Common use of Tax Claims Clause in Contracts

Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.

Tax Claims. Sellers Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to control, at their sole cost and expense, and Buyer shall have represent the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed interests of the status of Company and its Subsidiaries in such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (B) such Tax Claim which consent shall not be controlled by that Party that would bear unreasonably withheld, conditioned or delayed). To the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies extent Seller chooses not to any Post-Closing Taxable Period and/or exercise its rights pursuant to the extent the Sellers have no indemnification obligation under this Agreementprevious sentence, Buyer shall have the right to control represent the conduct interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such audit Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or proceeding in delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its sole discretionSubsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Sellers Purchaser agrees to give written notice to the Stockholder Representative of the receipt of any written notice by the Surviving Corporation, Purchaser or any of Purchaser's Affiliates which involves the assertion of any claim, or the commencement of any action, in respect of which an indemnity may be sought by Purchaser (a “Tax Claim”); provided, that failure to comply with this provision shall have the not affect Purchaser’s right to control, at their sole cost indemnification hereunder except to the extent the Company Stockholders were actually and expense, and Buyer materially prejudiced as a result thereof. Purchaser shall have control the right to participate in, at its sole cost and expense, contest or resolution of any Tax Claim that relates relating to any a Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims activelyPeriod; provided, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, providedhowever, that (i) Sellers’ Purchaser shall keep the Stockholder Representative reasonably informed of the progress of any such Tax Claim and (ii) the Stockholder Representative shall have the right to participate in the defense of any such matter, (ii) Buyer Tax Claim with separate counsel of their choosing at the Stockholder Representative’s sole cost and expense. Purchaser shall keep Sellers’ Representative reasonably informed obtain the prior written consent of the status of such matter Stockholder Representative (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)which consent shall not be unreasonably withheld, and (iiiconditioned or delayed) Sellers shall promptly reimburse the Buyer for before entering into any and all reasonable expenses incurred in connection with Buyer’s defense settlement of such Tax Claims.. In the case of any Tax Claim for Taxes that applies or ceasing to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of defend such Tax Claim. Except as otherwise provided in Section 4.5(d)If Purchaser fails to, in or does not elect to, timely exercise control over the case contest or resolution of any auditsuch Tax Claim, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Stockholder Representative shall have the right to control the conduct contest or resolution of such audit or proceeding Tax Claim; provided, however, that Purchaser shall have the right, but not the obligation, to participate in such defense with separate counsel of its choosing at its sole discretioncost and expense. The Stockholder Representative shall obtain the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim. Notwithstanding anything herein to the contrary, but subject to the Tax Matters Agreement, the obligations of the Surviving Corporation and Purchaser pursuant to this Section 8.14(h) shall expire at the time the Indemnity Share Amount is reduced to zero (including pursuant to Sections 11.1(b) or 11.2); provided, however, that such obligations shall not expire with respect to any actions or filings that would reasonably be expected to adversely affect the Company Stockholders.

Tax Claims. Sellers Vodafone shall, solely at its own cost and expense, have the right to control all Tax proceedings (and make all decisions relating to such Tax proceedings) involving a Tax Claim with respect to the Sold Entities for any taxable period ending on or before the Closing Date; provided, that Vodafone must provide Verizon with written notice of its election to control such Tax Claim within twenty (20) days of Verizon (or a Tax Authority) notifying Vodafone of such Tax Claim; and provided, further, that Vodafone shall not settle, compromise or abandon any such Tax proceeding without the prior written consent of Verizon (which consent shall not be unreasonably withheld) if such settlement, compromise or abandonment would reasonably be expected to have an adverse effect on Verizon or any of its Subsidiaries (including, after the Closing, the Sold Entities) that is material. Vodafone shall keep Verizon reasonably informed with respect to the commencement, status and substantive aspects of any such Tax proceeding. If Verizon receives notice of a Tax Claim, Verizon shall give notice to Vodafone in writing of such claim; provided, however, that no failure or delay by Verizon to give notice of a Tax Claim shall reduce or otherwise affect the obligation of Vodafone hereunder except to the extent Vodafone is actually prejudiced thereby. In the case of a Tax proceeding of or with respect to the Sold Entities for any Straddle Period, the Controlling Party (defined below) shall have the right and obligation to control, at their sole cost and expense, and Buyer shall have the right to participate inconduct, at its sole cost and own expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims activelyproceeding; provided, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, providedhowever, that (i) Sellers’ Representative the Controlling Party shall have provide the right to participate in any Non-Controlling Party (defined below) with a timely and reasonably detailed account of each stage of such matterTax proceeding, (ii) Buyer the Controlling Party shall keep Sellers’ Representative reasonably informed of consult with the status of Non-Controlling Party before taking any significant action in connection with such matter Tax proceeding, (including providing Sellers’ Representative iii) the Controlling Party shall consult with copies of all the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written correspondence regarding materials prepared or furnished in connection with such matter)Tax proceeding, (iv) the Controlling Party shall defend such Tax proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax proceeding and attend any meetings or conferences with the relevant Taxing Authority, and (iiivi) Sellers the Controlling Party shall promptly reimburse the Buyer for not settle, compromise or abandon any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In proceeding without obtaining the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.prior written

Tax Claims. Sellers shall have the right to control(a) If any audit, at their sole cost and expenseassessment, and Buyer shall have the right to participate insuit, at its sole cost and expenseproposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim is commenced, proposed or made by any Tax Claim that relates Authority that, if successful, would result in indemnification of Purchaser Indemnitees pursuant to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Section 7.1 (a “Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax ClaimsClaim”), then Buyer Purchaser shall control such matter, provided, that (i) Sellers’ Representative shall have promptly notify Seller and transmit to Seller a written notice describing in reasonable detail the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed nature of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any Tax Claim and all reasonable expenses incurred related information in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)Failure to promptly provide such notice shall not affect the right of Purchaser Indemnitees to indemnification hereunder, in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or except and only to the extent Seller is materially prejudiced by such delay or omission. Seller shall notify Purchaser that Seller elects to control the Sellers have no indemnification obligation under Tax Claim at its own cost and expense in all appropriate Tax Proceedings. Notwithstanding anything to the contrary contained in this AgreementSection 7.7, Buyer if either (i) Seller (A) fails to properly notify Purchaser that Seller elects to control the Tax Claim pursuant to the preceding sentence, or (B) after commencing or undertaking any such defense or settlement, fails reasonably to prosecute or withdraw from such defense or settlement or (ii) the Tax Claim involves a Straddle Period, then Purchaser shall have the right to control the conduct Tax Claim in all appropriate Tax Proceedings and Purchaser Indemnitees shall have the right to be reimbursed by Seller for their reasonable out-of-pocket costs and expenses relating to the control of the Tax Claim; provided that with respect to any portion of a Tax Claim that relates to a Straddle Period, Seller shall be required to reimburse Purchaser Indemnitees only for their pro rata share of such audit or proceeding in its sole discretionreasonable out-of-pocket costs and expenses. The party controlling the Tax Claim pursuant to this Section 7.7(a) is hereinafter referred to as the “Controlling Party.”

Tax Claims. Sellers shall (i) The Stockholder Representative will have the right to control, control (at their the sole cost and expenseexpense of the Company Securityholders) the conduct, defense and settlement, compromise or other disposition of any Tax Claim relating solely to Taxes for which the Company Securityholders would be obligated to indemnify the Purchaser Indemnified Persons under Section 10.1, which Taxes relate to a Tax period ending on or before the Closing Date and would not reasonably be expected to result in Damages in excess of the funds then remaining in the Indemnification Escrow Account; provided that, the Stockholder Representative will promptly notify Purchaser of its intent to control such Tax Claim, and Buyer shall have to the right extent the Stockholder Representative controls such Tax Claim, the Stockholder Representative (1) must promptly notify Purchaser of such Tax Claim and keep Purchaser reasonably informed of all developments in such Tax Claim, (2) must afford Purchaser the reasonable opportunity to participate in, (at its sole cost and expense) in the conduct and resolution of such Tax Claim, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers (3) must conduct the defense actively and diligently, and (4) may not settle, compromise or otherwise dispose of such Tax Claims activelyClaim without the prior written consent of Purchaser, diligently and in good faith. If Sellers elect such consent not to be unreasonably withheld, conditioned or delayed. In the event that any of the conditions in clauses (1) through (4) of this Section 7.4(f)(i) is or becomes unsatisfied, (A) Purchaser or a Purchaser Affiliate may control the defense, and consent to the entry of any such Tax Claimsjudgment or enter into any settlement, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any manner that they reasonably may deem appropriate, with the prior consent of the Stockholder Representative, such matterconsent not to be unreasonably withheld, conditioned or delayed, (iiB) Buyer the Company Securityholders shall keep Sellers’ Representative reasonably informed of reimburse Purchaser promptly and periodically for the status costs of such matter defense (including providing Sellersreasonable attorneys’ Representative with copies of all written correspondence regarding such matterfees and expenses), and (iiiC) Sellers shall promptly reimburse Purchaser’s assumption of control over the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment not affect its rights to indemnification pursuant to Section 10.1 and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d7.4(k), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.

Tax Claims. Sellers shall have If the right to controlCorporation, at their sole cost and expenseLLC, and Buyer shall have the right to participate in, at or any of its sole cost and expense, Affiliates receives notice of any Tax Claim that relates to audit or administrative or judicial proceeding, examination, investigation or any demand or claim by a Taxing Authority (each a “Tax Claim”), in respect of any Pass-Through Tax Return for a Pre-Closing Tax Period or in respect of a Tax Return the resolution of which may require the TPG Nominee, the Intel Nominee or any Pre-Closing Taxable LLC Member to file an amended Tax Return or administrative adjustment request (or state or local equivalent) with respect to a Pre-Closing Tax Period to the extent Sellers conduct the defense of such (a “Pre-Closing Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax ClaimsClaim”), then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have such party will notify the right to participate TPG Nominee and the Intel Nominee in writing of any such matterPre-Closing Tax Claim within fifteen (15) days of receipt of written notice, (ii) Buyer shall such party will keep Sellers’ Representative the TPG Nominee and the Intel Nominee reasonably informed of concerning the status progress of such matter Pre-Closing Tax Claim, (including providing Sellers’ Representative with iii) such party will provide the TPG Nominee and the Intel Nominee copies of all written correspondence regarding and other documents relevant to such matter)Pre-Closing Tax Claim, (iv) the TPG Nominee and the Intel Nominee will each be entitled to participate, at its own expense, in the defense of any Pre-Closing Tax Claim and (iiiv) Sellers such Pre-Closing Tax Claim shall promptly reimburse not be settled, compromised or abandoned without the Buyer for consent of the TPG Nominee and the Intel Nominee (not to be unreasonably withheld or delayed); provided, that any failure to give notice pursuant to clause (i) will not give rise to any liability, except to the extent the TPG Nominee and all reasonable expenses incurred in the Intel Nominee (or any of their Affiliates) is actually prejudiced as a direct result of such party’s failure to give such notice. In connection with Buyer’s defense of such Tax Claims.. In the case settlement, compromise or abandonment of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation governed by the Sellers under this Agreement Partnership Audit Rules in accordance with the previous sentence, (Ax) LLC shall be entitled to (and LLC shall be entitled to direct LLC, its “partnership representative” or its “designated individual,” each Party may participate as defined in the Code, or any equivalent designee under applicable state or local Law, to) make any election under Section 6226 of the Code or under Treasury Regulation Section 301.6227-2(c) (or any similar provision in any successor Code section or proposed or final Treasury Regulations or under state, local or non-U.S. Law) for any taxable year of LLC that includes any Pre-Closing Tax ClaimPeriod or any Pass-Through Tax Return filed in respect of any such year and (y) except with the TPG Nominee’s and the Intel Nominee’s prior written consent, none of LLC, the Corporation or any of their Affiliates shall elect the application of the Partnership Audit Rules to any Tax Return of LLC or any of its Subsidiaries with respect to any taxable year beginning before January 1, 2018; (B) such Tax Claim provided, that, except with the TPG Nominee’s and the Intel Nominee’s prior written consent, no Pre-Closing LLC Member shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the required to amend any Tax Returns or file any administrative adjustment and any corresponding adjustments that may reasonably be anticipated request for any Pre-Closing Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of Period in connection with such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.

Tax Claims. During the Indemnification Period, the Buyer shall promptly notify the Sellers’ Representative in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any proposed assessment against or demand or claim on any Buyer Indemnitee (including, after the Closing, the Company or any Company Subsidiary) which, if determined adversely to the taxpayer or after the lapse of time, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 11.3 (a “Tax Claim”); provided, however, that the Buyer’s failure to give notice of a Tax Claim to the Sellers’ Representative within a sufficient period of time and in reasonably sufficient detail to allow the Sellers to effectively contest such Tax Claim shall affect the Liability of the Sellers to any Buyer Indemnitee only to the extent that the Sellers’ position is materially prejudiced as a result thereof. The Sellers shall have control all proceedings with respect to any Tax Claim relating solely to Taxes of the right to controlCompany or any Company Subsidiary for a taxable period ending on or before the Closing Date; provided, at their sole cost however, that (a) the Buyer and expense, and Buyer counsel of its own choosing shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and fully in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed all aspects of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)prosecution, defense and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses settlement of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent and (b) the Sellers have no indemnification obligation under this Agreementshall not settle any such Tax Claim without the prior written consent of Buyer (which shall not be unreasonably withheld, delayed or conditioned). The Sellers, on the one hand, and the Buyer, on the other hand, shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or any Company Subsidiary for a Straddle Period, and neither party shall settle any such Tax Claim without the prior written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned). The Buyer shall have control all other proceedings with respect to Taxes of the right to control the conduct of such audit Company or proceeding in its sole discretionany Company Subsidiary.

Tax Claims. Sellers Buyer shall promptly notify PSC in writing of the commencement of any audit or examination of any income Tax Return of the Acquired Companies for any Pre-Closing Tax Period on or before the Closing Date and any other proposed change or adjustment, claim, dispute, arbitration or litigation that, if sustained, would reasonably be expected to give rise to a claim for indemnification in respect of Taxes under this Agreement (a “Tax Claim”). Such notice shall describe the asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any Taxing Authority in respect of any such asserted Tax Claim. At PSC’s sole expense, PSC shall have the right to controlcontrol any Tax Claims in the Tax audit, at their sole cost and expenseexamination, and settlement stage and, if not settled, in any further contest; provided, however, that PSC shall inform Buyer shall have of the right to participate in, at its sole cost status and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense progress of such Tax Claims actively, diligently Claim and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matteraudit examination or other proceeding. PSC may not settle any Tax Claim (either at the audit or examination stage or thereafter) without first obtaining Buyer’s consent (which consent shall not be unreasonably withheld, (ii) conditioned or delayed). In the event that PSC does not exercise its right to control any Tax Claim, Buyer shall keep Sellers’ Representative reasonably informed control such Tax Claim; provided, however, that Buyer shall inform PSC of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense progress of such Tax Claims.. In Claim and PSC will have the case of opportunity to participate in such Tax Claim at its expense. Buyer shall not settle any Tax Claim for Taxes that applies to a Straddle Taxable Period and to (either at the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionexamination stage or thereafter) without first obtaining PSC’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Sellers shall have If, subsequent to the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expenseClosing, any of Buyer, the Acquired Companies, or Sellers receives notice of a claim by any Governmental Body that, if successful, might result in an indemnity payment hereunder (a “Tax Claim that relates to any Pre-Closing Taxable Period to Claim”), then within 15 days after receipt of such notice, Buyer, the extent Sellers conduct Acquired Companies, Seller Representative, as the defense case may be, shall give notice of such Tax Claims actively, diligently and in good faithClaim to the other parties. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Seller Representative shall have the right to participate in control the conduct and resolution of any such matterTax Claim for which Sellers agree that any resulting Tax is covered by the indemnity provided in Section 10.10(a) hereof; provided, however, that if the resolution of any such Tax Claim (iior any portion thereof) may affect the Taxes of any Acquired Company for a post-Closing Tax Period, then Seller Representative and Buyer shall keep Sellers’ Representative reasonably informed of jointly control the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), conduct and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense resolution of such Tax Claims.. In Claim (or portion thereof) and in no event shall either such party settle or otherwise resolve any such Tax Claim without the case written consent of the other party, which shall not be unreasonably withheld or delayed. Seller Representative and Buyer shall jointly control the conduct and resolution of any Tax Claim for Taxes that applies relating to a Straddle Taxable Period. If Seller Representative elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period and ending on or prior to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may Closing Date, or to participate in the Tax Claim; (B) such conduct and resolution of any Tax Claim relating to a Straddle Period, Seller Representative shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment notify Buyer in writing and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct and resolution of such audit Tax Claim; provided, however, that Buyer shall keep Seller Representative informed of all developments on a timely basis. Each party shall bear its own costs incurred in participating in any proceeding relating to any Tax Claim. Tax-Sharing Agreements. All tax-sharing agreements or proceeding in its sole discretionsimilar agreements with respect to or involving the Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Acquired Companies shall not be bound thereby or have any liability thereunder.

Tax Claims. Sellers If any claim shall have be made by the right to control, at their sole cost and expense, and Buyer shall have Internal Revenue Service ("IRS") or the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period applicable state or local tax agency relative to the extent Sellers conduct amount of gain includible in the defense taxable income of Synergistic for the taxable year in which the Divestiture occurs, such Tax Claims activelyclaim, diligently and in good faith. If Sellers elect not to control any such Tax Claimsincluding all notices, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written reports, correspondence regarding or other materials relating to the claim or contention, shall be delivered to Holding and Xxxxxxxxx. The contesting of any claims and the handling of any controversies arising before the IRS or the applicable state or local tax agencies, including, but not limited to, any appearance before the IRS, any state or local tax agency or any court, shall be by counsel selected and paid for by Xxxxxxxxx or Holding, subject to approval by Synergistic which approval shall not be unreasonably delayed or withheld. Adjustments, settlements or other final determinations of such matterclaims or controversies shall be made only with the approval of Synergistic if in accord with the recommendations of counsel and shall be binding upon Xxxxxxxxx, Holding and Synergistic. In the event that Holding and Xxxxxxxxx fail to employ counsel hereunder for the purpose of contesting any claim or handling any controversy (including, but not limited to filing any petition, claim for refund, or other applicable document with the IRS, a state or local tax agency or any applicable court), Synergistic shall be entitled to employ counsel, if it so chooses, to contest, handle and (iii) Sellers shall promptly reimburse represent Synergistic with respect to the Buyer for any claim or controversy or proceeding and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment fees and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided counsel shall be payable by Holding and Xxxxxxxxx; provided, however, Synergistic shall not be required to employ counsel so to contest, handle or represent it in Section 4.5(d)such claim, in controversy or proceeding if it does not elect to do so, and the case amount of additional taxes determined by the IRS or any audit, proceeding, adjustment applicable state or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or local tax agency attributable to the extent Divestiture may be paid by Synergistic to the Sellers have no indemnification obligation under this Agreementproper taxing authority, Buyer and the amount so paid shall have be included in determining the right to control the conduct amount of such audit or proceeding in its sole discretionAdditional Income Taxes and Surplus Tax payable hereunder.

Tax Claims. Sellers Notwithstanding any provision of Section 10.6 to the contrary, Parent shall have the right to controlcontrol any tax audits, at their sole cost and expensetax disputes or administrative, judicial or other Legal Proceedings (each a “Tax Claim”) related to any Tax Return or Taxes of any Acquired Entity for which the Effective Time Holders have indemnification obligations pursuant to this Agreement, and Buyer shall have the right to participate in, employ counsel and other advisors of its choice and at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, ; provided, that (i) SellersParent shall promptly notify the Securityholders’ Representative shall have the right to participate in Agent of any such matterTax Claim, (ii) Buyer Parent shall keep Sellersallow the Securityholders’ Representative reasonably informed Agent to participate in (but not direct the conduct of) any such Tax Claim at the expense of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)Effective Time Holders, and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement relates to a Tax period (Aor portion thereof) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment Acquired Entity ending on or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or prior to the extent Closing Date, the Sellers have no indemnification obligation under this Agreement, Buyer Securityholders’ Agent shall have the right to control the conduct consent to any settlement or other resolution of such audit Tax Claim (which consent shall not be unreasonably withheld, conditioned or proceeding delayed). Notwithstanding anything to the contrary in its sole discretionthis Agreement, after the Closing, Parent and each Acquired Entity shall have the right to enter into and control “voluntary disclosure agreements” or other similar programs (“VDAs”) with applicable taxing authorities in the state, local and/or other jurisdictions set forth on Schedule 6.7 for any taxable year or period that ends on or before the Closing Date (or portion thereof as determined pursuant to Section 6.1(a)) and the entering into any such VDA shall not eliminate, abrogate or otherwise adversely impact any Parent Indemnitee’s right to indemnification under this Agreement with respect to any Damages related to any such VDA; provided, however, that with respect to any such VDA, (i) Parent shall promptly notify the Securityholders’ Agent of the initiation of any such VDA, and (ii) the Securityholders’ Agent shall have the right (but not the duty) to participate in any such proceeding, to receive copies of any written correspondence, to comment on any written submissions (which comments, to the extent reasonable, shall be considered in good faith by Parent), and to employ counsel, solely at the expense of the Effective Time Holders. Before initiating a VDA in any state, local or other jurisdiction not set forth in Schedule 6.7, Parent shall provide notice to the Securityholders’ Agent of the proposed VDA and not enter into such VDA without the Securityholders’ Agent’s consent (not to be unreasonably withheld, conditioned or delayed).

Tax Claims. Sellers Notwithstanding any provision of Section 11.6 to the contrary, Parent and Purchaser shall have the right (but not the obligation) to control any Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the Acquired Companies for Pre-Closing Tax Periods (each a “Tax Claim”), and shall have the right to control, at their sole cost employ counsel and expense, other advisors of its choice and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, ; provided, that (i) Parent and Purchaser shall notify the Sellers’ Representative of any such Tax Claim for which Parent and Purchaser expect to be entitled to indemnification under this Agreement or that may impact the U.S. federal income tax treatment of any payment to the Selling Shareholders hereunder; provided, however, any failure on the part of Parent and Purchaser to so notify the Sellers’ Representative shall not limit any of the obligations of the Selling Shareholders under this Agreement (except to the extent such failure actually and materially prejudices the defense of such Tax Claim), (ii) the Sellers’ Representative shall have the right to participate in any such matterTax Claim for which Purchaser expects to be entitled to indemnification under this Agreement or that may impact the U.S. federal income tax treatment of any payment to the Selling Shareholders hereunder, (ii) Buyer shall keep Sellers’ Representative reasonably informed in each case, at the expense of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), Selling Shareholders and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and solely to the extent such Tax Claim would reasonably be expected to result in an indemnity obligation of the Selling Shareholders pursuant to this Agreement or that may impact the U.S. federal income tax treatment of any payment to the Selling Shareholders hereunder, Parent and Purchaser shall not settle or otherwise resolve such Tax Claim without the consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). If Parent and Purchaser do not elect to proceed with the defense of any Tax Claim for which Parent and Purchaser expect to be entitled to indemnification obligation by the Sellers under this Agreement or that may otherwise affect the Taxes of the Selling Shareholders, the Sellers’ Representative shall have the right (Abut not the obligation) each Party may participate in the to control any such Tax Claim; provided, however, (Bx) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Purchaser shall have the right to participate in any such Tax Claim (at its own expense), (y) Sellers’ Representative shall provide Purchaser with copies of all correspondence, notices and other written materials received from any adverse party in such Tax Claim and shall otherwise keep Purchaser and its counsel informed or advised of significant developments in such Tax Claim, and (z) the Sellers’ Representative may not settle, adjust or compromise any such Tax Claim without the prior written consent of Purchaser (which consent may not be unreasonably withheld or delayed). For the avoidance of doubt, the Sellers’ Representative shall control any Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings that relate solely to the conduct of such audit or proceeding in its sole discretionCompany.

Tax Claims. Sellers After the Closing Date, Oxford GP and the Buyer shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and Oxford GP’s expense, any Tax Claim Controversies relating to Oxford GP that relates relate to any Pre-Closing Taxable Period Taxes as to which no Seller could have any liability. The Buyer shall promptly notify the extent -39- Sellers conduct in writing upon receipt by the defense Buyer or any of its Affiliates of notice of any audits, examinations, adjustments or assessments relating to Taxes that could give rise to a claim for indemnification under Article VIII (each, a “Tax Claim”). The Sellers may contest such Tax Claim in any permissible forum and shall otherwise have the sole right to direct, control and settle any administrative or judicial proceedings relating to such Tax Claim, provided that (a) the Sellers notify the Buyer in writing within twenty (20) days after the Buyer’s notification of the Sellers of such Tax Claims actively, diligently and in good faith. If Sellers elect not Claim of its intent to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the exercise its right to participate in any such matterdirect, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)control, and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent settle such Tax Claim would result in and such notification includes an indemnification obligation by acknowledgment that one or more of the Sellers under this Agreement (A) each Party may participate in is obligated to indemnify the Buyer and Oxford GP fully with respect to such Tax Claim; , (Bb) such Tax Claim can be contested independently of any other audit, examination, adjustment or assessment which is not a Tax Claim, (c) the Buyer shall be controlled entitled to make comments to the Sellers regarding the conduct of or positions taken in any such administrative or judicial proceeding and to participate at its sole expense in such administrative or judicial proceedings, (d) the legal counsel selected by the Sellers to defend the Tax Claim is reasonably acceptable to the Buyer, (e) the administrative or judicial proceedings relating to such Tax Claim do not seek an injunction or equitable relief against the Buyer or any of its Affiliates, (f) the Buyer or any of its Affiliates has no reasonable basis for believing that Party that an adverse determination with respect to the Tax Claim would bear be detrimental to or injure its reputation in the burden public eye or its future business prospects and (g) the Sellers may not settle any such proceeding without the prior written consent of the greater portion Buyer, which shall not be unreasonably withheld, delayed or conditioned. The foregoing shall apply to Tax Claims in lieu of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax ClaimSection 8.03. Except as otherwise provided in this Section 4.5(d)9.07, in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the sole right to control the conduct of such any audit or examination by any Taxing 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 Oxford GP for all Tax periods; provided, however, that, if the settlement of any matter may affect the obligations of the Sellers to the Buyer, the Buyer may not settle any such proceeding in its sole discretionwithout prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Tax Claims. Sellers The Buyer and the Sellers’ Representative shall have the right to controlpromptly notify each other in writing upon any notice of any pending or threatened claim, at their sole cost and expenseaudit, and Buyer shall have the right to participate innotice of deficiency, at its sole cost and expenseexamination, assessment, or any other proceeding or claim (collectively a “Tax Claim”) which may affect any Tax Claim that relates liability of the Sellers or for which the other party is liable pursuant to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faithArticle VIII. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) The Sellers’ Representative shall have the right to participate represent the interests of the Company and its direct and indirect owners other than Blocker in any Tax Claim relating to Flow-Through Income Tax Returns for Pre-Closing Tax Periods and employ counsel of their choice in connection therewith; provided, however, that with respect to any such matterTax Claim, (i) the Sellers and the Sellers’ Representative shall, to the extent permitted by Law, take such actions as are needed to cause the Company to make a “push out” election under Section 6226 of the Code and any corresponding provision of state or local tax Law, (ii) the Buyer shall keep have the right, directly or through its designated Representatives, to participate in the defense of such Tax Claim and (iii) the Sellers’ Representative reasonably informed shall not settle or otherwise dispose of any such Tax Claim without obtaining the prior written consent of the status Buyer in the event such settlement or disposition reasonably would be expected to adversely affect the Buyer or the Company or Blocker in any Tax period or portion thereof beginning after the Closing Date, which consent shall not be unreasonably withheld, conditioned or delayed. The Buyer shall control any Tax Claim not described in the preceding sentence; provided, however, (i) the Buyer shall not settle or otherwise dispose of any such matter Tax Claim without obtaining the prior written consent of the Sellers’ Representative in the event such settlement or disposition would affect the Sellers’ liability for Taxes or otherwise result in any unreimbursed costs for the Sellers, including any Taxes for which the Sellers are responsible hereunder or in the event such settlement or disposition relates to Tax Claims with respect to Straddle Period Flow-Through Income Tax Returns, which consent shall not be unreasonably withheld, conditioned or delayed and (including providing iii) in the case of Tax Claims involving Straddle Period Flow-Through Income Tax Returns, the Buyer shall control such Tax Claim diligently and in good faith, the Buyer shall provide Sellers’ Representative with copies of all written correspondence regarding such matter)received from the applicable taxing authority, the Buyer shall provide to Sellers’ Representative copies of, and the reasonable opportunity to comment on, any written materials to be provided to the applicable taxing authority (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case including good faith consideration of any Tax Claim for Taxes that applies to a Straddle Taxable Period such comments) and the parties shall, to the extent permitted by Law, take such actions are needed to cause the Company to make a “push out” election under Section 6226 of the Code and any corresponding provision of state or local tax Law. The Buyer and the Company shall execute appropriate powers of attorney so as to allow the Sellers’ Representative to control any such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate described in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden second sentence of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in this Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion6.3.

Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, If any Tax Claim that relates Authority or other Governmental Authority issues to the Company (a) a written notice of its intent to audit, examine, or conduction another proceeding with respect to Taxes or Tax Returns of the Company for any Pre-period beginning prior to the Closing Taxable Period Date or (b) a written notice of deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns for any period beginning prior to the Closing Date, Parent or the Company shall notify the Securityholders’ Representative of the receipt of such communication within ten (10) days after receiving such notice (a “Tax Claim”). No failure or delay of Parent or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Securityholders pursuant to this Agreement, except to the extent Sellers that such failure precludes the Securityholders or the Company from defending against any liability or claim for Taxes that the Securityholders are obligated to pay hereunder. Notwithstanding anything herein to the contrary, including Section 9.3, Parent shall control the conduct and resolution of any Tax Claim, provided that (w) Securityholders’ Representative will be entitled to participate fully in the defense of such Tax Claims activelyClaim at the expense of the Securityholders, diligently and in good faith. If Sellers elect not to control any employ counsel of its choice for such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellerspurpose at the Securityholders’ Representative shall have the right to participate in any such matterexpense, (iix) Buyer Parent and the Company shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellersprovide Securityholders’ Representative with copies of all written correspondence communications relating to the Tax Claim, (y) Parent and the Company shall keep Securityholders’ Representative informed regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case progress of any Tax Claim for Taxes that applies and consult with Securityholders’ Representative with respect to a Straddle Taxable Period and any issues relating to the extent such Tax Claim would result in an indemnification obligation by that could have a material adverse effect on the Sellers Securityholders and (z) Parent and the Company shall not settle or otherwise resolve any Tax Claim (or any issue raised with respect to such Tax Claim) if such settlement or other resolution relates to Taxes for which Securityholders are liable under this Agreement (A) each Party may participate in without the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden prior written consent of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably Securityholders’ Representative, such consent not to be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)unreasonably withheld, in the case of any audit, proceeding, adjustment delayed or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionconditioned.

Tax Claims. Sellers If a claim is made by any Tax Authority, which, if successful, might result in an indemnity payment to an indemnified party under Section 8.2, then such indemnified party shall give notice to the indemnifying party in writing of such claim (a “Tax Claim”) and any proposed counterclaim; provided, that the failure to give notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party was materially prejudiced as a result of such failure. With respect to any Tax Claim asserted against the Company or any of its Subsidiaries relating to a Pre-Closing Tax Period for which the Stockholder Representative might have an indemnity obligation under Section 8.2, the right to controlStockholder Representative shall, at their sole its own cost and expense, have the right (but not the obligation) to control all such proceedings and Buyer make all decisions taken in connection with such Tax Claim and may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authorities with respect thereto and either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however that the Stockholder Representative must first consult in good faith with (and provide any additional relevant information to) Parent before taking any action with respect to the conduct of such Tax Claim and shall not settle, compromise or abandon such Tax Claim without the prior written consent of Parent (such consent not to be unreasonably withheld). Parent shall have the right to participate in, at its sole cost fully and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to in all aspects of the extent Sellers conduct the prosecution or defense of such Tax Claims activelyClaim, diligently and in good faithwith counsel of its own choosing. If Sellers elect not For the avoidance of doubt, Parent shall control all other proceedings with respect to control any Tax Claim; provided that, if such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies relates to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)Stockholder Representative could have, in the case reasonable good faith determination of any auditParent, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification an indemnity obligation under this AgreementSection 8.2, Buyer shall have Parent must first consult in good faith with (and provide any additional relevant information to) the right Stockholder Representative before taking any action with respect to control the conduct of such audit Tax Claim and shall not settle, compromise or proceeding in its sole discretionabandon such Tax Claim without the prior written consent of the Stockholder Representative (such consent not to be unreasonably withheld).

Tax Claims. Sellers Purchaser shall promptly deliver written notice to Seller following any demand, claim, assessment or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Transferred Subsidiaries or any other Taxes for which Seller or its affiliates could reasonably be expected to have an indemnification obligation pursuant to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the right to controlfacts constituting the basis for such Tax Claim, at their sole cost and expensethe nature of the relief sought, and Buyer shall have the right amount of the claimed losses, if any. Failure of Purchaser to participate ingive such notice will not relieve the Seller from its indemnification obligations hereunder, at its sole cost and expense, any except to the extent that Seller is actually prejudiced thereby. All Tax Claim that relates Claims relating solely to any a Pre-Closing Taxable Tax Period to the extent Sellers conduct the defense of such and any Tax Claims actively, diligently and relating to any Taxes addressed in good faith. If Sellers elect not to control any such Tax Claims, then Buyer Section 1.02(d) or Section 9.01(d) shall control such matter, be controlled by Seller or an affiliate thereof (at their own expense); provided, that (i) Sellers’ Representative Purchaser shall be kept reasonably informed of all material developments and events relating to such Tax Claim and (ii) Purchaser, at its own expense, shall have the right to participate in (but not control) the defense of such Tax Claim (including participating in any discussions with the applicable Governmental Entity regarding such matterTax Claims). All other Tax Claims shall be controlled by Purchaser or an affiliate thereof (at their own expense); provided, that (i) Seller shall be kept reasonably informed of all material developments and events relating to such Tax Claim, (ii) Buyer Seller, at its own expense, shall keep Sellers’ Representative reasonably informed of have the status of such matter right to participate in (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iiibut not control) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In Claim (including participating in any discussions with the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent applicable Governmental Entity regarding such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement Claims) and (A) each Party may participate in the Tax Claim; (Biii) such Tax Claim shall not be controlled by that settled or resolved without the consent of Seller, not to be unreasonably withheld, conditioned or delayed. The parties shall act in good faith in responding to, defending against or otherwise dealing with Tax Claims. Section 1.02(d) and this Section 10.01(e) shall govern Tax Claims, and Section 9.03(a) (relating to Third Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (CClaims) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionnot apply.

Tax Claims. Sellers shall have the right to control(i) If any audit, at their sole cost and expenseassessment, and Buyer shall have the right to participate insuit, at its sole cost and expenseproposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim is commenced, proposed or made by any Tax Claim that relates authority that, if successful, could result in indemnification of Buyer Indemnitees pursuant to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Section 9(a) (a “Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax ClaimsClaim”), then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have promptly notify Seller and transmit to Seller a written notice describing in reasonable detail the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed nature of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any Tax Claim and all reasonable expenses incurred related information in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)Failure to promptly provide such notice shall not affect the right of Buyer Indemnitees to indemnification hereunder, in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or except and only to the extent Seller is prejudiced by such delay or omission. Seller shall notify Buyer that Seller elects to control the Sellers have no indemnification obligation under Tax Claim at its own cost and expense in all appropriate Tax Proceedings. Notwithstanding anything to the contrary contained in this AgreementSection 9(f), if either (A) Seller (1) fails to properly notify Buyer that Seller elects to control the Tax Claim pursuant to the preceding sentence, or (2) after commencing or undertaking any such defense or settlement, fails to prosecute or withdraw from such defense or settlement or (B) the Tax Claim involves a Straddle Period, then Buyer shall have the right to control the conduct Tax Claim in all appropriate Tax Proceedings and Buyer Indemnitees shall have the right to be reimbursed by Seller for their reasonable out-of-pocket costs and expenses relating to the control of the Tax Claim; provided that with respect to any portion of a Tax Claim that relates to a Straddle Period, Seller shall be required to reimburse Buyer Indemnitees only for their pro rata share of such audit or proceeding in its sole discretionreasonable out-of-pocket costs and expenses. The party controlling the Tax Claim pursuant to this Section 9(f) is hereinafter referred to as the “Controlling Party.”

Tax Claims. (a) If Purchaser, any of its Affiliates or, effective upon the Closing, the Target Subsidiaries, receives any notice of deficiency, proposed adjustment, adjustment, assessment audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Pre-Closing Period, Purchaser shall promptly notify the Sellers of the receipt of such Tax Claim and shall give the Sellers such information with respect thereto as the Sellers may reasonably request provided, however, that the failure to give such notice on a timely basis shall not affect the indemnification provided herein except to the extent the indemnifying party has been actually and materially prejudiced as a result of such failure. The Sellers shall have the right to control, assume the defense (at their sole cost and the Sellers’ expense, and Buyer shall have the right to participate in, at its sole cost and expense, ) of any Tax Claim that relates asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to any a Pre-Closing Taxable Period through counsel of Sellers’ own choosing by notifying Purchaser within twenty days of the receipt by the Sellers of such notice from Purchaser provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Sellers shall be liable for the extent fees and expenses of counsel employed by Purchaser for any period during which the Sellers conduct have not assumed the defense of any such Tax Claims actively, diligently and third-party claim (other than during any period in good faithwhich Purchaser will have failed to give notice of the third-party claim as provided above). If the Sellers elect not to control any assume such Tax Claimsdefense, then Buyer shall control such matter, provided, that (i) Sellers’ Representative Table of Contents Purchaser shall have the right to participate in any such matterthe defense thereof and to employ counsel, (ii) Buyer shall keep at its own expense, separate from the counsel employed by the Sellers’ Representative reasonably informed of , it being understood that the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for control such defense. Sellers shall not enter into any and all reasonable expenses incurred in connection settlement with Buyer’s defense of such Tax Claims.. In the case of respect to any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim without Purchaser’s prior written consent, which shall not be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionunreasonably withheld.

Tax Claims. Sellers If, subsequent to the Closing, any of Acquiror, the Company, any Company Subsidiary or the Securityholders’ Representative receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder or seeks a Refund Disallowance (a “Tax Claim”), then within 10 Business Days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Securityholders’ Representative shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate inright, at its sole cost and own expense, to (i) participate in and (ii) with respect to any Tax Claim that relates solely to any Pre-Closing Taxable Period to the extent Sellers conduct Tax Periods, assume the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, Claim; 57 provided that (i) Sellersthe Securityholders’ Representative provides written notice of its intent to assume such defense within 15 Business Days after it has received written notice of such Tax Claim, (ii) the Securityholders’ Representative’s counsel is reasonably satisfactory to Acquiror, (iii) the Securityholders’ Representative shall thereafter consult with Acquiror upon Acquiror’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iv) the Securityholders’ Representative shall not, without Acquiror’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax. Acquiror shall have the right (but not the duty) to participate in any such matterthe defense thereof and to employ counsel, (ii) Buyer at its own expense, separate from the counsel employed by the Securityholders’ Representative. Acquiror shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of not settle any Tax Claim for Taxes that applies in respect of which indemnity may be sought hereunder without the consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the previous sentence, if the Securityholders’ Representative does not respond to any request to settle a Straddle Taxable Period and to the extent Tax Claim within 15 Business Days, Acquiror may settle such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion. The Company Securityholders shall pay Acquiror promptly for their portion of any Indemnifiable Damages that results from the resolution of any such Tax Claim, to the extent that such amounts have not been recovered from the Escrow Amount.

Tax Claims. Notwithstanding anything herein to the contrary, if any Proceeding for or with respect to Taxes of which indemnity may be sought against the Sellers (a “Tax Claim”) is asserted in writing against the Purchaser, the Purchaser shall notify the Seller Representative of such Tax Claim within fifteen (15) Business Days of receipt thereof, or such earlier time if necessary in order to allow the Seller Representative to timely respond to such Tax Claim and shall give the Seller Representative such information with respect thereto as the Seller Representative may reasonably request; provided, however, that the Purchaser’s failure or delay to give such prompt notice shall not relieve the Sellers of any of their indemnification obligations under this Section 7.5(c) except to the extent and only to the extent a Seller is materially prejudiced by such failure or delay. The Sellers may discharge, at any time, their indemnification obligations under this Section 7.5(c) by paying to the Purchaser the amount payable pursuant to such Tax Claim calculated as of the date of such payment. The Sellers may, at their own expense, participate in such Tax Claim and, upon notice to Purchaser, jointly control (in the case of Tax Claims with respect to Straddle Periods) or assume (in the case of Tax Claims that relates solely to a taxable period ending on or before the Closing Date) the defense of any such Tax Claim. If the Sellers assume such defense, the Sellers shall have the right sole discretion as to controlthe conduct of such defense; provided that, at their sole cost and expense, and Buyer (i) the Purchaser shall have the right (but not the duty) to participate inobserve and comment on the defense thereof and to employ counsel, at its sole cost and own expense, separate from the counsel employed by the Sellers, (ii) to the extent that the settlement of such Tax Claim could be expected to have an adverse effect on the liability for Taxes of the Company with respect to any taxable period ending after the Closing Date, the Sellers may not settle any such Tax Claim without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed and (iii) the Sellers shall keep the Purchaser informed of material developments relating to such Tax Claim. Whether or not the Sellers choose to defend or prosecute any claim, all of the Parties hereto shall cooperate in the defense or prosecution thereof. If the Sellers elect not to assume the defense of any Tax Claim that relates under this Section 7.5(c), then the Purchaser shall have the right (but not the obligation) at its election to any Pre-Closing Taxable Period to the extent Sellers conduct assume the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)Claim, and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent defend or prosecute such Tax Claim would result in an indemnification obligation by (including any settlement, or compromise thereof) as the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim Purchaser shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding determine in its sole discretion.

Tax Claims. Sellers If a claim is made by any Taxing Authority, which, if ---------- successful, might result in an indemnity payment to PGG, an Acquired Subsidiary or any Affiliate thereof, PGG shall promptly notify CMH in writing (a "Tax Notice") of such claim (a "Tax Claim"). If a Tax Notice is not given to CMH within a sufficient period of time to allow CMH effectively to contest the Tax Claim, or in reasonable detail to apprise CMH of nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, CMH shall have no liability for such Tax Claim to the extent that CMH's position or defense is materially prejudiced as a result thereof. With respect to any Tax Claim, CMH shall have the right to controlcontrol and conduct all proceedings and negotiations in connection with the Tax Claim (including selection of counsel) and, at their without limiting the foregoing, may in its sole cost discretion pursue or forego any and expenseall administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and Buyer may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. PGG shall take any actions reasonably necessary to enable CMH to control and negotiate all such Tax Claims. PGG or its designee shall have the right to participate infully in such proceedings and negotiations (including with counsel of its choice), at its sole cost and expense, any Tax Claim that relates and CMH shall reasonably cooperate with PGG in connection with such participation. If CMH is not permitted to any Pre-Closing Taxable Period to the extent Sellers conduct assume the defense or control the conduct of such Tax Claims activelyClaim, diligently and in good faithno settlement with respect to any assessment may be effected without the prior written consent of CMH. If Sellers elect CMH elects not to control any and conduct the proceedings and negotiations in connection with a Tax Claim, CMH shall, within 30 days of receipt of a Tax Notice with respect to such Tax ClaimsClaim (the "Tax Notice Period"), then Buyer shall notify PGG in writing of its intention not to control and conduct the proceedings and negotiations in connection with such matterTax Claim. In that event, providedPGG may control, that (i) Sellers’ Representative or cause its designee to control, and conduct such proceedings and negotiations in such manner as it may deem appropriate, and CMH shall have the right to participate fully in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter proceedings and negotiations (including providing Sellers’ Representative with copies counsel of all written correspondence regarding such matterits choice), at its sole expense, and (iii) Sellers PGG shall promptly reimburse the Buyer for any reasonably cooperate with CMH and all reasonable expenses incurred its accountants and other representatives in connection with Buyer’s defense of such Tax Claims.. In participation. Notwithstanding the case of forgoing, CMH shall not be entitled to settle any Tax Claim for Taxes that applies to a Straddle Taxable Period and if the settlement would be prejudicial to the extent PGG Parties or an Acquired Subsidiary for any Tax period for which CMH has not agreed to indemnify PGG or an Acquired Subsidiary pursuant to Section 11.7, unless CMH notifies PGG in writing of its intention to settle such Tax Claim would result in an indemnification obligation by at least twenty days prior to the Sellers under this Agreement (A) each Party date of the proposed settlement. In that event, PGG may participate in the Tax Claim; (B) control, or cause its designee to control, and conduct such proceedings and negotiations regarding such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment in such manner as it may deem appropriate at its sole expense, and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer CMH shall have the right to control the conduct of participate fully in such audit or proceeding in proceedings and negotiations at its sole discretionexpense, and CMH and PGG shall reasonably cooperate with each other and with their respective accountants and other representatives in connection with such participation and the final resolution and settlement of the Tax Claim.

Tax Claims. Sellers Parent will promptly notify Representative in writing of the commencement of any audit or examination of any Tax Return for any Pre-Closing Tax Period or Pre-Closing Straddle Period and any other proposed change or adjustment, claim, dispute, arbitration or litigation in respect of Taxes for a Pre-Closing Tax Period or Pre-Closing Straddle Period (each, a "Tax Claim"). Such notice shall describe the asserted Tax Claim in reasonable detail and include copies of any documents received from any taxing authority in respect of any such asserted Tax Claim. Parent shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer with Representative having the right to observe such proceedings and be kept informed of all correspondence between the parties. Parent shall not settle or otherwise compromise any such Tax Claim without the prior written consent of Representative (which consent shall not be unreasonably withheld, conditioned or delayed), provided, in each case, however, that following (A) the expiration of the applicable survival period pursuant to Section 6.1 of this Agreement or (B) if earlier, the time at which Parent or its Affiliates could no longer make a claim against the Indemnity Escrow Amount, Parent may settle any Tax Claim without the consent of the Representative if such action does not adversely affect the Equityholders. In the event that Parent does not exercise its right to control any such Tax Claim, Representative shall control such matterTax Claim; provided, however, that Representative shall inform Parent of the status and progress of such Tax Claim and Parent will have the opportunity to participate in such Tax Claim at its expense. Parent shall not settle any Tax Claim (either at the audit or examination stage or thereafter) without first obtaining Representative's written consent, which shall not be unreasonably withheld, conditioned or delayed, provided, in each case, however, that following (iA) Sellers’ the expiration of the applicable survival period pursuant to Section 6.1 or (B) if earlier, the time at which Parent or its Affiliates could no longer make a claim against the Indemnity Escrow Amount, Parent may settle such Tax Claim without the consent of the Representative if such action does not adversely affect the Equityholders. Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of not settle any Tax Claim for Taxes that applies to a Straddle Taxable Period and to (either at the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (Aaudit or examination stage or thereafter) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably Representative without first obtaining Parent's written consent, which shall not be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)unreasonably withheld, in the case of any audit, proceeding, adjustment conditioned or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretiondelayed.

Tax Claims. Sellers shall have If, subsequent to the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expenseClosing, any of Acquiror, the Company or the Securityholders’ Representative Committee receives notice of a claim by any Tax Claim that relates to any Pre-Closing Taxable Period to Authority that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), then within seven (7) days after receipt of such notice, Acquiror, the extent Sellers conduct Company or the defense Securityholders’ Representative Committee, as the case may be, shall give written notice of such Tax Claims actively, diligently and in good faithClaim to the other Parties. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) SellersThe Securityholders’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Committee shall have the right to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period; provided, however, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes or tax attributes of the Company for a post-Closing tax period, then Acquiror shall control the conduct and resolution of such audit Tax Claim (or portion thereof) and the Securityholders’ Representative Committee shall have the right to participate in the defense of such Tax Claim, and Acquiror shall not settle such Tax Claim without the written consent of the Securityholders’ Representative Committee, which consent shall not be unreasonably withheld. The Securityholders’ Representative Committee and Acquiror shall jointly control the conduct * Confidential treatment requested. 77 and resolution of any Tax Claim relating to a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”). If the Securityholders’ Representative Committee elects not to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Securityholders’ Representative Committee shall notify Acquiror in writing and Acquiror shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Acquiror shall keep the Securityholders’ Representative Committee informed of all developments on a timely basis and Acquiror shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Company Securityholders’ indemnification obligations under this Agreement without Securityholders’ Representative Committee’s written consent, which shall not be unreasonably withheld. With respect to any Tax Claim actually controlled by the Securityholders’ Representative Committee pursuant to this paragraph, the Securityholders’ Representative Committee shall keep Acquiror informed of all developments on a timely basis and Securityholders’ Representative Committee shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons without Acquiror’s written consent, which shall not be unreasonably withheld. Each Party shall bear its own costs incurred in participating in any proceeding in its sole discretionrelating to any Tax Claim.

Tax Claims. Sellers Buyer shall have the right to control, at their sole cost and expensepromptly, and Buyer in any event no more than thirty (30) calendar days following receipt of such notice, notify Seller in writing upon receipt by any Acquired Company of any notice of deficiency, proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative or judicial proceeding, or other legal proceeding relating to Taxes or Tax Returns of or with respect to Taxes payable by any Acquired Company (each, a “Tax Claim”), which could reasonably be expected to give rise to indemnification by Seller under Section 9.2; provided, however, that the failure to provide such notice shall have the right to participate in, at not release Seller from any of its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period obligations under Section 9.2 except to the extent Sellers that Seller is materially prejudiced by such failure. Seller shall be entitled, upon written notification to Seller Parent within thirty (30) calendar days following receipt of notice from Buyer of any Tax Claim, to control the conduct the and defense of such all Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, at its own expense; provided, that (i) Sellers’ Representative Seller shall have keep Buyer informed regarding the right to participate in progress and substantive aspects of any such matter, Tax Claim; (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), be entitled at its own expense to participate in any Tax Claim; and (iii) Sellers Seller shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of not compromise or settle any Tax Claim for Taxes that applies without obtaining Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If Seller does not timely elect to a Straddle Taxable Period control the conduct and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden defense of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, then Buyer shall have the right to control the conduct and defense thereof; provided, that, (i) Buyer shall keep Seller informed regarding the progress and substantive aspects of such audit Tax Claim; (ii) Seller shall be entitled at its own expense to participate in such Tax Claim; and (iii) Buyer shall not compromise or proceeding in its sole discretionsettle any such Tax Claim without obtaining Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Claims. Sellers shall have the right to controlIf, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period subsequent to the extent Sellers conduct Closing, Parent, the defense Company or any of such Tax Claims activelyits Subsidiaries receives notice of a claim by any Taxing authority that, diligently and in good faith. If Sellers elect not to control any such Tax Claimsif successful, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would could result in an indemnification obligation indemnity payment by the Sellers Seller under this Agreement (A) each Party may participate in the a “Tax Claim; ”), then within thirty (B30) days after receipt of such notice, Parent shall give written notice of such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTto Seller. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)If, in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or subsequent to the extent the Sellers have no indemnification obligation Closing, Seller receives notice of a Tax Claim that, if successful, could result in an indemnity payment by Seller under this Agreement, Buyer then within thirty (30) days after receipt of such notice, Seller shall give written notice of such Tax Claim to Parent. Seller shall have the right, at its own expense, to control the conduct and resolution of any such Tax Claim; provided, however, that Seller shall keep Parent informed of all developments on a timely basis and shall not settle such Tax Claim without Parent’s approval, which approval shall not be unreasonably withheld, if the settlement of such Tax Claim would, in Parent’s reasonable opinion, have more than an insignificant adverse effect on Parent’s, the Company’s or any of the Company’s Subsidiaries’ liability for Taxes in any period after the Closing. If Seller elects not to control the conduct and resolution of any such Tax Claim, Seller shall notify Parent in writing, and Parent shall have the right to control the conduct and resolution of such audit or proceeding in Tax Claim; provided, however, that if Parent exercises its sole discretionright to control the conduct and resolution of such Tax Claim, Parent shall keep Seller informed of all developments on a timely basis.

Tax Claims. Sellers Notwithstanding anything to the contrary in Section 9.3, this Section 9.4(b) shall apply to all claims, audits, examinations and other proposed changes or adjustments by any taxing authority concerning any Taxes for which ITTI is or may be liable, in whole or in part, pursuant to this Agreement (each a "Tax Claim"). With respect to any Tax Claim, ITTI shall, at its own expense and provided that ITTI acknowledges in writing its liability under this Agreement to hold Purchaser harmless against the full amount of any change or adjustment which may be made as a result of such Tax Claim, control the defense and settlement of such Tax Claim and Purchaser agrees to cooperate with ITTI in pursuing such Tax Claim. ITTI shall use reasonable efforts to keep Purchaser informed of all material developments and events relating to such Tax Claim and Purchaser shall have the right right, at its own expense, to observe (but not to control) the conduct of any Tax Claim, at their sole cost provided, however that if ITTI does not assume the defense of any such Tax Claim, Purchaser 134 126 may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Tax Claim after giving 15 Business Days' prior written notice to ITTI setting forth the terms and expenseconditions of settlement. In the event that a potential adjustment as to which ITTI has acknowledged its liability is present in the same Tax Claim as a potential adjustment for which Purchaser would be liable, and Buyer Purchaser shall have the right to participate inright, at its sole cost and own expense, any to control such Tax Claim that relates to any Pre-Closing Taxable Period with respect to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faithlatter proposed adjustment. If Sellers elect not With respect to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period that relates to both the portion of such Straddle Period that ends on the Closing Date and to the extent portion of such Tax Claim would result in an indemnification obligation by Straddle Period that begins after the Sellers under this Agreement Closing Date, (Ai) each Party party may participate in the Tax Claim; , and (Bii) such the Tax Claim shall be controlled by that Party that the party which would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustment and any corresponding adjustments that may be reasonably be anticipated for any future Tax periods; , which determination shall be made by the parties in good faith. The principles set forth in the preceding sentence also shall govern for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by Purchaser and ITTI. With respect to a Tax Claim which involves an issue that recurs for any taxable period that begins after the Closing Date (whether or not the subject of a Tax Claim at such time) (i) each party may participate in the Tax Claim, and (Cii) each Party the Tax Claim shall bear be controlled jointly by the appropriate portion parties (such Tax Claim a "Joint Control Tax Claim"). Any disputes arising between the parties with respect to a Joint Control Tax Claim which cannot be resolved within 30 days of receipt by one party of a written notice from the other party which specifies in reasonable detail the nature of any disagreement shall be submitted for resolution to the Independent Accounting Firm which 135 127 shall, within 30 days after such submission, or such longer period as the Independent Accounting Firm may reasonably require, determine and report to ITTI and Purchaser upon such disputes, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Independent Accounting Firm shall have the right to control the conduct of such audit or proceeding in its sole discretionbe shared equally between Purchaser and ITTI.

Tax Claims. Sellers shall have (a) If after the right to controlClosing, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, Purchaser receives notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser, its Affiliates or the Acquired Companies (a “Tax Claim”), which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Parent under Section 7.02, the Purchaser shall give the Parent notice of such Tax Claim within thirty (30) days of receipt of such notice; provided, however, that relates the failure to provide such notice shall not release the Parent from any Pre-Closing Taxable Period of its obligations under this Article VII except to the extent Sellers conduct that such failure results in a detriment to the Parent, and shall not relieve the Parent from any other Liability that it may have to Purchaser, its Affiliates or the Acquired Companies other than under this Article VII. The Parent shall be entitled to assume and control the defense of such Tax Claims actively, diligently Claim at its expense and in good faiththrough counsel of its choice if it gives notice of its intention to do so to the Purchaser within fifteen (15) days of the receipt of such notice from the Purchaser. If Sellers elect not the Parent elects to undertake any such defense against a Tax Claim, the Purchaser may participate in such defense at its own expense. The Purchaser shall cooperate with the Parent in such defense and make available to the Parent, at the Parent’s expense, all witnesses, pertinent records, materials and information in the Purchaser or its Acquired Companies’ possession or under the Purchaser or Acquired Companies’ control relating thereto as is reasonably required by the Parent. If the Parent elects to direct the defense of any such Tax ClaimsClaim, then Buyer the Purchaser shall control such matternot pay, providedor permit to be paid, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status part of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding Tax Claim unless the Parent consents in writing to such matter), and (iii) Sellers shall promptly reimburse payment or unless the Buyer for any and all reasonable expenses incurred in connection with Buyer’s Parent withdraws from the defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to or unless a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation final judgment from which no appeal may be taken by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden or on behalf of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Parent is entered against the sum of Purchaser or the adjustment and any corresponding adjustments that may reasonably be anticipated Acquired Companies for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)If Parent has elected not to assume and control the defense of a Tax Claim, in and Purchaser assumes the case defense of any auditsuch Tax Claim and proposes to settle such Tax Claim prior to a final judgment thereon or to forgo any appeal with respect thereto, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to then the extent Purchaser shall give the Sellers have no indemnification obligation under this Agreement, Buyer Parent prompt written notice thereof and the Parent shall have the right right, at its expense, to control participate in the conduct settlement or assume or reassume the defense of such audit claims or proceeding in its sole discretionproceeding.

Tax Claims. Sellers shall Parent agrees to give prompt notice to the Holder Representative of any notices from a Taxing Authority, the assertion of any claim, or the commencement of any tax audit, suit, action or proceeding in respect of which indemnity may be sought under ‎‎Section 11.02(a) (a “Tax Claim”); provided, that the failure or delay to notify the Holder Representative of a Tax Claim will not relieve the Unitholders of any liability that they may have to Parent under this Agreement, except to the right extent that the Unitholders have been actually prejudiced by Parent’s failure or delay to control, at their sole cost and expense, and Buyer shall have give such notice or the right to participate inUnitholders forfeit rights or defenses by reason of such failure or delay. The Holder Representative may, at its sole cost and own expense, (i) participate in and (ii) with respect to Tax Claims that relate solely to Taxes for which the Unitholders would be solely liable, assume the defense of any such Tax Claim that relates Claim, so long as the Holder Representative provides written notice to any Pre-Closing Taxable Period Parent of its intent to the extent Sellers conduct assume the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control Claim within thirty (30) days after receiving notice of such matter, provided, ; provided that (i) Sellers’ the Holder Representative’s counsel is reasonably satisfactory to Parent, (ii) the Holder Representative shall thereafter consult with Parent upon Parent’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iii) the Holder Representative shall not, without Parent’s consent, which consent shall not be unreasonably withheld or delayed, settle, resolve, compromise or abandon such Tax Claim. Parent shall have the right (but not the duty) to participate in any such matterthe defense thereof and to employ counsel, (ii) Buyer shall keep Sellers’ Representative reasonably informed of at its own expense, separate from the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)counsel employed by the Holder Representative, and (iii) Sellers the Holder Representative shall promptly reimburse not assert that the Buyer for Losses with respect to the Covered Tax, or any and all reasonable expenses incurred in connection portion thereof, with Buyer’s defense of such Tax Claims.. In the case of respect to which Parent seeks indemnification is not subject to indemnification. Parent shall not settle, resolve, compromise or abandon any Tax Claim in respect of which indemnity may be sought hereunder without the consent of the Holder Representative, which consent shall not be unreasonably withheld or delayed, unless the Holder Representative elects not to assume such defense. The Holder Representative shall be liable for Taxes that applies the fees and expenses of counsel employed by Parent for any period during which the Holder Representative has not assumed the defense thereof. Whether or not the Holder Representative chooses to a Straddle Taxable Period and to defend or prosecute any claim, all of the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate parties hereto shall cooperate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment defense or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionprosecution thereof.

Tax Claims. Sellers (a) If an Action for Taxes (including notice of a pending audit) shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, be made in writing by any Tax Authority, which, if successful, could result in an indemnity payment from Sellers pursuant to Section 8.1(a) or otherwise affect an item for which Sellers would be entitled to a payment pursuant to Section 8.5 (a “Tax Claim”), the party first receiving written notice of such Tax Claim that relates shall notify the other party within fifteen (15) Business Days of the receipt of such a Tax Claim. A failure by any Party to any Pre-Closing Taxable Period provide proper notice of a Tax Claim shall not relieve such Party from its indemnification obligations under this Agreement, except to the extent Sellers conduct that the defense of such Tax Claims actively, diligently other Party is actually and in good faithmaterially prejudiced as a result thereof. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (ib) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies relates solely to a Straddle Taxable Period and any taxable period that ends on or prior to the extent Closing Date, the Sellers may assume the defense of such Tax Claim would result in an indemnification obligation by providing written notice to Buyer within fifteen (15) days of the Sellers receipt of the notice required under this Agreement (A) each Party may Section 8.4(a). Subject to Section 8.4(d), Buyer may, at its own expense, fully participate in the Tax Claim; (B) any such Tax Claim and the Sellers shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses not settle or otherwise dispose of such Tax Claim without obtaining Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers do not assume the defense of any such Tax Claim, Buyer shall defend such Tax Claim (at the expense of Sellers) and shall not settle or otherwise dispose of such Tax Claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. 55 (c) Except as otherwise provided in Section 4.5(d8.4(b) and Section 8.4(d), in Buyer shall control all Tax Claims; provided that (i) Buyer shall keep the case Sellers informed regarding the progress and substantive aspects of any auditissues in such Tax Claim for which the Sellers may have liability pursuant to this Agreement or be entitled to a payment pursuant to Section 8.5, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies (ii) the Sellers shall be entitled to participate in such Tax Claim with respect to any Post-Closing Taxable Period and/or to the extent issues for which the Sellers may have no indemnification obligation under liability pursuant to this Agreement and (iii) Buyer shall not settle or otherwise dispose of any issues in such Tax Claim for which the Sellers may have liability pursuant to this Agreement, without obtaining the Sellers’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding any other provision of this Agreement to the contrary, Buyer shall have not be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return that includes the right to control the conduct Sellers or any of such audit or proceeding in its sole discretion.their Affiliates. Section 8.5

Tax Claims. Sellers Parent shall have promptly (and shall cause its Affiliates to promptly) notify the right to controlMembers’ Representative following receipt of written notice of any audit, at their sole cost and expenseexamination, and Buyer shall have the right to participate innotice of deficiency, at its sole cost and expense, administrative or judicial proceeding or claim by any Taxing Authority in respect of any Tax Claim that relates to Return or Taxes of the Company for any Pre-Closing Taxable Tax Period (including the pre-Closing portion of any Straddle Period) or any Taxes for which an indemnification claim could reasonably exist or result against any Member pursuant to the terms of this Agreement ‎(each, a “Tax Claim”)‎; provided, that failure to comply with this provision shall not affect Parent’s right to indemnification hereunder, except and only to the extent Sellers conduct that the defense rights or defenses available to the Members (including the Members’ Representative) with respect to such claim are forfeited or materially prejudiced by reason of such failure. With respect to any Tax Claims activelyClaim relating to a Pass-Through Tax Return for a Tax period ending on or before the Closing Date or a Tax for which any Member could have liability pursuant to the indemnification terms of this Agreement, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellersthe Members’ Representative shall have the right, but not the obligation, to control the settlement and resolution of (including the right to appoint the “partnership representative” and the “designated individual,” as those terms are used in Section 6223 of the Code and Treasury Regulation Section 301.6223-1(b)(3), and the “tax matters partner” as that term is defined in Section 6231 of the Code for years prior to 2018, as applicable) each such Tax Claim by providing written notice to Parent within fifteen (15) days of ​ 4855-0363-3265.v2 ​ Parent’s (or, if applicable, its Affiliate’s) delivery to the Members’ Representative of notice of the applicable Tax Claim; provided, that (a) the Members’ Representative shall keep Parent reasonably informed of all material developments relating to any Tax Claim controlled by Members’ Representative, (b) Parent shall be entitled to participate in any such matterTax Claim at its own expense, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of including‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter)Tax Claim, and (iiic) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies Members’ Representative may not agree to a Straddle Taxable Period and to settlement or compromise thereof without the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim prior written consent of Parent, which consent shall not be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTunreasonably withheld, conditioned or delayed. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Parent shall have the right to control any other Tax Claim (including any such Tax Claim which the conduct Members’ Representative does not elect to control pursuant to the foregoing provisions); provided, that, if the Tax Claim relates to Taxes for which an indemnification claim could exist against any Member pursuant to the terms of this Agreement‎, (v) Parent shall keep the Members’ Representative reasonably informed of all material developments relating to any Tax Claim controlled by Parent, (x) Members’ Representative shall be entitled to participate in such audit Tax Claim at its own expense, including‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Claim, and (z) Parent shall not (and shall not permit any of its Affiliates (including the Surviving Company) to) agree to (or proceeding permit or cause) a settlement or compromise thereof without the prior written consent of the Members’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Members’ Representative shall have the sole right to designate the “partnership representative” (within the meaning of Code Section 6223) of the Company and any “designated individual” within the meaning of Treasury Regulation Section 301.6223-1(b)(3), in its sole discretioneach case, for any taxable period, or portion thereof, of the Company that ends on or before the Closing Date. Notwithstanding anything to the contrary in this Agreement, the provisions of Article VIII are subject to the foregoing provisions of this Section 9.1(g).

Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, If any Tax Claim that relates Governmental Authority issues to any Pre-member of the Company Group (i) a written notice of its intent to audit, examine, or conduct a proceeding with respect to Taxes or Tax Returns of a member of the Company Group for any period beginning prior to the Closing Taxable Period Date or (ii) a written notice of deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns for any period beginning prior to the Closing Date, Parent or the Company shall notify the Shareholders’ Representative of the receipt of such communication within ten (10) calendar days after receiving such notice (a “Tax Claim”) (but in no event later than three Business Days prior to the expiration of any period prescribed for responding or otherwise taking action with respect to such Tax Claim). No failure or delay of Parent or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Shareholders pursuant to this Agreement, except to the extent Sellers that such failure precludes the Shareholders or any member of the Company Group from defending against any liability or claim for Taxes that the Shareholders are obligated to pay hereunder. Notwithstanding anything herein to the contrary, including Section 9.3, Parent shall control the conduct and resolution of any Tax Claim, provided that (w) Shareholders’ Representative will be entitled to participate fully in the defense of such Tax Claims activelyClaim at the expense of the Shareholders, diligently and in good faith. If Sellers elect not to control any employ counsel of its choice for such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellerspurpose at the Shareholders’ Representative shall have the right to participate in any such matterexpense, (iix) Buyer Parent and the Company Group shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellersprovide Shareholders’ Representative with copies of all written correspondence communications relating to the Tax Claim, (y) Parent and the Company shall keep Shareholders’ Representative informed regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case progress of any Tax Claim for Taxes that applies and consult with Shareholders’ Representative with respect to a Straddle Taxable Period and any issues relating to the extent such Tax Claim if such Tax Claim relates to Taxes for which the Shareholders are liable under this Agreement and (z) Parent and the Company shall not settle or otherwise resolve any Tax Claim (or any issue raised with respect to such Tax Claim) if such settlement or other resolution relates to Taxes for which Shareholders are liable under this Agreement without the prior written consent of the Shareholders’ Representative, such consent not to be unreasonably withheld, delayed or conditioned. For the avoidance of doubt (but not in limitation of other reasonable bases for the failure of the Shareholders’ Representative to consent to a proposed settlement or resolution of a particular Tax Claim), the failure of the Shareholders’ Representative to consent to any proposed settlement or resolution that would result in a payment to a Governmental Authority for which the Shareholders would be liable for indemnification under Article IX in preference to a bona fide written alternative proposed settlement or resolution that would result in a payment to such Governmental Authority of an equal or lesser amount for which the Shareholders would not be liable for indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim Article IX shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretiondeemed reasonable.

Tax Claims. Sellers shall have the right to control(i) If any audit, at their sole cost and expenseassessment, and Buyer shall have the right to participate insuit, at its sole cost and expenseproposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim is commenced, proposed or made by any Tax Claim that relates authority that, if successful, could result in indemnification of Buyer Indemnitees pursuant to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Section 8(a) (a “Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax ClaimsClaim”), then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have promptly notify Seller and transmit to Seller a written notice describing in reasonable detail the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed nature of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any Tax Claim and all reasonable expenses incurred related information in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)Failure to promptly provide such notice shall not affect the right of Buyer Indemnitees to indemnification hereunder, in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or except and only to the extent Seller is prejudiced by such delay or omission. Seller shall notify Buyer that Seller elects to control the Sellers have no indemnification obligation under Tax Claim at its own cost and expense in all appropriate Tax Proceedings. Notwithstanding anything to the contrary contained in this AgreementSection 8(f), if either (A) Seller (1) fails to properly notify Buyer it elects to control the Tax Claim pursuant to the preceding sentence, or (2) after commencing or undertaking any such defense or settlement, fails to prosecute or withdraw from such defense or settlement or (B) the Tax Claim involves a Straddle Period, then Buyer shall have the right to control the conduct Tax Claim in all appropriate Tax Proceedings and Buyer Indemnitees shall have the right to be reimbursed by Seller for their reasonable out-of-pocket costs and expenses relating to the control of the Tax Claim; provided that with respect to any portion of a Tax Claim that relates to a Straddle Period, Seller shall be required to reimburse Buyer Indemnitees only for their pro rata share of such audit reasonable out-of-pocket costs and expenses. Seller shall not settle any Tax Claim in a manner that would adversely affect Altama or proceeding in any of its sole discretionSubsidiaries after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. The party controlling the Tax Claim pursuant to this Section 8(f) is hereinafter referred to as the “Controlling Party.”

Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, If a claim is made by any Tax Claim that relates authority which, if successful, is likely to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden indemnity payment to Buyer or any of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies its Affiliates pursuant to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall notify Seller or Parent (as applicable) of such claim (a "Tax Claim") as provided in Section 6.3(d), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Seller or Parent from any liability which it may have on account of this indemnification or otherwise, except to the extent that Seller or Parent is prejudiced thereby. Seller and/or Parent will have the right, at its option, upon notice to Buyer, to assume control of any defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of RIH or New Pier, as the case may be, for a Straddle Period) with its own counsel; provided, however, such counsel is reasonably satisfactory to Buyer. Seller's and/or Parent's right to control the conduct a Tax Claim will be limited to amounts in dispute which would be paid by Seller and/or Parent or for which Seller and/or Parent would be liable pursuant to this Agreement. Costs of such audit Tax Claims are to be borne by Seller and/or Parent unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. Buyer, RIH and New Pier (as the case may be) shall cooperate with Seller and/or Parent in contesting any Tax Claim, which cooperation shall include the retention and, upon Seller's and/or Parent's request, the provision of records and information which are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information or proceeding explanation of any material provided hereunder. Notwithstanding the foregoing, Seller and/or Parent shall neither consent nor agree (nor, prior to the Closing, cause RIH or New Pier to consent or agree) to the settlement of any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of RIH or New Pier or any affiliated group (as defined in its sole discretionSection 1504(a) of the Code) of which RIH or New Pier is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). None of Seller, Parent, and any entity related to Seller or Parent shall file an amended Tax Return that will affect the liability for Taxes of RIH or New Pier without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). Buyer and Seller and/or Parent shall jointly control all proceedings taken in connection with any claims for Taxes relating to a Straddle Period of RIH or New Pier. To the extent that any of the provisions of this Section 10.3(c) conflict with any of the provisions of Section 10.3(a), this Section 10.3(c) shall prevail.

Tax Claims. Sellers If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to the Purchaser or any of its Affiliates pursuant to this Article X, the Purchaser shall notify the Seller of such claim (a "Tax Claim"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Seller from any liability which it may have on account of this indemnification or otherwise, except to the extent that the Seller is materially prejudiced thereby. The Seller will have the right to control, at their sole cost and expense, and Buyer shall have the right to participate inright, at its sole cost and expenseoption, upon timely notice to the Purchaser, to assume control of any defense of any Tax Claim that relates (other than a Tax Claim relating solely to any Pre-Closing Taxable Period Taxes of the Company for a Straddle Period) with its own counsel, provided, however, such counsel is reasonable satisfactory to the extent Sellers conduct Purchaser. The Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by the defense Seller or for which the Seller would be liable pursuant to this Article X. Costs of such Tax Claims activelyare to be borne by the Seller unless the Tax Claim relates to taxable periods ending after the Closing Date, diligently in which event such costs will be fairly apportioned. The Purchaser and the Company shall cooperate with the Seller in good faith. If Sellers elect not contesting any Tax Claim, which cooperation shall include the retention and, upon the Seller's request, the provision of records and information which are reasonably relevant to control any such Tax ClaimsClaim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, then Buyer the Seller shall control such matter, provided, that neither consent nor agree (inor cause the Company to consent or agree) Sellers’ Representative shall have to the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case settlement of any Tax Claim with respect to any liability for Taxes that applies may affect the liability for any state or federal income tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of the Purchaser, and neither the Seller, nor any Seller Entity, shall file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of the Purchaser. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionCompany.

Tax Claims. Sellers If, subsequent to the Closing, any of Parent, its Affiliates or the Securityholder Representative receives written notice of a claim by any governmental authority relating to Taxes of the Company that, if successful, may reasonably be expected to result in an indemnity payment pursuant to Article VII (a “Tax Claim”), then within five (5) Business Days after receipt of such notice, the party receiving such notice shall give written notice of such Tax Claim to the other parties; provided, that no delay or failure on the part of Parent in delivering any such notice shall cause any Parent Indemnified Party to forfeit any indemnification rights under Article VII, except to the extent that the Company Indemnitors are actually prejudiced by such delay or failure. Parent shall have the right in its sole discretion to controlcontrol the conduct and resolution of any Tax Claim; provided, however, that (i) the Securityholder Representative shall be entitled (on behalf of the Company Indemnitors and at their sole cost and expense, and Buyer shall have the right ) to participate in, at its sole cost and expensebut not to control, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct determine or conduct, the defense of such Tax Claims activelyClaim, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed except with the consent of the status of Securityholder Representative (such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matterconsent not to be unreasonably withheld, conditioned or delayed), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case no settlement of any Tax Claim for Taxes that applies shall be determinative of the right of any Parent Indemnified Party to a Straddle Taxable Period and be indemnified with respect to the extent such Tax Claim would result in an indemnification obligation by or settlement or any Losses relating thereto; provided, further, that the Sellers under this Agreement (A) each Party may participate in consent of the Tax Claim; (B) such Securityholder Representative with respect to any settlement of any Tax Claim shall be controlled deemed to have been given unless the Securityholder Representative shall have objected within thirty (30) day after a written request for such consent by Parent. In the event that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and Securityholder Representative has consented to any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceedingsettlement, adjustment or other claim made by compromise, the Company Indemnitors shall have no power or authority to object under any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or provision of Article VII to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct amount of such audit settlement, adjustment or proceeding in its sole discretioncompromise.

Tax Claims. During the Indemnification Period, the Buyer shall promptly notify the Sellers’ Representative in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any proposed assessment against or demand or claim on any Buyer Indemnitee (including, after the Closing, the Company) which, if determined adversely to the taxpayer or after the lapse of time, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 11.3 (a “Tax Claim”); provided, however, that the Buyer’s failure to deliver notice of a Tax Claim to the Sellers’ Representative within a sufficient period of time and in reasonably sufficient detail to allow the Sellers to effectively contest such Tax Claim shall have affect the right Liability of the Sellers to controlany Buyer Indemnitee only to the extent that the Sellers’ position is materially prejudiced as a result thereof. The Sellers’ Representative shall control all proceedings with respect to any Tax Claim relating solely to Taxes of the Company for a taxable period ending on or before the Closing Date; provided, at their sole cost however, that (a) the Buyer and expense, and Buyer counsel of its own choosing shall have the right to participate infully in all aspects of the prosecution, at its sole cost defense and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense settlement of such Tax Claims activelyClaim, diligently and in good faith. If (b) none of the Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) and the Sellers’ Representative shall have the right to participate in settle any such matterTax Claim without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, (ii) Buyer shall keep delayed or conditioned). The Sellers’ Representative reasonably informed and the Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the status Company for a Straddle Period, and neither party shall settle any such Tax Claim without the prior written consent of such matter the other party (including providing which shall not be unreasonably withheld, delayed or conditioned). The Buyer shall control all other proceedings with respect to Taxes of the Company; provided that the Buyer shall reasonably consult with the Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of respect to any Tax Claim for Claims relating solely to Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Company for a taxable period beginning after the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionDate.

Tax Claims. (i) Except as provided in this ‎Section 8.03(d), the Sellers shall, solely at their cost and expense, represent the Acquired Companies’ interests in any Tax Proceeding relating to a Pre-Closing Tax Period for which a claim for indemnification pursuant to ‎Section 8.02 could be made (collectively, a “Tax Claim”); provided, however, that (x) the Purchaser shall have the right to controlreview all written submissions to the relevant Taxing Authority and the Sellers shall reasonably consider any comments promptly provided to the Sellers by the Purchaser with respect to such submissions, at their sole cost (y) the Sellers shall keep the Purchaser fully informed of all aspects of such Tax Claim, including advising the Purchaser of all meetings and expensediscussions with the relevant Taxing Authority with reasonable advanced notice so that the Purchaser can attend all such discussions (it being understood and agreed that the Purchaser’s attendance must be acceptable to the Taxing Authority and that the Purchaser shall be an observer and not a participant), and Buyer shall have reasonably respond to any request for information or update from the right Purchaser related to participate in, at its sole cost and expense, any Tax Claim that relates to and (z) the Sellers shall first consult in good faith with the Purchaser before taking any Pre-Closing Taxable Period action with respect to the extent Sellers conduct the defense of such Tax Claims activelyClaim which action would be binding on any Acquired Company and the Sellers shall not settle such Tax Claim without the prior written consent of the Purchaser, diligently which consent shall not be unreasonably withheld, conditioned or delayed, and in good faiththe Purchaser shall communicate to the Sellers whether the Purchaser is providing or withholding consent no later than three (3) Business Days following receipt of notice from the Sellers of such proposed settlement. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, the Purchaser reasonably determines that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense proposed resolution of such Tax Claims.. In Claim (the case of any “Proposed Settlement”) could have a materially adverse effect on the Purchaser or the Acquired Companies in a Post-Closing Tax Claim for Taxes that applies Period, the Purchaser may withhold its consent to a Straddle Taxable Period and such settlement. If the Purchaser refuses to consent to the extent such Tax Claim would result in an Proposed Settlement, any indemnification obligation by obligations of the Sellers under this Agreement (A) each Indemnifying Party may participate in the Tax Claim; (B) with respect to such Tax Claim shall be controlled limited to the amount for which the Indemnifying Party would have been obligated to indemnify the Indemnified Party had such Proposed Settlement been accepted and the Purchaser shall control such Tax Claim on a going forward basis (including by employing counsel of their choice, solely at their cost and expense) if the Purchaser’s refusal to consent includes (A) a statement that Party the Purchaser wishes to assume the defense on a going forward basis, (B) a written acknowledgement by the Purchaser that would bear the burden Sellers’ obligation to indemnify is limited in the manner specified at the beginning of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; this sentence, and (C) each Party shall bear instructions for the appropriate portion of Sellers to deliver the expenses of information relevant to such Tax Claim to a party designated by the Purchaser to control such Tax Claim. Except ’s defense; provided that if the Proposed Settlement provides for (a) different tax treatment of any substantially identical items or transactions as otherwise provided in Section 4.5(d)between any Pre-Closing Tax Period and any Post-Closing Tax Period, (b) the shifting of any deductions or other tax benefits from a Post-Closing Tax Period to a Pre-Closing Tax Period, or (c) the shifting of any income or gain from a Pre-Closing Tax Period to a Post-Closing Tax Period and, in the case of any auditof (a), proceeding(b) or (c), adjustment the amount of Taxes due for the Pre-Closing Tax Period in the Proposed Settlement is lower than it would have otherwise been had the Proposed Settlement not included that different tax treatment or that shifting, then the limitation on indemnification shall not be triggered and the Purchaser and the Sellers shall (1) jointly represent their interests in such Tax Claim, (2) employ counsel of their mutual choice, (3) cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Claim, and (4) mutually agree on any settlement or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct disposition of such audit or proceeding in its sole discretionTax Claim.

Tax Claims. Sellers If, subsequent to the Closing, any of Acquiror, the Company, any Company Subsidiary or the Securityholders’ Representative receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder or seeks a Refund Disallowance (a “Tax Claim”), then within ten (10) Business Days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Securityholders’ Representative shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate inright, at its sole cost and own expense, to (i) participate in and (ii) with respect to any Tax Claim that relates solely to any Pre-Closing Taxable Period to the extent Sellers conduct Tax Periods, assume the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, Claim; provided that (i) Sellersthe Securityholders’ Representative provides written notice of its intent to assume such defense within fifteen (15) Business Days after it has received written notice of such Tax Claim, (ii) the Securityholders’ Representative’s counsel is reasonably satisfactory to Acquiror, (iii) the Securityholders’ Representative shall thereafter consult with Acquiror upon Acquiror’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iv) the Securityholders’ Representative shall not, without Acquiror’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax. Acquiror shall have the right (but not the duty) to participate in any such matterthe defense thereof and to employ counsel, (ii) Buyer at its own expense, separate from the counsel employed by the Securityholders’ Representative. Acquiror shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of not settle any Tax Claim for Taxes that applies in respect of which indemnity may be sought hereunder without the consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the previous sentence, if the Securityholders’ Representative does not respond to any request to settle a Straddle Taxable Period and to the extent Tax Claim within fifteen (15) Business Days, Acquiror may settle such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion. The Company Securityholders shall pay Acquiror promptly for their portion of any Indemnifiable Damages that results from the resolution of any such Tax Claim, to the extent that such amounts have not been recovered from the Escrow Amount.

Tax Claims. Sellers If a claim shall have be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to this Agreement, then such indemnified party shall give notice to the right indemnifying party in writing of such claim and of any counterclaim the indemnified party proposes to controlassert (a “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of such failure. (i) With respect to any Tax Claim relating to a Pre-Closing Tax Period, Seller shall, solely at their sole its own cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that Seller must first consult, in good faith with Buyer before taking any action with respect to the conduct of such Tax Claim. Notwithstanding the foregoing, Seller shall not settle such Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld, and Buyer, and counsel of its own choosing, shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to fully in all aspects of the extent Sellers conduct the prosecution or defense of such Tax Claims activelyClaim if it reasonably determines that such Tax Claim could have a material adverse impact on the Taxes of the Company in a Post-Closing Tax Period. (ii) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period, diligently and in good faithshall bear their own respective costs and expenses. If Sellers elect not to control Neither Seller nor Buyer shall settle any such Tax Claims, then Claim without the prior written consent of the other. (iii) Buyer shall control such matter, provided, that (i) Sellers’ Representative all proceedings with respect to any Tax Claim relating to a taxable period or portion thereof beginning on or after the Closing Date. Seller shall have the no right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of any such audit or proceeding in its sole discretion.proceeding. 34

Tax Claims. Each Party shall promptly notify the other Parties in writing upon receipt by such Party or any of its Affiliates of notice of any audits, examinations, adjustments or assessments relating to Taxes of Company that could give rise to a claim for indemnification under Article VIII (each, a “Tax Claim”). Sellers may contest such Tax Claim in any forum permitted under applicable Law and shall otherwise have the right, subject to the limitations set forth in this Section 9.06, to direct, control and settle any administrative or judicial proceedings relating to such Tax Claim, provided that (a) Sellers notify Purchaser in writing within 20 days after Purchaser’s notification to Sellers of such Tax Claim of Sellers’ intent to exercise their right to direct, control, at their sole cost and expensesettle such Tax Claim and such notification includes an acknowledgment that Sellers are obligated to indemnify Purchaser and Company fully with respect to such Tax Claim, (b) such Tax Claim can be contested independently of any other audit, examination, adjustment or assessment which is not a Tax Claim, (c) Purchaser shall be entitled to make comments to Sellers regarding the conduct of or positions taken in any such administrative or judicial proceeding and Buyer shall have the right to participate in, at its sole cost expense in such administrative or judicial proceedings, (d) Sellers shall keep Purchaser informed regarding the status of such Tax Claim, including providing Purchaser with copies of all correspondence and expenseother information regarding such Tax Claim, (e) the legal counsel selected by Sellers to defend the Tax Claim is reasonably acceptable to Purchaser, (f) the administrative or judicial proceedings relating to such Tax Claim do not seek an injunction or equitable relief against Purchaser or any of its Affiliates, (g) Purchaser or any of its Affiliates has no reasonable basis for believing that an adverse determination with respect to the Tax Claim would be detrimental to or injure its reputation in the public eye or its future business prospects, (h) for any Tax Claim that relates is subject to the Partnership Tax Audit Rules, Company will make an election under Section 6226(a) of the Code (regarding the “push out” election) with respect to any Pre-Closing Taxable Period Imputed Underpayment arising with respect to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claimstaxable year, then Buyer shall control such matteror portion thereof, provided, that and (i) Sellers’ Representative shall have the right to participate in Sellers may not settle any such matterproceeding without the prior written consent of Purchaser, (ii) Buyer which shall keep Sellers’ Representative reasonably informed not be unreasonably withheld, delayed or conditioned. The foregoing shall apply to Tax Claims in lieu of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax ClaimSection 9.04. Except as otherwise provided in this Section 4.5(d)9.06, in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Purchaser shall have the sole right to control the conduct of such any audit or examination by any Tax Authority and contest, 57 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 Company for all Tax periods; provided, however, that, if the settlement of any matter may affect the obligations of Sellers to Purchaser, Purchaser may not settle any such proceeding in its sole discretionwithout prior written consent of Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Tax Claims. Sellers This Section 14.6 (and not Section 13.4) shall control any inquiry, assessment, proceeding or other similar event relating to Taxes of the Company or any Company Subsidiary. The Seller Representative, on behalf of the Sellers, shall have the right (but not the obligation) to controlrepresent the interests of the Company or any Company Subsidiary before the relevant Governmental Authority with respect to any inquiry, at their sole cost and expenseassessment, and Buyer shall have the right proceeding or other similar event (a “Tax Matter”) relating solely to participate in, at its sole cost and expense, any Tax Claim that relates to Taxes of any Pre-Closing Taxable Period Tax Period, and has the right to control the extent Sellers conduct defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, preparing 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 Tax Matter; provided, however, (a) Buyer has the right (but not the obligation) to participate in the defense of such Tax Claims activelyMatter and to employ counsel, diligently at its own expense, separate from counsel employed by the Seller Representative, on behalf of the Sellers, and in good faith. If Sellers elect (b) the Seller Representative shall not to control enter into any settlement of or otherwise compromise any such Tax ClaimsMatter that could result in a present or future increase in Tax Liability for Buyer, then the Company, any Company Subsidiary or any Affiliate of the foregoing for any taxable period ending after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall has the right to represent the interests of the Company or any Company Subsidiary before the relevant Governmental Authority with respect to any Tax Matter that does not relate solely to Taxes of any Pre-Closing Tax Period and has the right to control the defense, compromise or other resolution of any such matterTax 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 Tax Matter; provided, however, that with respect to a Tax Matter that could affect the liability of any Seller pursuant to Section 13.1 or otherwise under this Agreement, (i) Sellers’ the Seller Representative shall have has the right (but not the obligation) to participate in any the defense of such matterTax Matter and to employ counsel, at its own expense, separate from counsel employed by Buyer, and (ii) Buyer shall keep Sellers’ Representative reasonably informed not enter into any settlement of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for or otherwise compromise any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In Matter that affects the case liability of any Tax Claim Seller for Taxes that applies or pursuant to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers Section 13.1 or otherwise under this Agreement (A) each Party may participate in without the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden prior written consent of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably Seller Representative, which consent shall not be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)unreasonably conditioned, in the case of any audit, proceeding, adjustment withheld or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretiondelayed.

Tax Claims. Sellers (a) If either Party receives a notice of a Tax Claim relating to the Purchased Assets or a Purchased Subsidiary which could reasonably impact the Taxes or Tax position of the other Party, the receiving Party shall notify the other Party within fifteen (15) days of receipt of such notice, provided that, failure to timely provide such notice shall not affect the right of the receiving Party to indemnification hereunder, except to the extent the indemnifying Party is materially prejudiced by such delay or omission. (b) With respect to any Tax Claim that could reasonably be expected to give rise to a Liability for Taxes for which one Party has sole liability (determined with and without regard to the indemnity provisions in this Agreement), such Party shall have sole control of the conduct and defense of such Tax Claim (including selection of counsel) at its own expense. With respect to any other Tax Claim, the Party that would have (or whose Affiliate would have) primary liability with respect to the Tax Claim under applicable Law shall control the conduct and defense of such Tax Claim (without limiting either Party’s rights under Article X); provided, that if the Party with primary liability notifies the other party above of its intent to claim indemnification with respect to such Tax Claim then such other Party may control the conduct and defense of such Tax Claim (without limiting either Party’s rights under Article X) upon notice to the Party with primary liability within fifteen (15) days of receipt of the notice described in clause (a), provided that the Party with primary liability shall have the right to controlemploy separate counsel and to participate in such Tax Claim, but the fees and expenses of such counsel shall be at their sole cost and expensethe expense of such Party. The Party controlling a Tax Claim described in clause (a) above shall not settle any such Tax Claim without the prior written consent of the other Party, and Buyer which consent shall not be unreasonably withheld, delayed or conditioned, if such settlement would reasonably be expected to adversely affect the other Party or its Affiliates. (c) For the avoidance of doubt, Seller shall have the right to participate in, at its sole cost and expense, complete control over any Tax Claim that relates to any Pre-Closing Taxable Period involving Taxes of the Seller Group (including if attributable to the extent Sellers conduct Purchased Subsidiaries), unless and until the defense applicable Taxing Authority has affirmatively sought to impose the underlying Tax Claim on Buyer or any of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter its Affiliates (including providing Sellers’ Representative with copies of all written correspondence regarding such matterthe Purchased Subsidiaries), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in 45 Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion7.08.

Tax Claims. Sellers (a) If a written notice of deficiency, audit, examination claim, litigation, or other administrative or court proceeding, suit or dispute with respect to a Tax Return of any XXXX Entity for a Pre-Closing Tax Period is received by the Purchaser, the Company or any of their respective Affiliates or for which the Stockholders would be expected to be liable pursuant to Section 9.3 (a “Tax Claim”), the Purchaser shall give the Lead Stockholder prompt written notice of such Tax Claim. The failure to give such reasonable notice shall not release, waive or otherwise affect the Stockholders’ obligations with respect thereto except to the extent that the Stockholders are actually prejudiced as a result of such failure. (b) With respect to any Tax Claims relating to any Pre-Closing Tax Periods that end on or before the Closing Date, to the extent any such Tax Claim relates to any Taxes that reasonably may be the responsibility of the Stockholders under this Agreement, the Lead Stockholder shall have the right to control, at their sole cost and expense, and Buyer shall have represent the right to participate in, at its sole cost and expense, interests of the applicable XXXX Entity in any Tax Claim that relates to any Pre-Closing Taxable Period to at the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, Stockholders’ expense; provided, that (i) Sellers’ Representative the Lead Stockholder shall keep the Purchaser reasonably informed and consult with the Purchaser with respect to any issue relating to such Tax Claim, (ii) the Lead Stockholder shall provide the Purchaser copies of all correspondence, notices and other written material received from any Governmental Entity with respect to such Tax Claim, (iii) the Lead Stockholder shall provide the Purchaser with a copy of, and an opportunity to review and comment on, all material submissions made to a Governmental Entity in connection with such Tax Claim, and (iv) neither the Lead Stockholder nor the XXXX Entity shall agree to a settlement or compromise thereof without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed represent the interests of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred XXXX Entity in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies relating to any Straddle Periods or in any Tax Claim relating to a Straddle Taxable Pre-Closing Tax Period and as to which the Lead Stockholder declines to represent the interests of the XXXX Entity; provided, that, to the extent any such Tax Claim would result in an indemnification obligation by relates to any Taxes that that reasonably may be the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden responsibility of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation Stockholders under this Agreement, Buyer (A) the Purchaser shall have keep the right Lead Stockholder reasonably informed and consult with the Lead Stockholder with respect to control any issue relating to such Tax Claim, (B) the conduct Purchaser shall provide the Lead Stockholder copies of all correspondence, notices and other written material received from any Governmental Entity with respect to such audit Tax Claim, (C) the Purchaser shall provide the Lead Stockholder with a copy of, and an opportunity to review and comment on, all material submissions made to a Governmental Entity in connection with such Tax Claim, and (D) neither the Purchaser nor the Company shall agree to a settlement or proceeding in its sole discretioncompromise thereof without the prior written consent of the Lead Stockholder, which consent shall not be unreasonably conditioned, withheld or delayed.

Tax Claims. Sellers If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall have be made by any Taxing Authority to the right Company or the Purchaser, which, if successful, could result in an indemnity or reimbursement payment pursuant to controlSection 10.4(h) (a “Tax Claim”), at their sole cost and expensethe Purchaser shall promptly notify the Stockholders’ Representative in writing of the Tax Claim; provided that failure to provide such prompt notice shall not affect the Purchaser’s obligations hereunder, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period except to the extent Sellers conduct that the defense Stockholders are materially prejudiced by such failure. Such notice will state the nature and basis of such the Tax Claims activelyClaim and the amount thereof, diligently and in good faithto the extent known by the Purchaser. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) SellersStockholders’ Representative shall have the right to participate in control any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed Tax Claim relating to Taxes of the status Company for which the Stockholders are obligated to indemnify under this Agreement and employ counsel of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred its choice in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies audit or proceeding relating to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), Stockholders’ Representative shall be entitled to consent to the entry of any judgment or settlement with respect to any such Tax Claim referred to in the case preceding sentence provided that such judgment or settlement (i) is only for monetary damages and (ii) does not result in an increase in any Taxes of Purchaser or the Company for any auditTax period, proceeding, adjustment or other claim made by any Governmental Entity than Taxes for Taxes that applies which Purchaser is entitled to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement. Otherwise, Buyer Stockholders’ Representative shall be required to obtain the prior written consent of Purchaser before entering into any judgment or settlement with respect to such Tax Claim, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall have the exclusive right to represent the Company with respect to any other Tax Claims. Notwithstanding the foregoing, (i) should any Tax Claim involve a Straddle Period or any situation where a part of the Taxes which are a part of the Tax Claim could reasonably be expected to be borne by Purchaser and a part of such Taxes could reasonably expected to be borne by Stockholders, Stockholders’ Representative and Purchaser will jointly consult and proceed as to any such Tax Claim and neither party will settle, resolve or compromise such Tax Claim without the prior written consent of the other (which consent will not be unreasonably withheld, conditioned or delayed); (ii) Purchaser shall have the right to take control of any Tax Claim if Purchaser agrees to release Stockholders from any indemnification obligations or Losses arising out of, related to or based upon such Tax Claim or the conduct underlying facts and circumstances, if a written document reasonably acceptable to Stockholders’ Representative. Purchaser will cause the Company to execute any relevant powers of such audit attorney or proceeding similar forms so that Stockholders’ Representative and its counsel may control or participate in its sole discretionany Tax Claim as provided herein and communicate directly with the relevant Taxing Authority.

Tax Claims. Sellers shall have If any Taxing Authority issues to any Acquired Company, Buyer or any of its Affiliates a written notice of its intent to audit, examine or conduct a Proceeding, or a written notice of its determination of an objection to an assessment, in either case solely with respect to Taxes or Tax Returns of the right Acquired Companies for a Pre-Closing Tax Period (a “Tax Claim”), Buyer will give prompt notice to controlWolverine of such Tax Claim following receipt; provided, at their sole cost and expensehowever, and Buyer shall have that the right failure to participate in, timely notify Xxxxxxxxx will not relieve any Seller Party from Liability pursuant to ARTICLE 7 except to the extent such Seller Party is materially prejudiced as a consequence of such failure. Wolverine at its sole cost and expense, expense will control any Tax Claim that relates with respect to any the Acquired Companies for Pre-Closing Taxable Period Tax Periods (“Seller Tax Claims”); provided, however, that Wolverine will keep Buyer reasonably informed regarding the progress and substantive aspects of any Seller Tax Claim and Buyer will be entitled at its expense to participate in any Seller Tax Claim. Neither Wolverine nor any Affiliate will enter into any settlement of, or otherwise compromise, any such Seller Tax Claim without the extent Sellers conduct the defense prior written consent of Buyer, which consent will not be unreasonably withheld, delayed or conditioned. If Xxxxxxxxx declines to exercise its control rights with respect to a Seller Tax Claim that Xxxxxxxxx is entitled to control pursuant to this Section 4.4(c), Buyer, at Wolverine’s expense, will control such Tax Claims actively, diligently Claim (“Buyer Tax Claim”) and in good faith. If Sellers elect not to control will keep Wolverine reasonably informed regarding the progress and substantive aspects of any such Buyer Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right Claim and Wolverine will be entitled at their own expense to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as Buyer will not enter into any settlement of, or otherwise provided in Section 4.5(d)compromise, in any Buyer Tax Claim without the case prior written consent of any auditXxxxxxxxx, proceedingwhich consent will not be unreasonably withheld, adjustment delayed or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionconditioned.

Tax Claims. Sellers Within thirty (30) days of the date of this Agreement, Target shall have enter into negotiations with the right IRS for a final settlement with respect to control, at their sole cost its and expense, and Buyer shall have its optionholders’ tax treatment of the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period Zero Priced Options. Prior to the extent Sellers conduct Effective Time, Target shall use reasonable commercial efforts to enter into a final settlement with the defense of IRS with respect to such Tax Claims activelytreatment. After the Effective Time, diligently and in good faiththe Stockholders’ Representative, or Acquiror at the Stockholders’ Representative’s request, shall continue to use reasonable commercial efforts to obtain such a settlement. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) SellersNeither Target nor the Stockholders’ Representative shall abandon such efforts until the IRS and Target or the Stockholders’ Representative, as applicable, have negotiated and entered into a closing agreement to settle any amounts due to the right IRS or any other Governmental Entity related to participate in Target’s and Target’s optionholders’ tax treatment of Zero Priced Options (“Tax Claims”). The Stockholders’ Representative (or Acquiror, if applicable) shall use its commercially reasonable efforts to ensure that any such matter, closing agreement shall provide for no liability on behalf of former Target optionholders in excess of the amount for which such optionholders would have been liable had the IRS accepted Target’s initial tax treatment of the Zero Priced Options. All costs and expenses of pursuing such a closing agreement (iiincluding the fees and expenses of counsel and other advisors) Buyer (the “Settlement Expenses”) shall keep Sellersbe charged to and paid from the Special Escrow Fund. If the Stockholders’ Representative reasonably informed and the IRS agree to a settlement of the status Tax Claims in an amount not in excess of such matter (including providing Sellers’ Representative with copies the Special Escrow Fund less the amount of all written correspondence regarding such matter)the Settlement Expenses, and (iii) Sellers upon other terms that do not materially adversely affect the Surviving Company, the Surviving Company shall promptly reimburse enter into such closing agreement with the Buyer for any IRS and all reasonable expenses incurred Acquiror shall be entitled to recover such amount from the Special Escrow Fund in connection accordance with Buyer’s defense Section 8.7. Any other settlement shall require the consent of the Surviving Company, such Tax Claims.. In the case of any Tax Claim for Taxes consent not to be unreasonably withheld, conditioned or delayed, provided that applies refusal to consent to a Straddle Taxable Period and to settlement in excess of the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate amount available in the Tax Claim; (B) such Tax Claim Special Escrow Fund shall not be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionconsidered unreasonable.

Tax Claims. Sellers shall have If, subsequent to the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expenseClosing, any Tax Claim that relates to any Pre-Closing Taxable Period to of Parent, the extent Sellers conduct Company, or the defense Stockholders’ Agent receives notice of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), then within 15 days after receipt of such notice, Parent, the Company or the Stockholders’ Agent, as the case may be, shall give written notice of such Tax Claim to the extent the Sellers have no indemnification obligation under this Agreement, Buyer other parties. The Stockholders’ Agent shall have the right to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date; provided, however, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes of the Company for a Post-Closing Tax Period, then the Stockholders’ Agent and Parent shall jointly control the conduct and resolution of such audit Tax Claim (or portion thereof). The Stockholders’ Agent and Parent shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If the Stockholders’ Agent elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Stockholders’ Agent shall notify Parent in writing and Parent shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Parent shall keep the Stockholders’ Agent informed of all developments on a timely basis and Parent shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the written consent of the Stockholders’ Agent, which shall not be unreasonably withheld. Each party shall bear its own costs incurred in participating in any proceeding in its sole discretionrelating to any Tax Claim.

Tax Claims. Sellers shall have If, subsequent to the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expenseClosing, any Tax Claim that relates to any Pre-Closing Taxable Period to of Parent, the extent Sellers conduct Company, or the defense Stockholders’ Agent receives notice of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), then within 15 days after receipt of such notice, Parent, the Company or the Stockholders’ Agent, as the case may be, shall give written notice of such Tax Claim to the extent the Sellers have no indemnification obligation under this Agreement, Buyer other parties. The Stockholders’ Agent shall have the right to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date; provided, however, that the Stockholder’s Agent shall keep Parent informed of all developments on a timely basis and shall keep Parent, the Company and the Company Subsidiaries indemnified from any costs and expenses that may be incurred or as a result of the actions taken by the Stockholders’ Agent; provided, further, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes or Tax position of the Company or any of its Subsidiaries for a Post-Closing Tax Period, then Parent may participate in the resolution of such audit Tax Claim and the Stockholders’ Agent may not settle such Tax Claim without Parent’s consent, which shall not be unreasonably conditioned, withheld or delayed. The Stockholders’ Agent and Parent shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If the Stockholders’ Agent elects not to control the conduct and resolution of any Tax Claim relating to a Tax Period ending on or prior to the Closing Date, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Stockholders’ Agent shall notify Parent in writing and Parent shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Parent shall keep the Stockholders’ Agent informed of all developments on a timely basis and Parent shall not resolve such Tax Claim in a manner that would reasonably be expected to have a material adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the written consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld. Each party shall bear its own costs incurred in participating in any proceeding in its sole discretionrelating to any Tax Claim.

Tax Claims. Sellers If, subsequent to the Closing, any of Acquiror, the Company, any Company Subsidiary or the Securityholders’ Representative receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder or seeks a Refund Disallowance (a “Tax Claim”), then within 10 Business Days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Securityholders’ Representative shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate inright, at its sole cost and own expense, to (i) participate in and (ii) with respect to any Tax Claim that relates solely to any Pre-Closing Taxable Period to the extent Sellers conduct Tax Periods, assume the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, Claim; provided that (i) Sellersthe Securityholders’ Representative provides written notice of its intent to assume such defense within 15 Business Days after it has received written notice of such Tax Claim, (ii) the Securityholders’ Representative’s counsel is reasonably satisfactory to Acquiror, (iii) the Securityholders’ Representative shall thereafter consult with Acquiror upon Acquiror’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iv) the Securityholders’ Representative shall not, without Acquiror’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax. Acquiror shall have the right (but not the duty) to participate in any such matterthe defense thereof and to employ counsel, (ii) Buyer at its own expense, separate from the counsel employed by the Securityholders’ Representative. Acquiror shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of not settle any Tax Claim for Taxes that applies in respect of which indemnity may be sought hereunder without the consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the previous sentence, if the Securityholders’ Representative does not respond to any request to settle a Straddle Taxable Period and to the extent Tax Claim within 15 Business Days, Acquiror may settle such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion. The Company Securityholders shall pay Acquiror promptly for their portion of any Indemnifiable Damages that results from the resolution of any such Tax Claim, to the extent that such amounts have not been recovered from the Escrow Amount.

Tax Claims. Sellers If, subsequent to the Closing, any of Acquiror, the Company or the Securityholders’ Representative receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), then within five (5) Business Days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Securityholders’ Representative shall have the right to controlcontrol the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period; provided, at their sole cost however, that the Securityholders’ Representative shall keep Acquiror informed of all developments on a timely basis and expenseshall not resolve any such Tax Claim without Acquiror’s written consent, which shall not be unreasonably withheld, conditioned or delayed; and Buyer provided, further, that Acquiror shall have the right to participate in, in the conduct and resolution of any such proceeding with counsel of its choice and at its sole cost and expense, expense (on behalf of the Effective Time Holders). If the Securityholders’ Representative elects not to control the conduct and resolution of any Tax Claim that relates relating to any a Pre-Closing Taxable Period Tax Period, the Securityholders’ Representative shall notify Acquiror in writing and Acquiror shall have the right to control the extent Sellers conduct the defense and resolution of such Tax Claims activelyClaim; provided, diligently however, that Acquiror shall keep the Securityholders’ Representative informed of all developments on a timely basis and in good faith. If Sellers elect Acquiror shall not to control any resolve such Tax ClaimsClaim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons indemnification obligations under this Agreement without Securityholders’ Representative’s written consent, then Buyer which shall control such matternot be unreasonably withheld, conditioned or delayed; and provided, further, that (i) Sellersthe Securityholders’ Representative shall have the right to participate in the conduct and resolution of any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed proceeding with counsel of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), its choice and (iii) Sellers shall promptly reimburse the Buyer for any at its sole cost and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUESTexpense. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Acquiror shall have the right to control the conduct and resolution of any Tax Claim relating to a Straddle Period; provided, however, that Acquiror shall keep the Securityholders’ Representative informed of all developments on a timely basis and Acquiror shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons indemnification obligations under this Agreement without Securityholders’ Representative’s written consent, which shall not be unreasonably withheld, conditioned or delayed. The provisions of this Section 5.8 shall govern the audit of any Tax Return for, or proceeding in its sole discretionany other matter related to (including a breach of representations and warranties related to Taxes), any Tax period ending on or prior to the Closing Date and for any Straddle Period.

Tax Claims. Sellers With respect to any inquiries, audits or similar proceedings by any Taxing Authority relating to Taxes with respect to the Company or Company Subsidiaries (a “Tax Claim”) and attributable to a taxable period ending on or before the Closing Date or otherwise relating to, or affecting, a Seller Consolidated Tax Return, Seller shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, control at its sole cost own expense all Tax Claims and expense, any may make all decisions taken in connection with such Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense Claims (including selection of counsel and settlement of such Tax Claims activelyClaims), diligently and in good faith. If Sellers elect not to control any such Tax Claims, then provided that Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right will be entitled to participate in any such matter, Tax Claims at its own expense (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and except to the extent such Tax Claim relates to a Seller Consolidated Tax Return); provided, further, that with respect to any Tax Claim relating to a Tax Return other than a Seller Consolidated Tax Return that could reasonably be expected to increase any Tax liability of Buyer or any of its Affiliates (including, after the Closing, the Company and the Company Subsidiaries) by more than a de minimis amount for a Straddle Period or Post-Closing Tax Period, (x) Buyer will be entitled to participate in such Tax Claims at its own expense, (y) Seller shall provide Buyer copies of all material written correspondence and other material documents relevant to such Tax Claims, and (z) Seller will not settle, compromise or abandon any such Tax Claim without the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall control at its own expense all proceedings attributable to any Tax Claim relating to a Straddle Period or Post-Closing Tax Period and may make all decisions taken in connection with such Tax Claims (including selection of counsel and settlement of such Tax Claims); provided, however, that with respect to any Tax Claims for which Seller would result in have an indemnification obligation by the Sellers to indemnify under this Agreement or that could reasonably be expected to increase any Tax liability of Seller or any of its Affiliates (Aincluding, prior to the Closing, the Company and the Company Subsidiaries) each Party may by more than a de minimis amount, (x) Seller will be entitled to participate in the such Tax Claim; Claims at its own expense, (By) Buyer shall provide Seller copies of all material written correspondence and other material documents relevant to such Tax Claims, and (z) solely with respect to any Tax Claims for which Seller would have an obligation to indemnify under this Agreement and Buyer has not waived such Seller obligation, Buyer shall not settle such Tax Claim without the written consent of Seller, which consent shall not be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d)unreasonably withheld, in the case of any audit, proceeding, adjustment conditioned or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretiondelayed.

Tax Claims. (a) If Purchaser, any of its Affiliates or, effective upon the Closing, the Target Subsidiaries, receives any notice of deficiency, proposed adjustment, adjustment, assessment audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "TAX CLAIM") asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to a Pre-Closing Period, Purchaser shall promptly notify the Sellers of the receipt of such Tax Claim and shall give the Sellers such information with respect thereto as the Sellers may reasonably request provided, however, that the failure to give such notice on a timely basis shall not affect the indemnification provided herein except to the extent the indemnifying party has been actually and materially prejudiced as a result of such failure. The Sellers shall have the right to control, assume the defense (at their sole cost and the Sellers' expense, and Buyer shall have the right to participate in, at its sole cost and expense, ) of any Tax Claim that relates asserted, commenced or initiated against the Target Subsidiaries or the Targeted Businesses with respect to any a Pre-Closing Taxable Period through counsel of Sellers' own choosing by notifying Purchaser within twenty days of the receipt by the Sellers of such notice from Purchaser provided, however, that any such counsel shall be reasonably satisfactory to Purchaser. The Sellers shall be liable for the extent fees and expenses of counsel employed by Purchaser for any period during which the Sellers conduct have not assumed the defense of any such Tax Claims actively, diligently and third-party claim (other than during any period in good faithwhich Purchaser will have failed to give notice of the third-party claim as provided above). If the Sellers elect not to control any assume such Tax Claimsdefense, then Buyer shall control such matter, provided, that (i) Sellers’ Representative Purchaser shall have the right to participate in any such matterthe defense thereof and to employ counsel, (ii) Buyer shall keep at its own expense, separate from the counsel employed by the Sellers’ Representative reasonably informed of , it being understood that the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for control such defense. Sellers shall not enter into any and all reasonable expenses incurred in connection settlement with Buyer’s defense of such Tax Claims.. In the case of respect to any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim without Purchaser's prior written consent, which shall not be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretionunreasonably withheld.

Tax Claims. In the event that, after the Closing Date, the Buyer, any Target Company or any of their respective Affiliates, receives any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other Proceeding for which the Sellers (or any Affiliate thereof) could have liability under this Agreement or as a matter of law for Taxes for any Pre-Closing Tax Period or Straddle Period (each, a “Tax Claim”), the Buyer will, within ten (10) calendar days, notify the Sellers in writing thereof. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Sellers pursuant to this Agreement, except to the extent the Sellers are actually prejudiced by such failure or delay. Buyer shall control, or cause the applicable Target Company to control, the conduct of any Tax Claim; provided, that Sellers or their designees shall be entitled, at Sellers’ sole expense, to control the contest of any Tax Claim relating solely to a Pre-Closing Tax Period (including any Mexico Tax Matters) and shall have the right to controlparticipate, at their Sellers’ sole cost and expense, in any Tax Claim related to a Straddle Period. If the Sellers control a Tax Claim, (A) the Sellers shall not settle or otherwise resolve such Tax Claim without the prior written permission of the Buyer (which permission shall not be unreasonably withheld, delayed, or conditioned), and (B) the Sellers will keep the Buyer shall have reasonably informed with respect to the right to participate incommencement, at its sole cost status and expensenature of any Tax Claim controlled by the Sellers, including the status of any settlement negotiations. If the Buyer controls a Tax Claim that relates to any Pre-Closing Taxable Period to a liability of Sellers under applicable Legal Requirement or this Agreement, (A) the extent Sellers conduct the defense of Buyer shall not settle or otherwise resolve such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have Claim without the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed prior written permission of the status of such matter Sellers (including providing Sellers’ Representative with copies of all written correspondence regarding such matterwhich permission shall not be unreasonably withheld, delayed, or conditioned), and (iiiB) Sellers shall promptly reimburse the Buyer for any will keep the Sellers reasonably informed with respect to the commencement, status and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case nature of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation controlled by the Buyer, including the status of any settlement negotiations. The Buyer, its Affiliates and Sellers under this Agreement (A) each Party may participate will cooperate in the good faith in handling any Tax Claim; (B) such Tax Claim shall , including by providing, or causing to be controlled by that Party that would bear the burden provided, all necessary authorizations, including powers of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for attorney, to control any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.

Tax Claims. Sellers shall have If, subsequent to the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expenseClosing, any of Acquiror, the Company or the Securityholders’ Representative Committee receives notice of a claim by any Tax Claim that relates to any Pre-Closing Taxable Period to Authority that, if successful, might result in an indemnity payment hereunder (a “Tax Claim”), then within seven (7) days after receipt of such notice, Acquiror, the extent Sellers conduct Company or the defense Securityholders’ Representative Committee, as the case may be, shall give written notice of such Tax Claims actively, diligently and in good faithClaim to the other Parties. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) SellersThe Securityholders’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer Committee shall have the right to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period; provided, however, that if the resolution of any such Tax Claim (or any portion thereof) may affect the Taxes or tax attributes of the Company for a post-Closing tax period, then Acquiror shall control the conduct and resolution of such audit Tax Claim (or portion thereof) and the Securityholders’ Representative Committee shall have the right to participate in the defense of such Tax Claim, and Acquiror shall not settle such Tax Claim without the written consent of the Securityholders’ Representative Committee, which consent shall not be unreasonably withheld. The Securityholders’ Representative Committee and Acquiror shall jointly control the conduct and resolution of any Tax Claim relating to a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”). If the Securityholders’ Representative Committee elects not to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Securityholders’ Representative Committee shall notify Acquiror in writing and Acquiror shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Acquiror shall keep the Securityholders’ Representative Committee informed of all developments on a timely basis and Acquiror shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Company Securityholders’ indemnification obligations under this Agreement without Securityholders’ Representative Committee’s written consent, which shall not be unreasonably withheld. With respect to any Tax Claim actually controlled by the Securityholders’ Representative Committee pursuant to this paragraph, the Securityholders’ Representative Committee shall keep Acquiror informed of all developments on a timely basis and Securityholders’ Representative Committee shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons without Acquiror’s written consent, which shall not be unreasonably withheld. Each Party shall bear its own costs incurred in participating in any proceeding in its sole discretionrelating to any Tax Claim.