Pre-Closing Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Seller Purchaser, the Company or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that begins on the day after the Closing Date, without the prior written consent of SellerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . Seller shall keep Seller Purchaser fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Pre-Closing Tax Matter, and will. Seller shall, in good faith, allow Seller or Purchaser, at Purchaser’s sole cost and expense, to make comments to Seller's counsel to consult with Buyer or its counsel , regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityPre-Closing Tax Matter.

Controversies. (a) Buyer The Purchaser shall promptly notify Seller the Shareholders' Agent in writing within ten (10) days upon receipt by the Purchaser or any Affiliate of the receipt by Buyer or Purchaser (including the Acquired Company Companies after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period ending prior to or ending on and including the Acquired Company Closing Date for which Seller would the Shareholders may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided. The Shareholders' Agent, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to or its duly appointed representative (the extent Seller is actually and materially prejudiced thereby. Seller may"Shareholders' Representative"), at Seller's own expenseits expense on behalf of the Shareholders, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before the relevant Taxing Authority Companies with respect to any inquiryTax Matter before the IRS, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") authority or any court and has shall have the sole right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have ; provided, however, that the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer Shareholders' Agent shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Seller the Purchaser, the Companies or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned the Purchaser. The Shareholders' Agent or delayed, and (iii) Buyer the Shareholders' Representative shall keep Seller the Purchaser fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will. The Shareholders' Agent shall, in good faith, allow Seller the Purchaser, at its sole expense, to make comments to the Shareholders' Agent or Seller's counsel to consult with Buyer or its counsel the Shareholders' Representative, regarding the conduct of or positions taken in any such proceeding Proceeding. Except as otherwise provided in this Section 10.2, the Purchaser shall have the sole right to control any audit or examination by any Taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Companies for all taxable periods; provided, however, that the Purchaser shall not, and shall cause its Affiliates (including the Companies) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Agent, which consent shall not be present at any meetings or proceedings with the relevant Taxing Authorityunreasonably withheld.

Controversies. (a) Buyer Purchaser shall notify Seller in writing regarding, and within ten fifteen (1015) days of of, the receipt by Buyer Purchaser or the Acquired Company any of written its Affiliates of notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Seller Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided, however however, that any the failure by ▇▇▇▇▇ of Purchaser to deliver provide such timely notice within such time period to Seller shall not affect in any way Seller's obligation for indemnificationrelieve Seller of its indemnification obligations pursuant to this Agreement, except if if, and only to the extent Seller is actually and materially prejudiced therebythat, such failure adversely affects Seller’s ability to contest such Tax Matter. Seller maySeller, at Seller's own its sole expense, participate in and, upon notice will have the authority to Buyer, assume control the defense resolution of any Tax Matter before any Taxing Authority to the extent that such Tax Matter relating solely relates to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, items with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If which Seller would be required is obligated to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Purchaser hereunder; provided, however, that Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of SellerPurchaser, which consent shall will not be unreasonably withheld, conditioned withheld or delayed; provided, further, that Purchaser or its designee shall be entitled to participate in any such defense with separate counsel at the expense of Seller (to the extent that such expense is reasonable) if so requested by Seller or if, in the reasonable opinion of counsel to Purchaser, a conflict or potential conflict exists between Seller and (iii) Buyer Purchaser that would make such separate representation advisable. In all other cases, Purchaser shall be entitled to participate in any such defense at its own expense. The withholding of Purchaser’s consent to a settlement or other compromise shall be deemed reasonable if such settlement or other compromise could reasonably be expected to have an adverse impact on Purchaser or any of its Affiliates in any Straddle Period or any period beginning after the Closing Date. Seller will keep Seller Purchaser fully and timely informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and . Seller will, in good faith, allow Seller or Seller's Purchaser and its counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and proceeding. Where consent is properly withheld by Purchaser pursuant to be present this Section 5.7(d), Purchaser may continue or initiate any further proceedings at any meetings or proceedings with the relevant Taxing Authorityits own expense.

Controversies. Notwithstanding Section 10.4(c), this Section 11.4 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Sellers (a) upon receipt by the Buyer shall notify Seller in writing within ten (10) days or any Affiliate of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, audits, examinations, assessments or other proceedings Tax Matter from any Taxing Authority whether in writing or otherwise or (b) prior to the Buyer, Etratech HK and its Subsidiaries initiating any Tax Matter with any Taxing Authority; provided, however, that the failure to provide such notice will not negate the Buyer’s right to indemnification under this Section 11.4 and Section 10.2 with respect to Taxes Tax liabilities resulting from the Tax Matter unless such failure to provide such notice results in the expiry of the Acquired Company for any time period within which Seller Etratech HK and its Subsidiaries would be required have been able to indemnify any Buyer Indemnitee pursuant to this Agreement (object or otherwise contest any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller The Sellers may, at Seller's own the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes the Sellers assume such defense, Seller the Sellers shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company Etratech HK and its Subsidiaries before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the Sellers shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing and SHARE AND ASSET PURCHASE AGREEMENT (a) Buyer shall not enter into any settlement or otherwise compromise any such Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice Matter to the extent it adversely affects the liability of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee Sellers pursuant to this Agreement with respect to such Straddle Period Tax Matter then Article 10 without the prior written consent of the Sellers, which consent shall not be unreasonably conditioned, withheld or delayed, and (ib) Seller the Sellers shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iiic) Buyer shall keep Seller the Sellers informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to will reasonably cooperate with the Sellers and consult with Buyer or its counsel the Sellers regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) Buyer shall promptly notify Seller in writing within ten (10) days of the Stockholders’ Representatives upon receipt by Buyer or any affiliate of Buyer (including the Acquired Company and its Subsidiaries after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of relating to a taxable period ending on or prior to the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement Closing Date (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "“Tax Matter"”); provided. The Stockholders’ Representatives, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation at their sole expense (except, for indemnificationthe avoidance of doubt, except if and to the extent Seller is actually and materially prejudiced thereby. Seller maythe Stockholders’ Representatives may be reimbursed by the Preferred Stockholders pursuant to separate agreement), at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before the relevant Taxing Authority and its Subsidiaries with respect to any inquiryTax Matter before the IRS, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") authority or any court and has shall have the sole right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Seller would be required to indemnify ; provided, however, that neither any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller Stockholders’ Representative nor any affiliates thereof shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Seller Buyer, the Company or results in an indemnity obligation under this Agreement any of its Subsidiaries or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of SellerBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (iii) Buyer . The Stockholders’ Representatives shall keep Seller the Buyer fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will. The Stockholders’ Representatives shall, in good faith, allow Seller or Seller's counsel Buyer to consult with Buyer or its counsel make comments to the Stockholders’ Representatives regarding the conduct of or positions taken in any such proceeding proceeding. (b) Except as otherwise provided in Section 9.6(a) above, Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company and its Subsidiaries for all taxable periods; provided, however, that Buyer shall not, and shall cause its affiliates (including the Company and its Subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Stockholders’ Representatives, which consent shall not be present at any meetings unreasonably withheld or proceedings with the relevant Taxing Authoritydelayed.

Controversies. (a) Buyer shall cause the Company to notify Seller Sellers’ Representative in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments Proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for a Pre-Closing Tax Period which Seller would Sellers or Holdco may be required to indemnify any Buyer Indemnitee pursuant to this Agreement responsible for payment, directly or indirectly (any such inquiry, auditassessment, examinationProceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Sellers’ Representative may, at Seller's his own expense, participate in and, upon written notice to BuyerB▇▇▇▇, assume the defense of any such Tax Matter relating solely Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to a Tax Matter related solely to any taxable period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b“Seller Tax Contest”)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Seller Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Seller Tax Matter that Sellers’ Representative is defending and to employ counsel, at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of of, or otherwise compromise compromise, any such Straddle Period Seller Tax Matter to the extent that it the resolution of such Seller Tax Matter could reasonably be expected to adversely affects affect the Tax liability of Seller Buyer, the Company or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer Buyer. Sellers’ Representative shall keep Seller Buyer informed with respect to the commencement, status status, and nature of any such Straddle Period Seller Tax Matter, and will, in good faith, allow Seller or Seller's counsel Buyer to consult with Buyer or its counsel him regarding the conduct of or positions taken in any such proceeding Proceeding. With respect to all other Tax Matters or if Sellers’ Representative does not assume the defense of a Seller Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and shall consult with Sellers’ Representative with respect to such Tax Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, at his own expense, separate from counsel employed by Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Sellers’ Representative if such settlement or compromise would cause Sellers or Holdco to be present at liable for actual payment of any meetings part of the settlement amount to be paid with respect to such Tax Matter or proceedings with increase Sellers’ or Holdco’s liability for Taxes under this Article 9. In the relevant Taxing Authority.event of any conflict between this Section 9.3 and Section 10.4, this Section 9.3 shall control

Controversies. (a) This Section 10.5 will control any Tax Matters. The Buyer shall promptly notify Seller in writing within ten (10) days of the Sellers Representative upon receipt by Buyer the Buyer, the Blocker, the Company or the Acquired Company any of written their Affiliates of any notice of any inquiries, audits, examinations, assessments or other proceedings Tax Matter from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement Pre-Closing Tax Period or Straddle Period (any such inquiry, audit, examination, assessment or similar event, a "“Pre-Closing Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller The Sellers Representative may, at Seller's own the Sellers’ expense, participate in and, and upon notice to the Buyer, assume the defense of any such Pre-Closing Tax Matter relating that relates solely to income Taxes for a Pre-Closing Tax period ending on or before the Closing Date Period (but not a Straddle Period, which is governed by Section 7.7.5(b)“Sellers Tax Matter”). If Seller the Sellers Representative assumes such defense, Seller shall have the authority, with respect to such defense of a Sellers Tax Matter, to represent then the interests of the (b) Buyer has Sellers Representative will have the right authority to represent the interests of the Acquired Company and the Company Subsidiaries before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the Sellers Representative will have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Sellers Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then ; provided, that (i) Seller shall the Sellers Representative may not enter into any settlement or otherwise compromise any such Sellers Tax Matter without the prior written consent of the Buyer (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Buyer will have the right (but not the duty) to participate in the defense of such Straddle Period Sellers Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayedSellers Representative, and (iii) Buyer the Sellers Representative shall keep Seller the Buyer informed with respect to the commencement, status and nature of any such Straddle Period Sellers Tax Matter, Matter and will, will (in good faith, ) allow Seller or Seller's counsel the Buyer to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding proceeding. (b) With respect to any Pre-Closing Tax Matter that is not a Sellers Tax Matter (including, for the avoidance of doubt, if the Sellers Representative does not assume the defense of such Pre-Closing Tax Matter pursuant to Section 10.5(a)), then the Buyer will have the authority, with respect to any such Pre-Closing Tax Matter, to represent the interests of the Blocker, the Company and to be present at any meetings or proceedings with the Company Subsidiaries before the relevant Taxing AuthorityAuthority and the Buyer will have the right to control the defense, including responding to inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, that (i) the Buyer may not enter into any settlement or otherwise compromise any such Pre-Closing Tax Matter to the extent it adversely affects the Tax liability of any of the Sellers without the prior written consent of the Sellers Representative (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Sellers Representative will have the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Sellers Representative informed with respect to the commencement, status and nature of any such Pre-Closing Tax Matter and will (in good faith) allow the Sellers Representative to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. (a) The Sellers’ Representative, at least 10 days prior to the expiration of any deadline to appeal, shall promptly notify Buyer shall notify Seller in writing within ten (10) days of the upon receipt by Buyer the Sellers’ Representative or the Acquired any Company Unitholder of written notice of any inquiriesTax Matter with respect the Company or any of its Subsidiaries, auditsand Buyer shall, examinationsat least 10 days prior to the expiration of any deadline to appeal, assessments notify the Sellers’ Representative upon receipt by Buyer or other proceedings from any Taxing Authority of its Affiliates of written notice of any Tax Matter in each case with respect to Income Taxes of the Acquired for a Pre-Closing Tax Period. The Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller mayUnitholders, at Seller's own their sole cost and expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiryTax Matter provided that (i) such Tax Matter relates solely to Pre-Closing Income Tax Returns, audit, examination, assessment (ii) neither Buyer nor any of its Affiliates is reasonably expected to have any liability with respect to such Tax Matter (determined without regard to any Buyer R&W Insurance Policy or proceeding relating other indemnification) and (iii) the Company Unitholders provide written notice to a Straddle Period Buyer within twenty (a "Straddle Period 20) days of becoming aware of such Tax Matter of its election to represent the interests of the Company with respect to such Tax Matter (any such Tax Matter", a “Unitholder’s Tax Matter”) before any Taxing Authority and has shall have, subject to the other provisions of this Section 7.3, the sole right to control the defense, compromise or other resolution of a Unitholder’s Tax Matter. The Sellers’ Representative shall keep Buyer informed with respect to the commencement, status and nature of the Unitholder’s Tax Matter and shall provide Buyer with copies of all correspondence (including any such Straddle Period correspondence sent or received in electronic format) relating to the Unitholder’s Tax Matter no later than five (5) Business Days following the sending or receipt thereof. The Sellers’ Representative shall, in good faith, allow ▇▇▇▇▇ to make comments to the Sellers’ Representative regarding the conduct of or positions taken in any Unitholder’s Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period any Unitholder’s Tax Matter and to employ counsel, at Seller's its own expense, separate from the counsel employed by Buyer, (ii) Buyer the Sellers’ Representative. The Sellers’ Representative shall not enter into any settlement or compromise of or otherwise compromise any such Straddle Period Tax Matter with any Taxing Authority, and shall not elect to the extent that it adversely affects the appeal, or seek judicial review of, any determination made with respect to a Unitholder’s Tax liability of Seller or results in an indemnity obligation under this Agreement Matter without the prior written consent of SellerBuyer, which consent shall not be unreasonably conditioned, delayed or withheld, conditioned or delayed, and . (iiia) Buyer shall have the sole right to control any Tax Matter other than a Unitholder’s Tax Matter. In the case of any Tax Matter that would have been a Unitholder’s Tax Matter but for the fact that the Company Unitholders failed to provide Buyer written notice of their election to represent the interests of the Company with respect to such Tax Matter in accordance with 0, Buyer shall, and shall cause the Company to, (i) keep Seller the Sellers’ Representative reasonably informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, (ii) in good faith, allow Seller or Seller's counsel the Sellers’ Representative to consult with make comments to Buyer or its counsel regarding the conduct of or positions taken in such Tax Matter, (iii) allow the Sellers’ Representative to participate at its own expense in such Tax Matter, and (iv) not enter into any such proceeding and settlement or compromise without the prior written consent of the Sellers’ Representative, which consent shall not unreasonably be conditioned, delayed, or withheld. (b) The Company shall elect (or cause to be present at elected) the application of Section 6226(a) of the Code with respect to any meetings “imputed underpayment” or proceedings other “partnership adjustment” relating to any Pre-Closing Tax Period. This Section 7.3(b) shall apply mutatis mutandis with respect to any corresponding or similar provision of state, local, or non-U.S. Law. (c) This Section 7.3, and not, to the relevant Taxing Authorityextent inconsistent with this Section 7.3, Section 9.5, shall apply to Tax Matters.

Controversies. If any Taxing Authority issues to any Acquired Company or any of its Affiliates any written notice of any inquiries, assessments, proceedings or similar events with respect to any Seller Tax Obligations for which the Seller may be liable pursuant to the terms of this Agreement (a) any such inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”), Buyer shall will notify Seller in writing Sellers’ Representative within ten (10) days of receipt of such notice. Buyer shall have the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments or other proceedings from any Taxing Authority with respect exclusive right to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (control any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"), at its own expense; provided, however however, that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Sellers’ Representative may, at Seller's Sellers’ Representative’s own expense, participate in and, upon written notice to Buyer, assume the defense of any Tax Matter to the extent such Tax Matter relating relates solely to a Tax period ending on or before the prior to Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Date. If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall Sellers’ Representative will not enter into any settlement of of, or otherwise compromise compromise, any such Straddle Period Tax Matter for which Sellers’ Representative assumes the defense to the extent that it such settlement or compromise is reasonably expected to adversely affects affect the Tax liability of Seller Buyer, the Acquired Companies or results in an indemnity obligation under this Agreement any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of SellerBuyer, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed, and (iii) . Sellers’ Representative will keep Buyer shall keep Seller informed with respect to the commencement, status status, and nature of any such Straddle Period Tax MatterMatter that Sellers’ Representative is controlling, and will, in good faith, allow Seller or Seller's counsel Buyer to consult with Buyer or its counsel Sellers’ Representative regarding the conduct of or positions taken in any such proceeding Tax Matter. If Sellers’ Representative does not (or cannot, under the terms of this Agreement) assume the defense of a Tax Matter, Buyer will keep Sellers’ Representative informed of the progress of that Tax Matter from time to time and will consult with Sellers’ Representative with respect to that Tax Matter. Neither Buyer nor any of the Acquired Companies will have the right to settle (or to consent to the settlement or compromise of) that Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed, if the settlement or compromise would cause the Seller to be present at responsible for any meetings or proceedings part of the settlement amount to be paid with the relevant Taxing Authorityrespect to that Tax Matter.

Controversies. (a) Buyer shall notify Seller Sellers’ Representative in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments assessments, or other proceedings from any Taxing Authority with respect to Taxes (i) of the Acquired Company or (ii) described in clause (x) of Section 2.4.2 for which Seller the Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditassessment, examination, assessment proceeding or similar event, a "“Tax Matter"”); provided, however however, that any failure by ▇▇▇▇▇ Buyer to deliver such notice within such time period shall not affect in any way Seller's the Sellers’ obligation for indemnification, except if and to the extent Seller is the Sellers are actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of Buyer or the Acquired Company Company, as applicable, before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") Matter and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's his own expense, separate from counsel employed by Buyer, (ii) . Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement the Sellers without the prior written consent of SellerSellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) . Buyer shall keep Seller Sellers’ Representative informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller Sellers’ Representative or Seller's his counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) The Buyer shall notify Seller in writing within ten (10) days the Shareholder Representative upon receipt by the Buyer or any Affiliate of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments Proceedings or other proceedings similar events received from any Taxing Governmental Authority with respect to Taxes of the Acquired Company or any Subsidiary for which Seller the Representing Sellers would be required to indemnify the Buyer, the Company, any Buyer Indemnitee such Subsidiary or any of their Affiliates pursuant to this Agreement Article 11 other than a Straddle period Tax Matter (any such inquiry, auditassessment, examination, assessment Proceeding or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller The Shareholder Representative may, at Seller's own expensethe expense of the Sellers, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller the Shareholder Representative assumes such defense, Seller shall the Shareholder Representative will have the authority, with respect to such any Tax Matter, to represent the interests of thethe Company and the Subsidiaries before the relevant Governmental Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. The Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Shareholder Representative. The Shareholder Representative must not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, the Company, any Subsidiary or any Affiliate of the foregoing for a Post-Closing Tax Period or Post-Closing Straddle period without the prior written consent of the Buyer, which will not be unreasonably withheld or delayed. The Shareholder Representative must keep the Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. (b) The Buyer has shall have the right to represent the interests of the Acquired Company and the Subsidiaries before the relevant Taxing Governmental Authority with respect to any inquiry, auditassessment, examination, assessment Proceeding or proceeding other similar event relating to a Straddle Period taxable period that begins before but does not end on the Closing Date (a "Straddle Period Tax Matter") and has shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller the Representing Sellers would be required to indemnify the Buyer, the Company, any Buyer Indemnitee pursuant to this Agreement Subsidiary or any of their Affiliates with respect to such Straddle Period Tax Matter then then: (i) Seller shall have the Shareholder Representative has the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by the Buyer, (ii) the Buyer shall must not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement the Sellers without the prior written consent of Sellerthe Shareholder Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (iii) the Buyer shall must keep Seller the Shareholder Representative informed with respect to the commencement, status status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel the Shareholder Representative to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) Buyer shall notify Seller in writing within ten (10) days of Following the receipt by Buyer or the Acquired Company of written Closing, if a notice of any inquiriesdeficiency, auditsproposed adjustment, examinationsassessment, assessments audit, examination or other proceedings from any Taxing Authority administrative or court proceeding, suit, dispute or other claim with respect to Taxes Holdings, the Company or any of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement their Subsidiaries (any such inquiry, audit, examination, assessment or similar event, a "“Tax Matter"); provided”) shall be received by any Member, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume Holdings, the defense Company or any of their Subsidiaries (a “Notified Party”) from the IRS or any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the other taxing authority, with respect to Taxes for which another party may reasonably be expected to be liable pursuant to this Agreement, the Notified Party shall promptly notify such other party in writing of such Tax Matter, to represent the interests of the. (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has The Member Representative shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax Matter relates exclusively to a Pre-Closing Tax Period, and to employ counsel of their choice at their expense; provided, however, that (i) the Member Representative shall keep Buyer reasonably informed as to the status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and Buyer shall have the right to review and comment on any correspondence from the Member Representative to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate (at Buyer’s own expense) in the conduct of such Tax Matter, and (ii) to the extent settlement or compromise of a Tax Matter is reasonably expected to increase the Tax liability or decrease a Tax attribute of Seller Buyer or results in an indemnity obligation under this Agreement one of its affiliates (including the Company), or otherwise prejudice their legal position, the Member Representative shall not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Buyer’s prior written consent of Sellerconsent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Member Representative does not assume the defense of any such Tax Matter, Buyer may defend the Tax Matter in such manner as it may deem appropriate; provided, however, that the Member Representative shall have the right to review and comment on any correspondence from the Buyer to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate in any such Tax Matter (iiiat the Member Representative’s expense) and Buyer may not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Member Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent of any inconsistency between this Section 5.10(b) and Section 7.4 or Section 7.5, this Section 5.10(b) shall control. (c) Buyer shall have the right to control any Tax Matter (other than as set forth in Section 5.10(b)) and to employ counsel of its choice; provided, however, that, to the extent any Member may reasonably be expected to be liable pursuant to this Agreement with respect to the Taxes relating to such Tax Matter, (i) Buyer shall keep Seller the Member Representative reasonably informed with respect as to the commencement, status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and nature the Member Representative shall have the right to review and comment on any correspondence from the Buyer to the taxing authority prior to submission of any such Straddle Period correspondence to the taxing authority and otherwise to participate (at Members’ own expense) in the conduct of such Tax Matter, and will(ii) the Buyer shall not settle or compromise such Tax Matter or forego any appeal with respect thereto without Member Representative’s prior written consent, in good faithwhich consent shall not be unreasonably withheld, allow Seller conditioned or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authoritydelayed.

Controversies. (a) The Buyer shall notify the Seller in writing within ten (10) days of the receipt by the Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments or other proceedings from any Taxing Governmental Authority with respect to Taxes of the Acquired Company for which the Seller would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. The Seller may, at Seller's its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter relating solely to a Pre-Closing Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If the Seller assumes such defense, the Seller shall have the authority, with respect to such Tax Matter, to represent the interests of thethe Company before the relevant Governmental Authority and shall have the right to control the defense, compromise or otherwise resolve any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. The Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Seller. The Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the Buyer, the Company or any Affiliate of any of the foregoing for any Tax Period ending on or after the Closing Date, including any Straddle Period, without the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed). The Seller shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer or the Buyer's counsel to consult with the Seller regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Governmental Authority. If the Seller declines to control any such Tax Matter, then the provisions of Section 7.9(b) shall apply to such Tax Matter mutatis mutandis. (b) The Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Governmental Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period and any Tax Matter not controlled by the Seller pursuant to Section 7.9(a) (a "“Straddle Period Tax Matter"”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If the Seller would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) the Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at the Seller's own expense, separate from counsel employed by the Buyer, (ii) the Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Seller or results in an indemnity obligation under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.,

Controversies. (a) Buyer Parent shall promptly notify Seller in writing within ten (10) days of the Sellers’ Representative upon receipt by Buyer Parent or any Affiliate of Parent (including Merger Subs and, after the Closing, the Surviving GP, the Surviving Partnership or the Acquired Company Partnership Subsidiaries) of written notice of any inquiries, audits, examinations, assessments or other proceedings from any Taxing Authority Tax Matter with respect to Taxes of the Acquired Company for which GP Parent, any Seller would or the Sellers’ Representative may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced therebyliable. Seller mayThe Sellers’ Representative, at Seller's own its sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right authority to represent the interests of the Acquired Company before Surviving GP, the relevant Taxing Authority Surviving Partnership and the Partnership Subsidiaries with respect to any inquiryTax Matter with respect to Taxes for which GP Parent, audit, examination, assessment any Seller or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") the Sellers’ Representative may be liable before any taxing authority or any other Governmental Entity and has shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify ; provided, that neither the Sellers’ Representative nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Seller Parent, the Surviving GP, the Surviving Partnership or results in an indemnity obligation under this Agreement the Partnership Subsidiaries or any Affiliate of the foregoing for any Post-Closing Period, without the prior written consent of SellerParent, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . The Sellers’ Representative shall keep Seller Parent reasonably informed with respect to the commencement, status and nature of any such Straddle Period Tax MatterMatter with respect to Taxes for which GP Parent, and willany Seller or the Sellers’ Representative may be liable. The Sellers’ Representative shall, in good faith, allow Seller or Seller's counsel Parent to consult with Buyer or its counsel make comments to the Sellers’ Representative, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 8.2(a), or if the Sellers’ Representative does not elect to control a proceeding pursuant to Section 8.2(a), Parent shall have the sole right to control any audit or examination by any Tax authority, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to, the income, assets or operations of GP, the Partnership and the Partnership Subsidiaries for all taxable periods; provided, however, that neither Parent nor Merger Subs shall, and shall cause the Surviving GP, the Surviving Partnership and the Partnership Subsidiaries not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date that could materially increase the Tax liability of GP Parent, any Seller or the Sellers’ Representative without the prior written consent of the Sellers’ Representative, which consent shall not be present at any meetings unreasonably withheld, conditioned or proceedings with the relevant Taxing Authoritydelayed.

Controversies. (a) Buyer Purchaser shall notify Seller in writing writing, and in reasonable detail (taking into account the information then available), within ten (10) 30 days of the receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Acquired Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company relating to a Pre-Closing Tax Period for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement liable under Section 5.9(g) (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided, however however, that any delay or failure by ▇▇▇▇▇ to deliver give such notice within such time period notification shall not affect the indemnification provided in any way Seller's obligation for indemnification, Section 5.9(g) except if and to the extent Seller is shall have been actually and materially prejudiced therebyas a result of such delay or failure. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such For Tax Matter Matters relating solely to a Pre-Closing Tax period ending on or before the Closing Date (but not a Straddle PeriodPeriod for which Seller acknowledges without reservation its obligation to indemnify Purchaser therefor according to Section 5.9(c) and 5.9(g), which is governed by Section 7.7.5(b)). If Seller assumes such defenseSeller, Seller at its own expense, shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right exclusive authority to represent the interests of the Acquired Company before and the relevant Taxing Authority Company Subsidiaries with respect to any inquiryTax Matter before the IRS, auditany other Taxing Authority, examination, assessment any other governmental agency or proceeding relating authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contestingsettling audits or lawsuits; provided, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofhowever, or relating to, such Straddle Period Tax Matter. If that Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Seller Purchaser, the Company or results in an indemnity obligation under this Agreement any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of SellerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer . Seller shall keep Seller Purchaser fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, . Seller and willPurchaser shall jointly represent the interests of the Company and the Company Subsidiaries with respect to all Tax Matters relating to a Straddle Tax Period or relating to both a Pre-Closing Tax Period and a Post-Closing Tax Period. Seller shall, in good faith, allow Seller Purchaser or SellerPurchaser's counsel to consult with Buyer or its counsel it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) Buyer shall cause the Company to notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating that relates solely to a any Pre-Closing Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Seller. Seller shall not enter into any settlement of, or otherwise compromise any such Tax Matter without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. Seller shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required does not assume the defense of such Tax Matter or if such Tax Matter does not relate solely to indemnify any Pre-Closing Tax Period, Buyer Indemnitee pursuant shall keep Seller informed of the progress of such Tax Matter from time to this Agreement time and shall consult with Seller with respect to such Straddle Period Tax Matter then (i) Matter. Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer the Company. The Company shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (iii) Buyer shall keep if such settlement or compromise would cause Seller informed to be liable for actual payment of a majority of the settlement amount to be paid with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer shall notify Seller in writing within ten (10) days of Following the receipt by Buyer or the Acquired Company of written Closing, if a notice of any inquiriesdeficiency, auditsproposed adjustment, examinationsassessment, assessments audit, examination or other proceedings from any Taxing Authority administrative or court proceeding, suit, dispute or other claim with respect to Taxes of Holdings or the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "“Tax Matter"); provided”) shall be received by any Shareholder, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to Buyer, assume Holdings, or the defense of Company (a “Notified Party”) from the IRS or any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the other taxing authority, with respect to Taxes for which another party may reasonably be expected to be liable pursuant to this Agreement, the Notified Party shall notify such other party in writing within five (5) days of receipt of such notice of such Tax Matter, to represent the interests of the. (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has The Shareholder Representative shall have the right to control any Tax Matter to the defenseextent that the Tax Matter relates exclusively to a Pre-Cutoff Tax Period or to any Tax Return prepared by the Shareholder Representative pursuant to Section 5.3, compromise or other resolution of in each case to the extent any such Straddle Period Tax Matter, including responding Shareholder may reasonably be expected to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee liable pursuant to this Agreement with respect to the Taxes relating to such Straddle Period Tax Matter then Matter, and to employ counsel of their choice at their expense; provided, however, that (i) Seller the Shareholder Representative shall keep Buyer reasonably informed as to the status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and Buyer shall have the right (but not to review and comment on any correspondence from the duty) Shareholder Representative to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate (at Buyer’s own expense) in the defense conduct of such Straddle Period Tax Matter Matter, and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer the Shareholder Representative shall not enter into any settlement of settle or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement forego any appeal with respect thereto without the Buyer’s prior written consent of Sellerconsent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Shareholder Representative does not assume the defense of any such Tax Matter, Buyer may defend the Tax Matter in such manner as it may deem appropriate; provided, however, that the Shareholder Representative shall have the right to review and comment on any correspondence from the Buyer to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate in any such Tax Matter (iiiat the Shareholders’ expense) and Buyer may not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Shareholder Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent of any inconsistency between this Section 5.7(b) and Section 7.7, this Section 5.7(b) shall control. (c) Buyer shall have the right to control any Tax Matter (other than as set forth in Section 5.7(b)) and to employ counsel of its choice; provided, however, that, to the extent any Shareholder may reasonably be expected to be liable pursuant to this Agreement with respect to the Taxes relating to such Tax Matter, (i) Buyer shall keep Seller the Shareholder Representative reasonably informed with respect as to the commencement, status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and nature the Shareholder Representative shall have the right to review and comment on any correspondence from the Buyer to the taxing authority prior to submission of any such Straddle Period correspondence to the taxing authority and otherwise to participate (at Shareholders’ own expense) in the conduct of such Tax Matter, and will(ii) the Buyer shall not settle or compromise such Tax Matter or forego any appeal with respect thereto without Shareholder Representative’s prior written consent, in good faithwhich consent shall not be unreasonably withheld, allow Seller conditioned or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authoritydelayed.

Controversies. Notwithstanding Section 10.7(c), this Section 11.2 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. Buyer shall promptly notify the Seller Representative: (a) Buyer shall notify Seller in writing within ten (10) days of the upon receipt by Buyer or the Acquired Company any Affiliate of written Buyer of any notice of any inquiries, audits, examinations, assessments or other proceedings Tax Matter from any Taxing Authority Authority; or (b) prior to Buyer, the Company or the Subsidiary initiating any Tax Matter with respect to Taxes of the Acquired Company for which any Taxing Authority. The Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Representative may, at Seller's own the Sellers’ expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely Matter; provided, however, that the failure to a provide such notice with respect to clause (a) of this Section 11.2 will not affect Buyer’s right to indemnification under Section 10.3 except to the extent the Sellers’ defense of such matter is demonstrably prejudiced by such failure; provided further that the failure to provide such notice with respect to clause (b) of this Section 11.2 will negate Buyer’s right to indemnification under Section 10.3 with respect to Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Liabilities resulting from any such voluntary contact. If Seller assumes such defense, Seller Buyer shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent Company and the interests of the Acquired Company Subsidiary before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the Buyer shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability Liability of Seller or results in an indemnity obligation under this Agreement the Sellers without the prior written consent of Sellerthe Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) . The Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, Matter and will, in good faith, allow the Seller or Seller's counsel Representative to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. Each Party agrees to give written notice to the other Party within twenty (a) Buyer shall notify Seller in writing within ten (1020) days of the receipt of any written notice by Buyer the first Party which involves the assertion of any Tax Matter and Purchaser will give written notice to the Sellers within twenty (20) days of the receipt of any written notice by Purchaser or the Acquired Company of written notice of Companies which involves any inquiries, audits, examinations, assessments or other proceedings from any Taxing Authority with respect to Taxes matter affecting the Tax liabilities of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter")Sellers; provided, however that any the failure by ▇▇▇▇▇ to deliver give such notice within such time period shall not affect in any way Seller's obligation for indemnification, the indemnification provided hereunder except if and to the extent Seller is actually and materially the indemnifying party has been prejudiced therebyas a result of such failure. Seller may, at Seller's own expense, participate Such notice shall specify in and, upon notice to Buyer, assume reasonable detail the defense of any basis for such Tax Matter relating solely to and shall include a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests copy of the Acquired Company before relevant portion of any correspondence received from a Taxing Authority. Notwithstanding anything herein to the relevant Taxing Authority with respect to any inquirycontrary, auditincluding Section 9.3, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter"a) and has the right to Sellers shall control the defense, compromise contest or other resolution of any such Straddle Period Tax Matter; provided, including responding to inquiriesthat the Sellers shall obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofdelayed, or relating toconditioned) before entering into any settlement of a claim or ceasing to defend such claim if such action could reasonably be expected to adversely impact the liability of Purchaser or the Acquired Companies for Taxes for any Post-Closing Tax Period; provided, such Straddle Period Tax Matter. If Seller would further, that Purchaser shall be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) entitled to participate fully in the defense of such Straddle Period Tax Matter claim and to employ counselcounsel of its choice for such purpose, at Seller's own expensethe fees and expenses of which separate counsel will be borne by Purchaser, separate from counsel employed by Buyerand (b) with respect to any Tax Matter for which the Sellers may not be solely liable under this Agreement, (ii) Buyer the Sellers and Purchaser shall not jointly control such claim and neither the Sellers nor Purchaser shall enter into any settlement of or otherwise compromise any cease to defend such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Sellerthe other Party, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Notwithstanding anything in this Section 7.2, and (iii) Buyer the Sellers shall keep Seller informed have the exclusive right to control any audit, litigation or other proceeding with respect to Income Taxes and Income Tax Returns of the commencementAcquired Companies for Pre-Closing Tax Periods (other than Straddle Periods) and, status for the purposes of clarity, the provisions above entitling Purchaser to the right of consent before entering into any settlement of a claim or ceasing to defend such claim and nature the right to participate fully in the defense of such claim shall not apply to any claim with respect to Income Taxes or Income Tax Returns of the Acquired Companies for Pre-Closing Tax Periods (other than a Straddle Period); provided, however, if any proposed settlement or cessation of defense of such Straddle Period Tax Matterproceeding would reasonably be expected to affect or be relevant to the Taxes of Purchaser, and will, in good faith, allow Seller or Seller's counsel to the Sellers shall first consult with Buyer or its counsel regarding Purchaser and, at the conduct request of or positions taken in Purchaser, provide Purchaser, on a timely basis, any information from such proceeding and that could be relevant to be present at the determination of the Taxes of Purchaser or the Taxes of the Acquired Companies for any meetings or proceedings with the relevant Taxing AuthorityPost-Closing Tax Period.

Controversies. (a) 8.4.1 The Buyer shall promptly notify Seller the Shareholders in writing within ten (10) days upon receipt by the Buyer or any affiliate of the receipt by Buyer or (including the Acquired Company after the Closing Date) of written notice of any inquiries, auditsclaims, examinationsassessments, assessments audits or other proceedings from any Taxing Authority similar events with respect to Taxes of the Acquired Company relating to a Pre-Closing Period or an Overlap Period for which Seller would the Shareholders may be required to indemnify any Buyer Indemnitee pursuant to liable for indemnification under this Agreement (any such inquiry, auditclaim, examinationassessment, assessment audit or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may. 8.4.2 The Shareholders, at Seller's own their sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b)). If Seller assumes such defense, Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right exclusive authority to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiryTax Matter before the Internal Revenue Service, auditany other taxing authority, examination, assessment any other governmental agency or proceeding relating authority or any court and shall have the sole right to extent or waive the statute of limitations with respect to a Straddle Period (a "Straddle Period Tax Matter") Matter and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contestingsettling audits; provided, defending however, that the Shareholders shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Buyer or the Company or any of its affiliates for any Tax period or portion thereof beginning after the Closing Date (a "Post-Closing Period"), including the portion of an Overlap Period that begins on the day after the Closing Date (whether by, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, the reduction or loss of credit carryforwards or otherwise), without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. 8.4.3 If the Shareholders so elect to assume the defense of any Tax Matter: (a) The Shareholders shall proceed to defend such Tax Matter in a diligent manner with counsel reasonably satisfactory to the Buyer; (b) the Buyer shall make available to the Shareholders any non-privileged documents and materials in the possession of the Buyer that may be necessary to the defense of such Tax Matter; (c) the Shareholders shall keep the Buyer informed of all material developments and events relating to any such Tax Matter; and (d) the Buyer shall have the right to participate (including by retaining legal counsel) at the Buyer's expense, in the defense of such Tax Matter. 8.4.4 If the Shareholders do not elect to assume the defense of any such Tax Matter (or if, after initially assuming such defense, the Shareholders fail to actively and diligently assume such defense), the Buyer may proceed with the defense of such Tax Matter on its own. If the Buyer so proceeds with the defense of any such Tax Matter on its own: (a) all expenses relating to the defense of such Tax Matter shall be borne and paid exclusively by the Shareholders; (b) all the Shareholders shall make available to the Buyer any documents and materials in the possession or control of any of the Shareholders that may be necessary to the defense of such Tax Matter; (c) the Buyer shall keep the Shareholders informed of all material developments and events relating to such Tax Matter; and (d) the Buyer shall have the right to settle, adjust or compromise such Tax Matter with the consent of the Shareholders, which consent shall not be unreasonably withheld. 8.4.5 Except as otherwise provided in this Section 8.4, the Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not income, assets or operations of the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityCompany for all taxable periods.

Controversies. (a) Buyer shall notify Seller in writing within ten (10) days the Sellers of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments or other proceedings Proceedings from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller the Sellers would be required to indemnify any Buyer Indemnitee Indemnified Party pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar eventProceeding, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller The Sellers may, at Seller's their own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b8.5(b)). If Seller assumes the Sellers assume such defense, Seller the Sellers shall have the authority, with respect to such Tax Matter, to represent the interests of thethe Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Sellers. The Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax Liability of Buyer, the Company or any Affiliate of either of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. The Sellers shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’ counsel to consult with the Sellers regarding the conduct of or positions taken in any such Proceeding and to be present at any meetings or Proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment Proceeding or proceeding other similar event relating to a Straddle Period (a "“Straddle Period Tax Matter"”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required Further, if the Sellers decline to indemnify represent the Company in any Buyer Indemnitee Tax Matter pursuant to Section 8.5.4(a), the provisions of this Agreement with respect to Section 8.5.4(b) shall control as if such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such were a Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer shall cause the Acquired Companies to notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company Companies of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company Companies for which Seller would may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's its own expense, participate in and, upon notice to BuyerBuyer within thirty (30) days of becoming aware of such Tax Matter, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes such defense, Seller shall have the authority, with respect to such any Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company Companies before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Seller. Seller shall not enter into any settlement of, or otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Acquired Companies or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer. Seller shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with Seller regarding the conduct of or positions taken in any such proceeding. If Seller would be required does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to indemnify any Buyer Indemnitee pursuant to this Agreement time and shall consult with Seller with respect to such Straddle Period Tax Matter then (i) Matter. Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's its own expense, separate from counsel employed by Buyer, (ii) Buyer the Acquired Companies. The Acquired Companies shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not Seller if such settlement or compromise would cause Seller to be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed liable for actual payment of a majority of the settlement amount to be paid with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer shall cause the Company to notify Seller Sellers in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written any notice of any inquiries, auditsassessments, examinations, assessments proceedings or other proceedings similar events received from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would Sellers may be required to indemnify any Buyer Indemnitee pursuant to this Agreement responsible for payment, directly or indirectly (any such inquiry, auditassessment, examinationproceeding, assessment litigation, audit or similar event, a "“Tax Matter"”); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller Sellers may, at Seller's their own expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 7.7.5(b))Matter. If Seller assumes Sellers assume such defense, Seller Sellers shall have the authority, with respect to such Tax Matter, to represent the interests of the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has have the right to control the defense, compromise or other resolution of any such Straddle Period Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and to employ counsel, at its own expense, separate from the counsel employed by Sellers. Sellers shall not enter into any settlement of, or otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Seller would be required Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers informed of the progress of such Tax Matter from time to indemnify any Buyer Indemnitee pursuant to this Agreement time and shall consult with Sellers with respect to such Straddle Period Tax Matter then (i) Seller Matter. Sellers shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter that Buyer or the Company is defending and to employ counsel, at Seller's their own expense, separate from counsel employed by Buyer, Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (iior to consent to the settlement or compromise of) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, Sellers (which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the commencement, status and nature extent the provisions of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings Section 10.4.1 conflict with the relevant Taxing Authorityprovisions of this Section 9.3, the provisions of this Section 9.3 shall control.