Common use of Tax Contests Clause in Contracts

Tax Contests. Purchaser shall inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser (i) If any Governmental Body asserts a Claim in respect of Taxes, then the party hereto first receiving notice of such Claim promptly shall inform Seller provide written notice thereof to the other party or parties hereto; provided, however, (A) in the case of such a notice first received by Buyer or the commencement of any auditCompany following the Closing, examination or proceeding relating in whole or in part written notice to Shareholder shall only be required if such notice relates to Taxes for which Seller Shareholder could be responsible under this Agreement and (B) that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under Article V, except to the extent that the other party is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will actually prejudiced thereby. (ii) Shareholder shall have the rightright to control, at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment other proceeding by or against any Governmental Body (a “Tax Proceeding”) in respect of the Company for any taxable period that ends on or before the Closing Date; provided, however, that (A) Shareholder shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax for which Seller is responsible Proceeding, (B) Shareholder shall consult with Buyer and keep Seller informed offer Buyer an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding and Shareholder shall consider any such comments in good faith, (C) Shareholder 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, (D) Buyer shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of progress in any written materials relating to such Tax Proceeding received from the proceedings relevant Taxing Authority, and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser (E) Shareholder shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To , to the extent such settlements, compromises or abandonments could affect any Taxes for any Post-Closing Tax Period or otherwise adversely impact Buyer. (iii) Buyer shall have the right to control, at its own expense, any Tax Proceeding for a Straddle Period of the Company; provided, however, that there is (i) Buyer shall provide Shareholder with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Buyer shall consult with Shareholder and offer Shareholder an inconsistently between opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Shareholder shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on Shareholder, and (v) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment could reasonably be expected to have an adverse impact on Shareholder. (iv) Buyer shall have the exclusive right to control (A) any Tax Proceeding involving the Company (except to the extent otherwise set forth in Section 11.06 4.10(b)(ii) or (iii)) and this (B) any Tax Proceeding described in Section 9.03 as it relates to a 4.10(b)(ii) if Shareholder fails to, or elects not to, defend diligently such Tax Contest, the provisions of Section 9.03 shall governProceeding.

Tax Contests. Purchaser 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any auditrelevant correspondence received from the Taxing Authority. However, examination failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or proceeding relating in whole or in part (ii) forfeited rights and defenses otherwise available to Taxes for which the Indemnifying Party as a result of such failure. 9.4.2 Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the rightsole right to defend or prosecute, at its sole cost cost, expense and expenserisk, any Tax Claim attributable to control a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Calculation Date Tax Closing Period) or participate in (in . In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period) the prosecution. With respect to a Tax Claim attributable to a Straddle Period, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without the Seller’s prior written consent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party defending or prosecuting such Tax Claim shall reasonably request from time to time. So long as Purchaser or Seller is defending or prosecuting a Tax Claim, Seller, Purchaser or Apache (as appropriate) shall provide or cause to be provided any information reasonably requested to the requesting party and relating to such Tax Claim. The parties shall otherwise cooperate with each other and each other’s representatives in good faith in order to contest effectively such Tax Claim including any necessary powers of Seller. To attorney required to contest such Tax Claim. 9.4.3 In the extent case of any Tax Claim that there is an inconsistently between Section 11.06 and defended or prosecuted to a Final Determination pursuant to this Section 9.03 as it relates to a Tax Contest9.4, the provisions party responsible for such Tax pursuant to Section 5.11 shall pay the amount of any Tax arising or resulting from such Tax Claim within seven days after such Final Determination. In the case of any Tax Claim not covered by the preceding sentence, the party responsible for such Tax pursuant to Section 9.03 5.11 shall governpay the full amount of any Tax arising or resulting from such Tax Claim, at least seven (7) days before the date payment of such Tax is due. At its election, Seller shall pay the amount of Tax attributable to any Tax Claim directly to the appropriate Taxing Authority and send evidence of such payment to Purchaser or Apache, as appropriate.

Tax Contests. Purchaser (i) If a claim shall inform Seller be made by any Taxing Authority (a “Tax Claim”) which, if successful, would reasonably be expected to result in an indemnity payment pursuant to Section 6.5(d), the indemnified party shall promptly notify the indemnifying party in writing of such claim (and provide copies of any documents received from the Taxing Authority in respect of such claim); provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent the indemnifying party is prejudiced thereby and expenses are incurred during the period in which notice was not provided. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. correspondence received from the Taxing Authority. (ii) With respect to any such TaxTax Claim relating to a Conveyed Subsidiary (or any Subsidiary thereof) for any Tax period ending on or before the Closing Date, to Seller Parent (or any Subsidiary thereof) for any taxable period, or with respect to, a Seller Combined Tax Return, Seller will have Parent shall control all Tax Proceedings and shall make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the rightforegoing, at its sole cost may pursue or forego any and expenseall administrative appeals, to control (proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the applicable Tax Liability and ▇▇▇ for a refund or contest the Tax Claim; provided, that in the case of such Tax Proceeding with respect to a Pre-Calculation Date Tax Period) or participate in (in the case Return of a Straddle PeriodConveyed Subsidiary (or any Subsidiary thereof) the prosecutionother than a Seller Combined Tax Return, settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified Purchaser in writing of its intention to control or participate in not settle such Tax Contest. Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of Purchaser will or its Subsidiaries (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Conveyed Subsidiaries and experts and any Subsidiary thereof after the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyClosing), and send Seller copies promptly upon receipttaking into account any indemnification for Tax Liabilities under this Agreement, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. In the case of any such Tax Proceeding with respect to a Conveyed Subsidiary (or a Subsidiary thereof), Seller Parent shall (x) notify Purchaser of Seller. To any material development with respect to any such Tax Proceeding, (y) provide Purchaser with copies of any material documents submitted in connection with such Tax Proceeding and (z) notify Purchaser regarding any material action to be taken by Seller Parent with respect to such Tax Proceeding (and take Purchaser’s comments into consideration in good faith), in each case, solely to the extent relating to matters or aspects of such Tax Proceeding that there is an inconsistently between Section 11.06 would reasonably be expected to materially increase the Tax Liability of a Conveyed Subsidiary (or a Subsidiary thereof) in a Post-Closing Tax Period. (iii) In the case of any Tax Proceeding relating to Taxes of the Conveyed Subsidiaries (and this Section 9.03 as it relates to a Tax Contesttheir Subsidiaries) for any Straddle Period, the provisions Controlling Party shall have the right and obligation to conduct such Tax Proceeding; provided that the Controlling Party shall (u) notify the Non-Controlling Party of Section 9.03 any material development with respect to such Tax Proceeding, (v) provide the Non-Controlling Party with copies of any material documents submitted in connection with such Tax Proceeding, (w) consult with the Non-Controlling Party before submitting any written materials or taking any significant action in connection with the conduct of such Tax Proceeding, (x) provide, to the extent possible, for the Non-Controlling Party to participate in such Tax Proceeding at its own expense, (y) defend such Tax Proceeding diligently and in good faith, and (z) not settle any such Tax Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of the Non-Controlling Party or its Affiliates (taking into account any indemnification for Tax Liabilities under this Agreement), without the prior written consent of the Non-Controlling Party, which consent shall governnot be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Controlling Party” shall mean Seller Parent if Seller Parent and its Affiliates are reasonably expected to bear the greater Tax Liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax Liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller Parent or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser shall inform Seller (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the commencement Company for any period ending on or before the Closing Date or (B) a written notice of any audit, examination or proceeding relating in whole or in part to deficiency for Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement. With Agreement unless any Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such TaxTax Contest, Seller will have other than a Tax Contest that relates solely to the rightCompany’s Partnership Returns, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated among the Transferors in accordance with such Transferor’s Pro Rata Portion, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at its the sole cost and expenseexpense of HSE, shall have the right to control (in the case of a Pre-Calculation Date Tax Period) or participate in any such Tax Contest and (in E) Transferors shall not settle or otherwise resolve any Tax Contest without the case permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) any Transferor, at the prosecutionsole cost and expense of such Transferor, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention the right to control or participate in any such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities Contest to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax ContestContest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, the provisions of Section 9.03 shall governdelayed, or conditioned).

Tax Contests. Purchaser shall inform Seller (a) If any party receives written notice from any Governmental Authority of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such Taxparty shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, Seller will however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at its sole cost and their own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention and make all decisions with respect to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which it is entitled approval shall not be unreasonably withheld, and to indemnification hereunder participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent (of Clarant, which consent shall not be unreasonably withheld withheld. The Stockholders shall not settle or delayedotherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of Sellernotification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. To If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the extent that there is an inconsistently between Section 11.06 and prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 9.03 11.4, Clarant may defend or settle the same in such manner as it relates may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to a Taxes and Tax Contest, Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 9.03 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall governexclusively govern all matters concerning Tax Proceedings.

Tax Contests. Purchaser Unless otherwise provided in this Section 9.03(g), NRE shall inform Seller of the commencement of control any audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. of NRE, the Subsidiaries of NRE, the NRE Business and the NRE Assets. (i) With respect to any Tax Contest for which NRF acknowledges in writing that any member of the NRF Group is liable under this Agreement for any and all Liabilities relating thereto, the NRF Group shall be entitled to control, in good faith, all proceedings taken in connection with such TaxTax Contest; provided, Seller will have the righthowever, at its sole cost and expense, to control that (in the case of a Pre-Calculation Date Tax Periodx) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller NRF shall have promptly notified Purchaser notify NRE in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for (y) if any Tax for which Seller is responsible and keep Seller informed Contest could reasonably be expected to have an adverse effect on any member of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with NRE Group, the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Tax Contest shall not settlebe settled or resolved without NRE’s consent, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed. (ii) With respect to any Tax Contest the negative resolution of Sellerwhich could reasonably be expected to adversely affect NRF’s ability to qualify as a REIT for any past or future taxable year (a “REIT-Related Contest”), NRF shall have the right to participate in all proceedings related to such REIT-Related Contest and shall receive timely notifications of all actions related to such REIT-Related Contest. NRE shall not be entitled to settle, either administratively or after the commencement of litigation, any REIT-Related Contest in a manner that would adversely affect NRF’s ability to qualify as a REIT for any past or future taxable year without NRF’s prior written consent. To the extent that there is an inconsistently any conflict between Section 11.06 and the provisions of this Section 9.03 as it relates to a Tax Contest9.03(g) and the provisions of Article VI or Sections 5.03, 5.04 or 5.05, the provisions of this Section 9.03 9.03(g) shall governcontrol.

Tax Contests. Purchaser (a) The Company shall inform Seller notify SpinCo within twenty (20) business days after receipt by it or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to SpinCo Indemnified Taxes (“Tax Claim”); provided, however, that the failure to give such notice shall not relieve SpinCo of any of its obligations under this Section 5.7, except to the extent that SpinCo is actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any auditcorrespondence received from the taxing authority. (b) SpinCo shall control, examination at its own expense, any Tax Claim to the extent Tax liabilities asserted therein (or proceeding relating are reasonably expected to be asserted in whole the future) that are solely SpinCo Indemnified Taxes (such Tax Claim, “SpinCo Controlled Claim”); provided, however, that with respect to any such claim, SpinCo shall (i) keep the Company reasonably informed of material developments with respect to such SpinCo Controlled Claim, (ii) consult with the Company before taking any significant or material action in part connection with such SpinCo Controlled Claim and (iii) to the extent such Tax Claim is reasonably expected to give rise to Taxes for which Seller is responsible of the Company, Subsidiaries, or their Affiliates that are not SpinCo Indemnified Taxes, not settle, compromise or abandon any such SpinCo Controlled Claim without obtaining the prior written consent of the Company (such consent not to indemnify be unreasonably withheld, conditioned or delayed). SpinCo and RemainCo shall jointly control, at each Party’s own expense, any Purchaser Indemnified Party pursuant Tax Claim with respect to this AgreementJointly Prepared Returns (such Tax Claim, “Jointly Controlled Claim”). With respect to any Jointly Controlled Claim, each Party shall (i) keep the other Party reasonably informed of material developments with respect to such TaxJointly Controlled Claim, Seller will have (ii) consult with the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) other Party before taking any significant or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such material action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Jointly Controlled Claim and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity toiii) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Jointly Controlled Claim without obtaining the prior written consent of the other Party (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed). Notwithstanding anything in this Agreement to the contrary, in no event shall SpinCo (or its Affiliates) of Seller. To control any Tax Claim to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to any Tax Return other than a Tax ContestReturn of the Company or any Company Subsidiaries (as such terms are defined in the Merger Agreement). (c) Notwithstanding the provisions of Section 5.4(a) and Section 5.4(b) (Claims), the provisions of this Section 9.03 5.7 shall governexclusively control with respect to any Tax Claim. (d) Except for the provisions of Section 5.6 and foregoing provisions of this Section 5.7, any and all Tax sharing, Tax allocation, Tax indemnity or similar agreements, arrangements, or practices (including any advance pricing agreement, closing agreement or other similar written agreement relating to Taxes with any Governmental Authority, but excluding (i) customary commercial Contracts the primary purpose of which is unrelated to Taxes and (ii) any agreements or arrangements solely between SpinCo and SpinCo Subsidiaries) to which SpinCo or any of its Subsidiaries is a party or otherwise subject shall be terminated as of the Distribution Date and after the Distribution Date neither of SpinCo nor any of its Affiliates shall be bound thereby, have any Liability thereunder, or be obligated to make any payment thereunder.

Tax Contests. Purchaser (i) The Parties shall inform Seller of the commencement promptly notify one another upon receipt of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any written notice of an claim, audit, examination, claim proceedings or assessment for any other Taxes relating to Tax for which Seller is responsible matters of (i) HoldCo and keep Seller informed of progress in the proceedings its Subsidiaries; or (ii) New PubCo, WWE, and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities WWE Subsidiaries to the extent Seller is not controlling it could reasonably be expected to give rise to any indemnification claim pursuant to this Section 6.14 (each, a “Tax Matter”). For the proceedings. Purchaser avoidance of doubt, no failure or delay in providing such notice shall limit any person’s remedies in connection with this Agreement except to the extent of prejudice faced by any other Party as a result of such delay. (ii) HoldCo shall have right to control the conduct of any Tax Matter; provided, that HoldCo shall keep each of New PubCo and EDR reasonably apprised regarding its conduct of a Tax Matter, shall offer New PubCo and EDR reasonable participation rights with respect to any Tax Matter in respect of items subject to indemnification under the terms of this Agreement, and shall not settle, consent to the entry of a judgment of or compromise settle any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Tax Matter without the prior written consent of each of New PubCo and EDR (such consent, in each case, not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything else in this Agreement or in the operating agreement of HoldCo or any of its Affiliates, (i) with respect to any Tax audit, examination, proceeding or other action relating to income Tax matters pertaining to HoldCo or its Subsidiaries in respect of Pre-Closing Tax Periods, after the Closing, without the prior written consent of EDR OpCo (which consent shall not may be unreasonably withheld in the sole discretion of EDR OpCo), in no event will HoldCo make (or delayedcause to be made) any election under Section 6226 of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the Code (or any similar “push out” election under provisions of Section 9.03 state, local or non-U.S. Law) or undertake any other alternative to the payment of an Imputed Underpayment, and the relevant entity shall governinstead pay such Imputed Underpayment at the entity level; and (ii) in no event will HoldCo or any of its Affiliates be entitled to enforce any obligation of EDR OpCo or any other owner of equity interests in HoldCo or its Subsidiaries that was entered into prior to the Closing and is not pursuant to this Agreement or any Ancillary Agreement or the Services Agreements to indemnify, reimburse, or otherwise pay to HoldCo or any of its Subsidiaries with respect to any Tax or underpayment of Tax in respect of Pre-Closing Periods without the prior written consent of EDR OpCo (which consent may be withheld in EDR OpCo’s sole discretion).

Tax Contests. Purchaser (A) If a written claim is made by any taxing author- ity that, if successful, could result in the indemnification of Shared Technologies by RHI hereunder (an "Indemnifiable Claim"), Shared Technologies shall inform Seller promptly notify RHI in writ- ing of such fact. In the event that such written notice is not given within thirty (30) days of the commencement receipt of any auditsuch claim, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible the bobligation to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With with respect to any such Taxclaim shall ter- minate if RHI is thereafter unable, Seller will have the right, at its sole cost and expensedirectly or indirectly, to control contest such claim, pursue other administrative remedies, or ▇▇▇ for refund upon payment of the amount which is the subject of the claim. (in the case of a Pre-Calculation Date Tax PeriodB) or participate in (in the case of a Straddle Period) the prosecutionShared Technologies shall take, settlement or compromise of and shall cause FII and VSI to take, any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all actions in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim audit or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or similar proceeding relating to Taxes a Pre-Deconsolidation Period, or in connection with contesting any Indemnifiable Claim, as RHI shall reasonably request from time to time. RHI shall control all audits or similar proceedings relating to a Pre-Deconsolidation Period and all proceedings in connection with contesting any Indemnifiable Claim and shall be entitled to utilize counsel of its own choosing in connection therewith; provided that, where the results of any such contest would have a material adverse impact on the ability of Shared Technolo- ▇▇▇▇, FII or VSI to obtain the benefit of any item of deduc- tion, loss or credit (or require Shared Technologies, FII or VSI to recognize additional income) in any Post-Deconsolidation Period, RHI shall reasonably consult with Shared Technologies in connection with such contest. In connection with any such proceedings, RHI, in its sole discretion, may: pursue or forego any administrative appeal, proceedings, hearings and confer- ences with the relevant taxing authority; pay the tax claims and ▇▇▇ for a refund (where applicable law permits such refund suits) or contest the claim in any other legally permissible manner; prosecute such contest to a determination in a court of initial jurisdiction and in any applicable appellate courts; or take any other action it deems appropriate. RHI shall ▇▇▇▇- ▇▇▇▇▇ Shared Technologies for all reasonable out-of-pocket costs (including fees and disbursements of outside counsel and accountants) incurred in complying with any request by RHI pur- suant to the first sentence of this subparagraph (B). If costs are incurred in connection with a dispute involving both Pre-Deconsolidation Period and Post-Deconsolidation Periods, RHI and Shared Technologies shall agree on a reasonable alloca- tion of such costs. (C) Shared Technologies shall not settle or other- wise compromise any Indemnifiable Claim of FII and VSI without RHI's prior written consent; provided, however, that, nothing contained herein shall require Shared Technologies to contest a claim which it is entitled would otherwise be required to indemnification contest pursuant hereto if Shared Technologies shall reasonably consult with RHI with respect to such claim and shall waive payment by RHI of any amount that might otherwise be payable by RHI hereunder without by way of indemnity in respect of such or any similar claim. (D) The payments for Taxes between RHI and Shared Technologies under their agreement are not subject to the prior written consent (which consent shall not be unreasonably withheld or delayed) $4 Million Basket in Sections 11.2 and 11.3 of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governMerger Agreement.

Tax Contests. Purchaser shall inform (i) The Buyer agrees to give prompt written notice to the Seller of the commencement of if it or any Buyer Indemnitee receives any communication or notice with respect to any audit, examination review, examination, assessment, or any other administrative or judicial proceeding relating in whole with the purpose or in part effect of re-determining Taxes of or with respect to Taxes an Acquired Entity (including any administrative or judicial review of any claim for refund) for which the Seller is responsible may be required to indemnify any Purchaser Indemnified Party provide indemnification pursuant to this Agreement. With respect to any such Tax, Agreement (a “Tax Contest”). (ii) The Seller will shall have the rightright to control and defend the conduct of any Tax Contest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice; provided, that (A) the Seller shall keep the Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, (B) the Buyer may monitor and observe (and retain separate counsel at its sole cost and expenseexpense to monitor and observe) the defense of the Pre-Closing Tax Contest, including, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in extent the case of a Straddle Period) the prosecutioncircumstances allow, settlement or compromise of having an opportunity to review any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action written materials prepared in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts Pre-Closing Tax Contest and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller right to attend any meetings conferences relating thereto, and scheduled calls with (C) the Governmental Authorities to the extent Seller is will not controlling the proceedings. Purchaser shall not settle, settle or consent to the entry of a judgment of any order, ruling, decision, or compromise any audit, examination other similar determination or proceeding relating finding with respect to Taxes for which it is entitled to indemnification hereunder such Pre-Closing Tax Contest without the prior written consent of the Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (iii) of Seller. To The Buyer shall have the extent right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the provisions Seller has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 5.7(i)(ii) (an “Other Tax Contest”) with counsel (including, for the avoidance of Section 9.03 doubt, accountants) of its choice; provided, that, with respect to any Tax items in the Other Tax Contest for which the resulting Tax liability the Seller would be required to provide indemnification pursuant to this Agreement, (A) the Buyer shall governkeep the Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) the Seller may assume joint control and retain separate co-counsel at its sole cost and expense and participate in the defense of such Tax items in the Other Tax Contest, including having an opportunity to review and comment on any written materials prepared in connection with such Tax items in the Other Tax Contest and the right to attend and participate in any conferences relating thereto, and (C) the Buyer will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Tax items in the Other Tax Contest without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned, or delayed).

Tax Contests. Purchaser Each Party shall inform Seller promptly notify the other Party in writing upon receipt by such Party or any of its officers or directors of a written communication from any governmental authority responsible for the commencement collection of taxes (a “Taxing Authority”) with respect to any pending or threatened audit, examination claim, dispute, suit, action, proposed assessment or other proceeding relating in whole or in part to Taxes (a “Tax Contest”) concerning any taxes for which Seller is responsible to indemnify any Purchaser Indemnified the other Party may be liable pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in In the case of a Pre-Calculation Date any Tax PeriodContest relating to the Company Taxes that is undertaken against CB, CB shall (i) or participate in (in use reasonable best efforts to keep the case Company informed regarding the progress and substantive aspects of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will , (and will cause ii) offer the Acquired Entity to) take such action Company a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyTax Contest, and send Seller copies promptly upon receipt, allow the Company to participate in any related meeting or telephonic conference with the applicable Taxing Authority and (iii) not settle or otherwise dispose of any notice of an audit, examination, claim or assessment for any item subject to such Tax for which Seller is responsible and keep Seller informed of progress in Contest that could reasonably be expected to adversely affect the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Company without obtaining the prior written consent (of the Company, which consent shall not be unreasonably withheld withheld, conditioned or delayed. In the case of any Tax Contest relating to CB Taxes that is undertaken against the Company, the Company shall (i) use reasonable best efforts to keep CB informed regarding the progress and substantive aspects of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a such Tax Contest, (ii) offer CB a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Contest, and allow CB to participate in any related meeting or telephonic conference with the provisions applicable Taxing Authority and (iii) not settle or otherwise dispose of Section 9.03 any item subject to such Tax Contest that could reasonably be expected to adversely affect CB without obtaining the prior written consent of CB, which consent shall governnot be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser shall inform Seller (a) HII or AdvanSix, as applicable, shall, within 10 business days of the commencement becoming aware of any audit, examination or proceeding relating in whole or in part Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to Taxes for which Seller is responsible cause the other Party to indemnify any Purchaser Indemnified Party pursuant to have an indemnification obligation under this Agreement. With respect , notify the other Party of such Tax Contest and thereafter promptly forward or make available to any such Tax, Seller will have the right, at its sole cost Indemnifying Party copies of notices and expense, communications relating to control (in the case relevant portions of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (and will cause the Acquired Entity to) take such action in connection with or to promptly forward any such proceeding that Seller reasonably requestsnotices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities except to the extent Seller that the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII and AdvanSix each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is not controlling responsible for preparing pursuant to Section 3.01. Notwithstanding the proceedings. Purchaser foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not settle, consent to the entry of a judgment of accept or compromise enter into any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settlement without the prior written consent (of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) HII shall have the exclusive right to control the conduct and settlement of Seller. To any Transaction Tax Contest, provided, that HII shall not accept or enter into any settlement relating to any Transaction Tax to the extent that there AdvanSix is an inconsistently between liable for such Transaction Tax pursuant to Section 11.06 and this Section 9.03 as it relates to a Tax Contest2.02(b) without the consent of AdvanSix, the provisions of Section 9.03 which consent shall governnot unreasonably be withheld or delayed.

Tax Contests. (a) Purchaser shall inform agrees to give prompt notice to Seller of any liability or the assertion of any claim, or the commencement of any auditsuit, examination action or proceeding relating in whole or in part respect of which indemnity may be sought hereunder that Purchaser deems to Taxes for which be within the ambit of Section 7.04(a) (specifying with reasonable particularity the basis therefor) and will give Seller is responsible such information with respect thereto as Seller may reasonably request (provided, however, that failure of the Purchaser to provide prompt notice shall not relieve the Seller from its obligations to indemnify any Purchaser Indemnified Party pursuant hereunder, unless Seller’s ability to this Agreementcontest was thereby materially prejudiced). With Seller may, at its own expense, (i) participate in and (ii) with respect to any suits, actions or proceedings (including Tax audits) that relate either (a) to a consolidated, combined or unitary Tax Return of a group of which Seller or one of its post-Closing Affiliates is a part or (b) solely to pre-Closing Taxable periods, assume the defense of any such Taxsuit, Seller will have the right, at its sole cost and expense, to control action or proceeding (including any Tax audit); provided that in the case of a Pre-Calculation Date Section 7.10(a)(ii)(b), (i) Seller shall thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax Periodaudit) or and (ii) Purchaser shall have the right (but not the duty) to participate in (in the case of a Straddle Period) defense thereof and to employ counsel, at its own expense, separate from the prosecution, settlement or compromise counsel employed by Seller. If Seller assumes the defense of any suit, action or proceeding involving the Tax(including any Tax audit) pursuant to this Section 7.10, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsnot, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlywithout Purchaser’s consent, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed, agree to any settlement with respect to any Tax if such settlement could adversely affect the Tax liability of Purchaser or any of its Affiliates. Purchaser shall not settle any suit, action or proceeding in respect of which Purchaser is seeking an indemnity pursuant to Section 7.04(a) without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. To Seller shall be liable for the extent fees and expenses of counsel employed by Purchaser for any period during which Seller has had the right to, but has not, assumed the defense thereof. Whether or not Seller chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Seller shall pay Purchaser promptly for any Tax liability indemnifiable under Section 7.04(a) that there results from the resolution of any such suit, action or proceeding. (b) Seller agrees to give prompt notice to Purchaser of any liability or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder that Seller deems to be within the ambit of Section 7.04(b) (specifying with reasonable particularity the basis therefor) and will give Purchaser such information with respect thereto as Purchaser may reasonably request. Purchaser may participate in the defense of any such suit, action or proceeding (including any Tax audit), Seller shall thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such suit, action or proceeding (including any Tax audit) and Seller shall not settle any suit, action or proceeding (including any Tax audit) in respect of which Seller is seeking an inconsistently between indemnity pursuant to Section 11.06 7.04(b) without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. All of the parties hereto shall cooperate in the defense or prosecution of any such Tax claim. Purchaser shall pay Seller promptly for any Tax liability indemnifiable under Section 7.04(b) that results from the resolution of any such suit, action or proceeding. (c) Notwithstanding any other provision contained elsewhere in this Agreement (including Article X), Section 7.04 and this Section 9.03 as it relates 7.10 shall govern all indemnification claims with respect to a Tax ContestTaxes. In the event of any conflict between this Article VII and another provision in this Agreement, the provisions of Section 9.03 this Article VII shall govern. (d) Any claim of any Purchaser Indemnified Person or any Seller Indemnified Person, as applicable, under Section 7.04 may be made and enforced by Purchaser on behalf of such Purchaser Indemnified Person or by Seller on behalf of such Seller Indemnified Person.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim shall inform Seller provide prompt written notice thereof to the other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this ‎Article VII, except to the extent that the other Party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Tax Proceeding of or with respect to the Company for any Pre-Calculation Date Closing Tax Period) Period or participate in any Straddle Tax Period (in each case, other than a Tax Proceeding described in Section 7.7(c)), the case of a Straddle PeriodControlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (i) the prosecutionControlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, settlement (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or compromise of any proceeding involving furnished in connection with such Tax Proceeding, (iv) the TaxControlling 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, provided that Seller (v) the Non-Controlling Party shall have promptly notified Purchaser in writing of its intention be entitled to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyProceeding, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in (vi) the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Controlling Party shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Non-Controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under the immediately foregoing proviso with respect to any portion of Seller. To such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the extent that there is liability of, or otherwise have an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestadverse effect on, the provisions Non-Controlling Party or any of Section 9.03 its Affiliates. For purposes of this Agreement, “Controlling Party” shall governmean Seller in the case of any Tax Proceeding of or with respect to the Company for any Pre-Closing Tax Period or, in the case of any Tax Proceeding of or with respect to the Company for any Straddle Tax Period, Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which correspondence received from the Taxing Authority. (b) Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the rightright to control, at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment for other proceeding by or against any Taxing Authority (a “Tax for which Proceeding”) in respect of any Trayport Company that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (i) Seller is responsible shall provide Purchasers with a timely and keep reasonably detailed account of each stage of such Tax Proceeding, (ii) Seller informed shall consult with Purchasers and offer Purchasers an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Seller shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchasers shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of progress in any written materials relating to such Tax Proceeding received from the proceedings relevant Taxing Authority, and allow (v) Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchasers, which consent shall not be unreasonably withheld or delayedwithheld. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding for a Straddle Period of any Trayport Company, the provisions Controlling Party shall have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall governconsult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) 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, (iv) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, and (v) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of the Non-controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. “Controlling Party” shall mean whichever of Seller (on the one hand) or Purchasers (on the other hand) are reasonably expected to bear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and “Non-controlling Party” shall mean whichever of Seller (on the one hand) or Purchasers (on the other hand) are not the Controlling Party with respect to such Straddle Period Tax Proceeding.

Tax Contests. Purchaser shall inform Seller of the commencement (a) If any Aether Indemnified Party receives written notice from any Tax authority of any audit, examination examination, claim or other administrative or judicial proceeding relating in whole or in part to Taxes for or Tax Returns (a "Tax Claim") with respect to which Seller the Indemnifying Party is responsible required to indemnify any Purchaser provide indemnification under this Agreement, the Aether Indemnified Party pursuant shall give prompt written notice of such Tax Claim to this Agreement. With respect the Indemnifying Party; provided, however, that the failure to any give such Tax, Seller will notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party. (b) The Indemnifying Party shall have the right, at its sole cost and own expense, to control (in all proceedings and may make all decisions with respect to any Tax Claim for any Taxable period ending on or before the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, Closing Date; provided that Seller the Aether Indemnified Party, and counsel of its own choosing, shall have promptly notified Purchaser the right, at its own expense, to participate fully in writing all aspects of its intention to control the prosecution or participate in defense of such Tax Contest. Purchaser will (Claim; and will cause provided further that the Acquired Entity to) Indemnifying Party shall not take such any action in connection with to settle or otherwise conclude any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Claim without the prior written consent of the Aether Indemnified Party. The Indemnifying Party must notify the Aether Indemnified Party in writing within thirty (which consent shall not be unreasonably withheld or delayed30) days after receiving notice of Seller. To a Tax Claim pursuant to Section 8.6(a) that the extent that there is an inconsistently between Section 11.06 and Indemnifying Party intends to exercise its right to control the conduct of a Tax Claim described in this Section 9.03 as it relates 8.6(b). (c) If the Indemnifying Party does not exercise its right to assume control of the proceedings and make decisions with respect to a Tax ContestClaim, the Aether Indemnified Party may, without waiving its rights to indemnification hereunder, take any action to defend, settle or otherwise conclude the Tax Claim in such manner as it may deem appropriate in its sole and absolute discretion. Purchaser shall have the right to control and make all decisions with respect to any Tax Claim not described in Section 8.6(b). (d) In the event that the provisions of this Section 8.6 hereof and the provisions of Section 9.03 8.3(b) and (c) conflict or otherwise each apply by their terms, this Section 8.6 shall governgovern all matters concerning Tax Claims.

Tax Contests. Purchaser shall inform Seller of (a) If any taxing authority proposes any adjustment or questions the commencement treatment of any audititem, examination which adjustment or proceeding relating question could, if pursued successfully, result in whole or in part give rise to Taxes solely a claim for which indemnification against the Seller is responsible to indemnify by any Purchaser Buyer Indemnified Party pursuant to this Agreement. With respect to under Section 5.2 hereof (a "Seller Tax Claim"), solely a claim for indemnification against Niagara or the Buyer by any Seller Indemnified Party under Section 5.3 hereof (a "Buyer Tax Claim"), or both a Seller Tax Claim and a Buyer Tax Claim (a "Joint Tax Claim"), then the Party first receiving notice of such Taxadjustment or question (a "Tax Dispute") shall promptly notify the other Parties in writing of such Tax Dispute. (b) In the case of a Buyer Tax Claim, Seller will the Buyer shall have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the defense, prosecution, settlement or compromise of any proceeding involving the TaxTax Dispute underlying such Buyer Tax Claim. (c) In the case of a Seller Tax Claim, provided that the Seller shall have promptly notified Purchaser in writing of the right, at its intention sole cost and expense, to control the defense, prosecution, settlement or participate in compromise of the Tax Dispute underlying such Seller Tax Contest. Purchaser will Claim. (and will cause d) In the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestscase of a Joint Tax Claim, including the selection of counsel and experts Buyer Indemnified Party and the execution Seller Indemnified Party shall first attempt to separate such Joint Tax Claim into two, one involving the Buyer Tax Claim portion thereof (which shall be subject to the provisions of powers Section 5.7(b) hereof) and the other involving the Seller Tax Claim portion thereof (which shall be subject to the provisions of attorneySection 5.7(c) hereof). Purchaser will (If the Buyer Indemnified Party and will cause the Acquired Entity to) inform Seller promptlyIndemnified Party are not successful in accomplishing such separation, the Buyer Indemnified Party and the Seller Indemnified Party shall, and send Seller copies promptly upon receiptshall cause their respective affiliates to, of any notice of an consult and cooperate with each other in controlling such audit, examination, claim investigation, or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser administrative, court, or other proceeding, shall not settle, consent to the entry of a judgment of compromise or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Joint Tax Claim without the other's prior written consent (which consent shall not be unreasonably withheld or delayed), and shall share the costs and expenses associated with such Joint Tax Claim on such equitable basis as the Parties shall mutually agree. If the Buyer Indemnified Party and the Seller Indemnified Party cannot agree with respect to any matter involving any such Joint Tax Claim, the Buyer Indemnified Party and the Seller Indemnified Party shall jointly engage independent tax counsel that is mutually acceptable to the Buyer Indemnified Party and the Seller Indemnified Party to make its decision with respect to such matter, which decision shall be final and binding on the Parties, the Buyer Indemnified Party and the Seller Indemnified Party. The Buyer and the Seller shall each bear and pay one-half of the fees and other costs charged by such counsel. (e) of Seller. To the extent The Party that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to controls a Tax Contest, Dispute under the provisions of this Section 9.03 5.7 shall governkeep the other Parties informed of all significant events and developments relating to such Tax Dispute and the other Parties, or their authorized representatives, shall be entitled, at their own expense, to attend (but not control) all conferences, meetings and proceedings with the relevant taxing authority relating to such Tax Dispute.

Tax Contests. Purchaser Apollo shall inform Seller promptly notify RCAP in writing upon receipt by any of the commencement Subject Companies, or by Apollo or any of its Affiliates, of notice of any Tax audits, examinations or assessments that could give rise to a liability for which the Sellers are responsible under Section 8.1 of this Agreement, provided that Apollo’s failure so to notify RCAP shall not limit Apollo’s rights under this Article VIII except to the extent the Sellers are materially prejudiced by such failure. RCAP shall promptly notify Apollo in writing upon receipt by RCAP or any of its Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to any of the Subject Companies. Except as otherwise provided herein, (a) RCAP shall control any such audit, examination or proceeding relating in whole or in part that relates exclusively to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Closing Tax PeriodPeriod and (b) or participate in Apollo shall control (in the case of a Straddle Periodi) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding that is not described in clause (a) and (ii) any Tax audit, examination or proceeding described in clause (a) if RCAP fails to assume control of such audit, examination or proceeding within a reasonable period after receiving notice thereof. In either case, the party controlling such Tax audit, examination or proceeding shall (w) notify the other party of significant developments with respect to such Tax audit, examination or proceeding and keep the other party reasonably informed and consult with the other party as to the resolution of any issue that would materially affect such other party, (x) give to the other party a copy of any Tax adjustment proposed in writing with respect to such Tax audit, examination or proceeding and copies of any other written correspondence with the relevant taxing authority relating to Taxes for which it is entitled to indemnification hereunder such Tax audit, examination or proceeding, (y) not settle or compromise any issue without the prior written consent (of such other party, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed and (z) otherwise permit the other party to participate in all aspects of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a such Tax Contestaudit, the provisions of Section 9.03 shall governexamination or proceeding, at such other party’s own expense.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim with respect to the Transferred Company or any of its Subsidiaries, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. With respect to Such notice shall include a copy of the relevant portion of any such Tax, correspondence received from the taxing authority. (b) Seller will shall have the rightexclusive right to control, at its sole cost and own expense, any Tax Proceeding relating to control a Tax of the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date; provided that Seller shall keep IPH reasonably informed with regard to such Tax Claim. (in c) In the case of a Tax Proceeding relating to a Tax of the Transferred Company or its Subsidiaries for any Straddle Period, and such Tax Proceeding cannot be separated into separate proceedings for the Pre-Calculation Date Tax Closing Period and the Post-Closing Period) , Seller (if the claim for Taxes attributable to the Pre-Closing Period exceeds or participate in is likely to exceed the claim for Taxes attributable to the Post-Closing Period), or otherwise IPH (in Seller or IPH, as the case of a Straddle Periodmay be, the “Tax Controlling Party”), shall be entitled to control such Tax Proceeding; provided, however, that (i) the prosecution, settlement Tax Controlling Party shall provide the other party (the “Tax Non-Controlling Party”) with a timely and reasonably detailed account of each stage of such Tax Proceeding; (ii) the Tax Controlling Party shall consult with the Tax Non-Controlling Party before taking any significant action in connection with such Tax Proceeding; (iii) the Tax Controlling Party shall consult with the Tax Non-Controlling Party and offer the Tax Non-Controlling Party an opportunity to comment before submitting any written materials prepared or compromise of any proceeding involving furnished in connection with such Tax Proceeding; (iv) the Tax, provided that Seller Tax Controlling Party shall have promptly notified Purchaser defend such Tax Proceeding diligently and in writing of its intention good faith as if it were the only party in interest in connection with such Tax Proceeding; (v) the Tax Non-Controlling Party shall be entitled to control or participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to relevant taxing authority, at its own expense; (vi) the extent Seller is not controlling the proceedings. Purchaser Tax Controlling Party shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Tax Non-Controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment could have an adverse impact on the Tax Non-Controlling Party or any of its Affiliates; and (vii) IPH shall be the Tax Controlling Party where Seller does not request to be the Tax Controlling Party within 20 days of Seller. To receipt of a written notice from IPH pursuant to Section 7.4(a). (d) IPH shall have the extent that there is an inconsistently between exclusive right to control, at its own expense, any Tax Proceeding in respect of any of the Transferred Company or its Subsidiaries, other than (i) any Tax Proceeding described in Section 11.06 and this 7.4(b), or (c) or (ii) any Tax Proceeding in respect of a Combined Tax Return or otherwise covered by Section 9.03 as it relates to 7.5 below; provided that, notwithstanding Section 7.4(b), or (c) IPH may control a Tax ContestProceeding described in Section 7.4(b), or (c) (but not, for the provisions avoidance of doubt, any Tax Proceeding in respect of a Combined Tax Return or otherwise covered by Section 9.03 7.5) upon fully waiving its rights to be indemnified (directly or indirectly, pursuant to Section 7.2(a) or otherwise) for any and all Taxes involved in, in respect of, arising from or relating to such Tax Proceeding; provided, further, that any such waiver shall governbe made by IPH in writing and shall only become effective upon Seller’s written consent.

Tax Contests. Purchaser shall inform Seller of (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the commencement other parties of any pending or threatened Tax audit, examination assessment or proceeding relating in whole or in part to Taxes other Tax Contest of which the Tax Indemnified Party becomes aware for which Seller is responsible to indemnify any Purchaser the Tax Indemnified Party is indemnified pursuant to this Agreement; provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contests is adversely prejudiced by such delay. With Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. (b) Each of Parent and H▇▇▇▇▇▇▇ Beach will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is a formal or informal investigation or inquiry, and whether or not the party obtaining such knowledge has any obligation to indemnify the other with respect to such matter); provided, however, that any delay or failure to give such prompt written notice will not affect the indemnifying party’s indemnification obligations under this Agreement except to the extent the indemnifying party’s defense of such Tax Contest is adversely prejudiced by such delay. Such notice will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such Taxmatters. Each of the parties will 9 (i) consult with the other from time to time as to the conduct of such investigation or inquiry, Seller (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent Group or the H▇▇▇▇▇▇▇ Beach Group) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or inquiry. (c) Promptly upon receipt of notice as provided in Section 3.6(a), the indemnifying party will confirm in writing to the Tax Indemnified Party that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Indemnified Party, be an Indemnified Liability, unless the indemnifying party believes in good faith that such liability would not be an Indemnified Liability in which case it will set forth in writing to the Tax Indemnified Party the grounds for such belief. (d) Any proceeding that may result in an Indemnified Liability, which is acknowledged as such by indemnifying party pursuant to Section 3.6(c) hereof, will be conducted in accordance with this Section 3.6(d) hereof. (i) Promptly upon the indemnifying party’s written acknowledgment that the asserted liability is an Indemnified Liability pursuant to Section 3.6(c) hereof, the indemnifying party will assume and direct the defense or settlement of the Tax Contest, subject to the participation and consultation of the Tax Indemnified Party. If the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the proceeding, the Tax Indemnified Party and the indemnifying party will use their respective commercially reasonable efforts to cause the Indemnified Liability to be the subject of a separate Tax Contest. If such severance is not possible, the indemnifying party will assume and direct and be responsible only for the matters relating to the Indemnified Liability. (ii) The indemnifying party will pay all expenses related to the Indemnified Liability, including fees for attorneys, accountants, expert witnesses or other consultants retained by it and, to the extent that any such expenses have been or are paid by the rightTax Indemnified Party, the indemnifying party will promptly reimburse the Tax Indemnified Party therefor. (iii) The Tax Indemnified Party will not pay (unless otherwise required by a proper notice of assessment and after prompt notification to the indemnifying party of the Tax Indemnified Party’s receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the written consent of the indemnifying party. The Tax Indemnified Party will, at its the indemnifying party’s sole cost (including any reasonable out-of-pocket costs incurred by the Tax Indemnified Party), take such action as the indemnifying party may reasonably request (including the execution of powers of attorney for one or more persons designated by the indemnifying party and the filing of a petition, complaint, amended Tax Return or claim for refund) in contesting the Indemnified Liability. The indemnifying party will, on a timely basis, keep the Tax Indemnified Party informed of all developments in the proceeding and provide the Tax Indemnified Party with copies of all pleadings, briefs, orders, and other written papers pertaining thereto. (iv) Subject to satisfaction of the conditions herein set forth, the indemnifying party may direct the Tax Indemnified Party to settle the Indemnified Liability on such terms and for such amount as the indemnifying party may direct. The Tax Indemnified Party may condition such settlement on receipt, prior to the settlement, from the indemnifying party of the indemnity payment with respect to the Indemnified Liability less any amounts to be paid directly by the indemnifying party to the Tax Authority. The indemnifying party may direct the Tax Indemnified Party, at the indemnifying party’s expense, to pay an asserted deficiency for the Indemnified Liability out of funds provided by the indemnifying party, and to file a claim for refund. (e) Should the indemnifying party not provide the Tax Indemnified Party with the confirmation contemplated by Section 3.6(c) hereof within thirty (30) days following receipt of notice provided in Section 3.6(a) hereof, or should the Tax Indemnified Party reasonably determine after due investigation that the indemnifying party may not be able to pay the full amount of the Indemnified Liability, if required, and the indemnifying party fails to furnish a guarantee or performance bond satisfactory to the Tax Indemnified Party in an amount equal to the amount of the Indemnified Liability then being asserted by the Tax Authority, then the Tax Indemnified Party may assume control of the Tax Contest in accordance with this Section 3.6(e). 10 (i) The Tax Indemnified Party will diligently defend against the claim of the Tax Authority, including the pursuit of the appeal of any adverse determinations to the appropriate tribunal (unless advised in writing by independent outside counsel in its reasonable judgment at the indemnifying party’s sole cost that the Tax Indemnified Party would not prevail upon any such appeal) and will employ such resources, including independent counsel, in conducting such defense as are reasonably commensurate to the nature and magnitude of the claim. (ii) The Tax Indemnified Party will consult with the indemnifying party as to the conduct of all proceedings, will provide the indemnifying party with copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to the proceedings and will arrange for a representative of the indemnifying party to be present at (but not to participate in) all meetings with the relevant Tax Authority and all hearings before any court. (iii) The Tax Indemnified Party will not settle, compromise or concede any claim that would result in an Indemnified Liability unless the Tax Indemnified Party has made the determination, and has been so advised in writing by independent outside counsel at the indemnifying party’s sole expense, that such settlement is reasonable in the case circumstance. (f) Unless otherwise agreed in writing, the indemnifying party will pay to the Tax Indemnified Party the amount with respect to an Indemnified Liability (less any amount paid directly by the indemnifying party to the Tax Authority or made available to the Tax Indemnified Party under Section 3.6(e) hereof) at least two Business Days prior to the date payment of a Pre-Calculation Date the Indemnified Liability is to be made to the Tax Period) or participate in (Authority. Such payment will be paid by the indemnifying party to the Tax Indemnified Party by wire transfer of immediately available funds to an account designated by the Tax Indemnified Party by written notice to the indemnifying party at least 15 business days prior to the due date of such payment. If the indemnifying party delays making payment beyond the due date hereunder, it will pay interest to the Tax Indemnified Party on the amount unpaid at the rate of the monthly average of the “prime rate” as published in the case Wall Street Journal for each day and the actual number of days for which any amount due hereunder is unpaid; provided, however, that this provision for interest will not be construed to give the indemnifying party the right to defer payment beyond the due date hereunder. (g) Should the Tax Indemnified Party or any member of the Parent Group or H▇▇▇▇▇▇▇ Beach Group, as applicable, receive a Straddle Period) refund in respect of amounts paid by the prosecutionindemnifying party to any Tax Authority on the Tax Indemnified Party’s behalf, settlement or compromise paid by the indemnifying party to the Tax Indemnified Party for payment to a Tax Authority, or should any such amounts that would otherwise be refundable to the Tax Indemnified Party be applied or credited by the Tax Authority to obligations of the Tax Indemnified Party or any proceeding involving member of the TaxParent Group or H▇▇▇▇▇▇▇ Beach Group, provided as applicable, unrelated to an Indemnified Liability, then the Tax Indemnified Party will, promptly following receipt (or notification of credit), remit such refund (including any statutory interest that Seller shall have promptly notified Purchaser in writing of its intention to control or participate is included in such refund or credited amount) to the indemnifying party. (h) Subject to the provisions of Section 3.3 hereof, Parent and H▇▇▇▇▇▇▇ Beach will reasonably cooperate with one another in a timely manner in any Tax ContestContest involving any matter that may result in an Indemnified Liability. Purchaser Parent and H▇▇▇▇▇▇▇ Beach agree that such cooperation will include making available to the other party, during normal business hours, all books, records and information, officers and employees (and will cause the Acquired Entity towithout substantial interruption of employment) take such action necessary or useful in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorneyjudicial or administrative Tax Contest. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim The party requesting or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is otherwise entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld any books, records, information, officers or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and employees pursuant to this Section 9.03 as it relates to a Tax Contest3.6(h) will bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, the provisions of Section 9.03 shall governemployee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees.

Tax Contests. Purchaser shall inform Seller In the case of any Tax Contest pertaining to any Vivendi Group Tax Return which includes one or more members of the commencement Company Group, Vivendi shall (i) keep Company reasonably informed of the material issues arising during the course of such contest that could be reasonably anticipated to affect the determination of the Tax liability of any auditmember of the Company Subgroup under Section 2.4 hereof (a “Company Subgroup Related Tax Issue”) and furnish to Company a copy of all written communications, examination or proceeding relating in whole or in part documents, and other material writings related to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will issues and (ii) have the right, at its sole cost and expense, right to control the course of such contest (a “Vivendi Controlled Tax Issue”); provided, however, that in the case of any Company Subgroup Related Tax Issue which focuses primarily on a Pre-Calculation Date Tax Period) or participate in (in the case Item of a Straddle Period) member of the prosecutionCompany Subgroup, settlement or compromise of any proceeding involving the Tax, provided that Seller Company shall have promptly notified Purchaser in writing of its intention the right to control or participate in the course of such contest (a “Company Controlled Tax ContestIssue”). Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Vivendi shall not settle, consent to the entry of settle a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Vivendi Controlled Tax Issue and Company shall not settle a Company Controlled Tax Issue without the prior written consent (of the other party, which consent shall not be unreasonably withheld withheld; provided, however, that (A) Vivendi may elect to settle a Vivendi Controlled Tax Issue without the consent of Company, in which case Vivendi shall have no right to receive any payment from Company in connection with such settlement pursuant to Section 2.4 hereof in excess of any amount to which Company has consented pursuant to this sentence, and (B) Company may elect to settle a Company Controlled Tax Issue without the consent of Vivendi, in which case Company shall have no right to receive any payment from Vivendi in connection with such settlement pursuant to Sections 2.4 or delayed5(b) hereof in excess of Seller. To the extent that there is an inconsistently between Section 11.06 and any amount to which Vivendi has consented pursuant to this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governsentence.

Tax Contests. Purchaser shall inform Seller of the commencement of (a) If any audit, examination or proceeding relating in whole or in part to Taxes taxing authority asserts a Tax Claim for which Seller the non-recipient is responsible liable, then the party to indemnify any Purchaser Indemnified Party pursuant this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties to this Agreement. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Pre-Calculation Date Tax Period) Proceeding of or participate in (in with respect to any Transferred Entity for any taxable period ending on or before the case of a Straddle Period) the prosecutionClosing Date, settlement or compromise of any proceeding involving the Tax, provided that Seller Purchaser shall have promptly notified Purchaser in writing of its intention the exclusive right to control or such Tax Proceeding; provided, however, that (i) Parent shall have the right to participate in such Tax Contest. Purchaser will (Proceedings and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to the extent Seller is not controlling the proceedings. relevant taxing authority at its own expense and (ii) Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such Tax Proceeding is reasonably expected to result in an indemnification obligation for Pre-Closing Restructuring Taxes or to have a material impact on the Tax Returns of Seller. To (x) Parent or any other member of the extent Parent Group or (y) a consolidated, combined or unitary group that there is an inconsistently between Section 11.06 includes any member of the Parent Group (including any Combined Tax Return). (c) Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all respects, and this Section 9.03 as it relates neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of Parent or a member of the Parent Group; and (ii) any Tax ContestReturn of a consolidated, combined or unitary group that includes any member of the provisions of Section 9.03 shall governParent Group (including any Combined Tax Return).

Tax Contests. Purchaser (i) Notwithstanding anything herein to the contrary, Buyer and its Affiliates shall inform Seller of the commencement have no rights with respect to any Tax Proceeding relating to Taxes of any auditParent Consolidated Group, examination except as set forth in this Section 5.14(c)(i). Notwithstanding the foregoing, Parent and its Affiliates shall not settle or proceeding relating resolve any Tax Proceeding of any Parent Consolidated Group with respect to the Business Companies in whole a manner that would have a material and adverse impact on Buyer or in part its Affiliates without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). (ii) Each of Buyer (and its Affiliates) and Parent (and its Affiliates) shall notify the other party within ten (10) Business Days of receiving notice of a Tax Proceeding for a Pre-Closing Tax Period with respect to any Business Company or the Business that could reasonably be expected to affect any Taxes for which Seller is the other party (or its respective Affiliates) would be responsible to indemnify any Purchaser Indemnified Party pursuant to under applicable Law or the terms of this Agreement (for the avoidance of doubt, taking into account the indemnification obligations under this Agreement); provided, that any failure to timely deliver such notice shall not limit any party’s rights to indemnification hereunder, except to the extent of actual prejudice to the other party arising from such delay. To the extent reasonably practical, the issues with respect to any such Tax Proceeding shall be divided, with Buyer entitled to control such matters for which Buyer and its Affiliates will be responsible and Parent entitled to control such matters for which Parent or its Affiliates will be responsible (for, the avoidance of doubt, taking into account the indemnification obligations under this Agreement). With respect to any such Taxissues in a Tax Proceeding that cannot be so divided and for which Parent or its Affiliates reasonably expect to be responsible for greater than fifty percent (50%) of all Damages in connection therewith, Seller will Parent shall be entitled to control the conduct of such matters; provided that (i) Buyer shall have the rightright to reasonably participate in any such Tax Proceeding (excluding, for the avoidance of doubt, any Tax Proceeding with respect to any Parent Consolidated Group) at its sole cost own expense for out-of-pocket costs; (ii) Parent shall, and expense, shall cause its Affiliates to control (A) consider in good faith Buyer’s suggestions; (B) keep Buyer reasonably informed on the case status of such matters (including providing Buyer with copies of all material written correspondence with a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in Governmental Entity regarding such Tax Contest. Purchaser will Proceeding), and (and will cause the Acquired Entity toC) take such action in connection with not settle or resolve any such proceeding that Seller reasonably requestsmatters or Tax Proceeding without Buyer’s written consent, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. Buyer shall control any Tax Proceedings of the Business Companies (excluding any Tax Proceedings with respect to a Parent Consolidated Group) of Seller. To the extent that there Parent is an inconsistently between Section 11.06 and not entitled to control under this Section 9.03 as it relates 5.14(c)(ii), provided, that (i) Parent shall have the right to participate in any such Tax Proceeding at its own expense for out-of-pocket costs, (ii) Buyer shall, and shall cause its Affiliates to, (A) consider in good faith Parent’s reasonable suggestions with respect to such Tax Proceeding, (B) keep Parent reasonably informed of the status of such Tax Proceeding (including providing Parent with copies of all material written correspondence with a Governmental Entity regarding such Tax ContestProceeding) and (C) not settle or resolve such Tax Proceeding without Parent’s written consent, the provisions of Section 9.03 which shall governnot be unreasonably withheld, delayed or conditioned.

Tax Contests. Purchaser (i) If any Governmental Authority asserts a Tax Claim related to the Transferred Entities, then the Buyer, as applicable, shall inform promptly provide written notice thereof to Seller; provided, however, that the failure of the Buyer to give such prompt notice shall not relieve Seller of any of its obligations under this Agreement, except to the commencement extent that Seller is materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Governmental Authority. (in ii) In the case of a Pre-Calculation Tax Claim of or with respect to any Transferred Entity for any taxable period ending on or before the Closing Date (for the sake of clarification, excluding any Straddle Period), Seller may elect to control such Tax PeriodClaim; provided, however, that (A) or Seller shall keep the Buyer apprised of material developments with respect to, and shall respond to any reasonable written requests from the Buyer for information relating to, such Tax Claim, (B) Seller shall diligently defend such Tax Claim in good faith and allow Buyer (at its expense) to fully participate in (in the case defense of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyClaim, and send (C) Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without obtaining the prior written consent (of the Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (iii) In the case of a Tax Claim of or with respect to any Transferred Entity described in Section 6.06(d)(ii) that Seller does not elect to control or any Tax Claim of or with respect to a Transferred Entity other than as described in Section 6.06(d)(ii), the Buyer shall control such Tax Claim; provided, however, that (A) the Buyer shall keep Seller apprised of material developments with respect to, and shall respond to any reasonable requests from Seller for information relating to, such Tax Claim, (B) the Buyer shall diligently defend such Tax Claim in good faith and allow Seller (at its expense) to fully participate in the defense of such Tax Claim, and (B) the Buyer shall not settle, compromise or abandon any such Tax Claim without obtaining the prior written consent of Seller. To , which consent shall not be unreasonably withheld, conditioned or delayed. (iv) Notwithstanding anything in this Agreement to the extent that there is an inconsistently between Section 11.06 contrary, (i) no member of the Seller Group shall have any obligation to provide (or provide access to) or take any action or position with respect to any Consolidated Tax Return and this Section 9.03 as it relates (ii) Seller shall have the exclusive right to a control in all respects, and neither the Buyer nor any of its Subsidiaries shall be entitled to participate in, any Tax Contestclaim or other matter relating to, the provisions any Tax Return of Section 9.03 shall governany Seller Consolidated Group (including any Seller Consolidated Return).

Tax Contests. Purchaser (i) Parent and the Stockholder Representative shall inform Seller promptly notify each other in writing upon receipt by such party or any of their respective Affiliates of notice of any pending or threatened federal, state, local or foreign audits, examinations, claims, assessments or administrative or court proceeding relating to Taxes of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes Company (a "Tax Contest") for which Seller such party is responsible entitled to indemnify any Purchaser Indemnified Party seek, or is seeking or intends to seek, indemnification pursuant to this Agreement. With . (ii) Notwithstanding Article VII, subject to the consent rights of any insurer or any other limitations in the R&W Insurance Policy, to the extent the Company Equityholders may be held liable for any Taxes under the provisions of this Agreement (and taking into account the R&W Insurance Policy), then: (A) the Stockholder Representative shall have the right, in good faith, to control and to represent the interests of any member of the Company Group in and with respect to any Tax Contest for any Tax period ending on or prior to the Closing Date and to employ counsel of its own choice for such purpose; provided, however, Parent shall be entitled to participate at its expense in or with respect to any such TaxTax Contest. The Stockholder Representative shall have the right to settle or compromise, Seller will or agree to settle or compromise, either administratively or after the commencement of litigation, any Tax Contest for any Tax period ending on or prior to the Closing Date; provided, however, no such settlement, compromise or agreement shall be effectuated without Parent's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. (B) Parent and Stockholder Representative shall have the right, at its sole cost and expensein good faith, to jointly control (and to represent the interests of the Company in the case of a Pre-Calculation Date and with respect to any Tax Period) or participate in (in the case of a Contest for any Straddle Period) ; provided, however, that neither party may settle or compromise, or agree to settle or compromise, either administratively or after the prosecutioncommencement of litigation, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment Contest for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Straddle Period without the prior written consent (of both parties, which consent shall not be unreasonably withheld withheld, delayed or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governconditioned.

Tax Contests. Purchaser shall inform Seller (1) Each of the commencement Parties shall promptly notify the other Parties upon receipt by such Party of written notice of any auditinquiries, examination claims, assessments, audits or proceeding relating in whole or in part similar events with respect to Taxes of any SUG Party, any SUN Party or HHI for any Tax Period beginning on or before the Closing Date (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such party was actually prejudiced as a result thereof. Except as provided in clauses (2) and (3) below, ETP Holdco shall control the conduct and settlement of all Tax Contests. (2) If ETE elects in writing within ten (10) days of its receipt of any notice of a Tax Contest with respect to any SUG Party for which Seller is responsible to indemnify any Purchaser Indemnified Party ETE may be liable pursuant to this Agreement. With respect to , ETE shall control the conduct and settlement of such Tax Contest, provided, however, that ETE shall keep ETP and ETP Holdco reasonably informed of the progress of any such Tax, Seller will have the right, at its sole cost Tax Contest and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, shall not effect any settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Contest without the obtaining ETP’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed. (3) If ETP elects in writing within ten (10) days of Seller. To its receipt of any notice of a Tax Contest with respect to any SUN Party or HHI for which ETP may be liable pursuant to this Agreement, ETP shall control the extent conduct and settlement of such Tax Contests, provided, however, that there is an inconsistently ETP shall keep ETE and ETP Holdco reasonably informed of the progress of any such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without obtaining ETE’s prior written consent, which shall not be unreasonably withheld or delayed. (4) In the event of any conflict or overlap between Section 11.06 and the provisions of this Section 9.03 as it relates to a Tax Contest5.8(C) and Section 8.4, the provisions of this Section 9.03 5.8(C) shall governcontrol.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim shall inform Seller promptly (and in any event within fifteen (15) Business Days) provide written notice thereof to the other party or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which correspondence received from the taxing authority. (b) The Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the rightsole right to control, at its sole cost and own expense, any Income Tax audit, examination, contest, litigation or other proceeding by or against any taxing authority (an "Income Tax Proceeding") in respect of the Company and its Subsidiaries for any taxable period that ends on or before the Closing Date; provided, however, to control (in the case extent such Income Tax Proceeding relates to a separate state or local Tax Return of the Company or its Subsidiaries and if Purchaser notifies Seller that it reasonably believes that such Income Tax Proceeding could reasonably be expected to have a Prematerial adverse effect on the Purchaser, the Company and its Subsidiaries or their respective Affiliates for a Post-Calculation Date Tax Closing Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified consult in good faith with Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such before taking any significant action in connection with any such proceeding and Purchaser shall be entitled to participate, at its own expense, in such Income Tax Proceeding. (c) In the case of an Income Tax Proceeding for a Straddle Period, the Purchaser shall have the right to control, at its own expense, such Income Tax Proceeding; provided, however, that (i) the Purchaser shall consult with the Seller reasonably requestsbefore taking any significant action in connection with such Income Tax Proceeding, including (ii) the selection of counsel Purchaser shall consult with the Seller and experts offer the Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Income Tax Proceeding, (iii) the Purchaser shall defend such Income Tax Proceeding diligently and in good faith as if it were the execution of powers of attorney. Purchaser will only party in interest in connection with such Tax Proceeding, (and will cause iv) the Acquired Entity to) inform Seller promptlyshall be entitled to participate in such Income Tax Proceeding, at its own expense, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), assume the entire defense of such Income Tax Proceeding, and (v) the Purchaser shall not settle, compromise or abandon any such Income Tax Proceeding without obtaining the prior written consent of the Seller. To , such consent shall not be unreasonably withheld or delayed, and shall not be necessary to the extent that there is an inconsistently between the Purchaser has indemnified the Seller against the effect of such settlement. (d) Except as provided in Section 11.06 7.11, the Purchaser shall have the right to control, at its own expense, (i) any Income Tax Proceeding involving the Company or any of its Subsidiaries (other than any Income Tax Proceeding described in Section 7.10(b) or (c)), and this Section 9.03 as it (ii) any tax proceeding relating to Non-Income Taxes, and the Seller shall have no information, consultation, participation, consent or other rights with respect to such tax proceedings; provided, however, to the extent such Income Tax Proceeding relates to a separate state or local Tax ContestReturn of the Company or its Subsidiaries and if Seller notifies Purchaser that it reasonably believes that such Income Tax Proceeding could reasonably be expected to have a material adverse effect on the Seller or its Affiliates for a Pre-Closing Period, the provisions of Section 9.03 Purchaser shall governconsult with Seller in good faith before taking any significant action in connection with such Income Tax Proceeding and Seller shall be entitled to participate, at its own expense, in such Income Tax Proceeding.

Tax Contests. (a) Purchaser and the Company, on the one hand, and the Sellers, on the other hand, shall inform Seller promptly notify each other upon receipt by such party of the commencement written notice of any auditinquiries, examination claims, assessments, audits or proceeding relating in whole or in part similar events with respect to Taxes for which Seller is responsible of either Company relating to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Closing Tax PeriodPeriod (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Any failure to so notify the other party of any Tax Matter shall not relieve such other party of any liability with respect to such Tax Matters except to the extent such party was actually prejudiced as a result thereof. (b) or participate in (in Purchaser shall have sole control of the case conduct of a Straddle Period) the prosecutionall Tax Matters, including any settlement or compromise thereof; provided, however, that the Sellers shall be liable for and shall indemnify Purchaser for any Indemnity Loss related to such Tax Matters for Holdings; provided, further, that Purchaser shall (i) keep the Sellers’ Representative reasonably informed of the progress of any proceeding involving Tax Matter, (ii) consider in good faith any comment or position that the TaxSellers’ Representative submits to Purchaser, provided that Seller and (iii) shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with not affect any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settlement or compromise any auditwith respect to which the Sellers, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder as the case may be, are liable without obtaining the Sellers’ Representative’s prior written consent (thereto, which consent shall not be unreasonably withheld or delayed. (c) Neither Purchaser nor the Company shall amend the Tax Returns of Seller. To the Company or LLC, or file additional Tax Returns on the behalf of the Company or LLC, in respect of Taxes paid prior to the Closing or in respect of any Pre-Closing Tax Period to the extent that there is an inconsistently between Section 11.06 and such amendment would result in Liability of any Seller without the prior written consent of such Seller, which consent shall not be unreasonably withheld. (d) Except as otherwise provided in this Section 9.03 as it relates 8.04, Purchaser shall have the sole right to a control any audit or examination by any Taxing Authority, initiate any claim for refund or amend any Tax ContestReturn, 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 provisions income, assets or operations of Section 9.03 shall governthe Company or LLC and for all Tax periods.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Parties of any of its obligations under this Article VI, except to the extent that the other Parties are prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding of or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With with respect to any such Taxof the Purchased Companies for any taxable period ending on or before the Closing Date, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Pro Canadian or its Subsidiary beginning before the Closing Date, HD Supply shall have the exclusive right to control such Tax Period) or participate in (Proceeding; provided, however, that Buyer shall be entitled to participate, at its own expense, in the case conduct of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding provided further, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser HD Supply shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such settlement, compromise or abandonment could have an adverse impact on Buyer or any of Seller. To its Affiliates for any Post-Closing Period. (c) Except as otherwise provided in Section 6.5(b), Buyer shall have the exclusive right to control, at its own expense, any Tax Proceeding of or with respect to the Purchased Assets or the Purchased Companies or any of their Subsidiaries, provided, however, that with respect to any Tax Proceeding relating to a Straddle Period, Sellers shall be entitled to participate, at their own expense, in the conduct of such Tax Proceeding and Buyer shall not settle, compromise or abandon such Tax Proceeding without obtaining the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or abandonment could increase Sellers’ indemnification obligations under Section 6.1. (d) In the case of a Tax Claim that is a notice of assessment or reassessment, a notice of confirmation of an assessment or reassessment, a notice of garnishment, or a similar document in respect of any Taxes which are subject to indemnification pursuant to Section 6.1 (“Indemnified Taxes”), the Sellers shall, within fifteen (15) days of receipt of written notice of such claim, reimburse the applicable Tax Indemnified Party for an amount equal to (a) the full amount of such Indemnified Taxes in respect of which a Governmental Authority is permitted to take collection action, or (b) the full amount that has been garnished and applied towards any Indemnified Taxes, as applicable. (e) Upon the occurrence of a Tax Indemnification Event, (i) to the extent that there the total of the amounts previously paid by the Sellers in respect of the relevant Indemnified Taxes is an inconsistently between Section 11.06 and this Section 9.03 as it relates less than the amount so determined to a Tax Contestbe the amount of the Indemnified Taxes, the provisions Sellers shall forthwith (and, in any event, within fifteen (15) days of Section 9.03 the time that the applicable Tax Indemnified Party notifies the Sellers of the occurrence of the Tax Indemnification Event) pay to such Tax Indemnified Party the amount of the Indemnified Taxes less the total of the amounts previously paid, and (ii) to the extent that the total of the amounts previously paid by the Sellers in respect of such Indemnified Taxes exceeds the amount so determined to be the amount of the Indemnified Taxes, such Tax Indemnified Party shall governforthwith upon receipt or confirmation of any refund or credit of such Indemnified Taxes (and, in any event, within fifteen (15) days of the receipt or confirmation of such refund or credit) pay to the Sellers the amount of such refund or credit (including any interest paid or credited with respect thereto but net of any Taxes payable by the Tax Indemnified Party in respect of such refund, credit or interest).

Tax Contests. Purchaser shall inform Seller (a) If a claim for Taxes (including notice of the commencement of a pending audit) is made by any auditTaxing Authority in writing (a “Tax Claim”), examination or proceeding relating which, if successful, might result in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party an indemnity payment pursuant to this Agreement. With respect to any such TaxSection 8.3, Seller will have the right, at its sole cost and expense, to control party seeking indemnification (in the case of a Pre-Calculation Date “Tax PeriodIndemnified Party”) or participate in shall notify the other party (in the case of a Straddle Period“Tax Indemnifying Party”) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in the Tax Claim within thirty (30) Business Days of the receipt of such Tax Contest. Purchaser will Claim; provided that, if notice of a Tax Claim is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim (to the extent reasonably available to the Tax Indemnified Party), the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof. (b) Subject to Sections 8.8(c) and will cause 8.8(d), the Acquired Entity to) take such action Tax Indemnifying Party shall control all proceedings and may make all decisions taken in connection with any such proceeding that Seller reasonably requests, Tax Claim (including the selection of counsel counsel) and, subject to the condition in the following sentence, may in its sole discretion pursue or forego any and experts all administrative appeals, proceedings, hearings and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyconferences with any Taxing Authority with respect thereto, and send Seller copies promptly upon receiptmay either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, of any notice of an audithowever, examinationthat the Tax Indemnifying Party must first consult, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls good faith with the Governmental Authorities Tax Indemnified Party before taking any action with respect to the extent Seller is not controlling conduct of such Tax Claim. Notwithstanding the proceedings. Purchaser foregoing, the Tax Indemnifying Party shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Tax Claim without the prior written consent of the Tax Indemnified Party (which consent shall not to be unreasonably withheld withheld), and the Tax Indemnifying Party, and counsel of its own choosing, shall (subject to Section 8.8(e)) have the right to participate fully in all aspects of the prosecution or delayeddefense of such Tax Claim. (c) With respect to any Tax Claim for a Straddle Period, Buyer and Seller shall jointly control and participate in all proceedings taken in connection with any Tax Claim, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of Seller. To the other (not to be unreasonably withheld). (d) If a Tax Claim involves issues (A) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnified Party, to the extent that there is an inconsistently between permitted by applicable Law, (x) the Tax Indemnifying Party shall have the right at its expense to control the Tax Claim solely with respect to the former issues and subject to the rights of the Tax Indemnified Party contained in Section 11.06 8.8(b) and (y) the Tax Indemnified Party shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (e) Notwithstanding any other provision of this Section 9.03 as it relates Agreement to a the contrary, (i) neither Buyer nor any of its Affiliates shall be entitled to participate in any Tax ContestClaim relating to any consolidated, the provisions combined, affiliated, unitary or similar Tax Return which includes Seller or any of Section 9.03 its Affiliates, and (ii) neither Seller nor any of its Affiliates shall governbe entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated, unitary or similar Tax Return which includes Buyer or any of its Affiliates. (f) The party controlling any Tax Claim shall defend such Tax Claim diligently in good faith and in accordance with applicable Law.

Tax Contests. Purchaser (1) If any Governmental Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Parties. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Governmental Authority. (in 2) In the case of a Pre-Calculation Tax Proceeding of or with respect to any Acquired Company or Newco for any taxable period that ends on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 5.16(e)(4)), settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding Proceeding; provided, however, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such settlement, compromise or abandonment will have a material adverse impact on Buyer or any of Seller. To its Affiliates for any Post-Closing Period. (3) In the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to case of a Tax ContestProceeding of or with respect to any Acquired Company or Newco for any Straddle Period (other than a Tax Proceeding described in Section 5.16(e)(4)), the provisions Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (A) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (B) the Controlling Party shall governconsult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (C) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (D) 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, (E) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Governmental Authority and (F) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (A), (B), (C) or (E) above with respect to any portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Parent if Parent and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Buyer if Buyer and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Parent or Buyer is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser (a) If Buyer, Seller or any of their respective Affiliates receives after the Closing (i) a notice of a Governmental Authority’s intent to audit, examine or conduct any other Proceeding with respect to Taxes or Tax Returns or (ii) a notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Tax Returns, in each case, that could reasonably be expected to give rise to a claim for indemnification under Article 11 or other Taxes for which the other would be responsible (a “Tax Contest”), such Party first receiving such notice shall inform Seller notify the other Party in writing of the commencement receipt of such communication in accordance with the provisions of Section 11.4(a). (b) Seller shall control any Proceeding relating to any Tax Contest if Seller or its Affiliates would be responsible (under this Agreement or otherwise) for a majority of the Taxes that would reasonably be expected to result from such Tax Contest; provided that Buyer, at its own expense, shall be entitled to participate in the conduct of any auditsuch Tax Contest, examination Seller shall keep Buyer reasonably informed regarding developments in such Tax Contest and Seller shall not settle any such Tax Contest that would be binding on Buyer or proceeding that involves any Taxes for which Buyer would be responsible without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (c) Buyer shall control all Proceedings relating to any other Tax Contest (i.e., not controlled by Seller pursuant to Section 6.4(b)); provided that, if and to the extent Seller would be responsible under this Agreement or otherwise for Taxes that would reasonably be expected to result from such Tax Contest, then Seller, at its own expense, shall be entitled to participate in whole the conduct of such Tax Contest, Buyer shall keep Seller reasonably informed regarding developments in such Tax Contest and Buyer shall not settle any such Tax Contest that would be binding on Seller or in part to that involves any Taxes for which Seller is would be responsible without Seller’s prior written consent, not to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Taxbe unreasonably withheld, Seller will have conditioned or delayed. (d) In the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise event of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control conflict or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently inconsistency between Section 11.06 and this Section 9.03 as it relates to a Tax Contest6.4 and Section 11.4, the provisions of this Section 9.03 6.4 shall governgovern with respect to the conduct of Tax Contests.

Tax Contests. Purchaser After the Closing Date, Acquiror, Target and the Stockholders’ Agent, respectively, shall inform Seller the other party in writing of the commencement of any audit, examination examination, proceeding or proceeding self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period (“Tax Contest”) for which Seller is responsible Acquiror may be entitled to indemnify indemnity from the Indemnifying Parties under this Agreement. After the Closing Date, Acquiror shall have the exclusive right to represent the interests of Target in any Purchaser Indemnified Party and all Tax Contests; provided, however, that the Stockholders’ Agent shall have the right to participate in any such Tax Contest and to employ counsel at its own expense of its choice (which counsel shall be reasonably acceptable to Acquiror) for purposes of such participation to the extent that any such Tax Contest would reasonably be expected to result in a Tax indemnification liability of the Indemnifying Parties pursuant to this Agreement. With respect In the event that Acquiror proposes to compromise or settle any Tax Contest, or consent or agree to any such TaxTax liability, Seller will relating to Target that would result in an indemnity payment by the Indemnifying Parties, the Stockholders’ Agent shall have the rightright to review such proposed compromise, at its sole cost and expensesettlement, consent or agreement. Acquiror shall not agree or consent to control (in the case of a Pre-Calculation Date Tax Period) compromise or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for settle any Tax Contest on a basis that would result in a liability of the Indemnifying Parties for which Seller is responsible and keep Seller informed of progress in indemnification unless the proceedings and allow Seller Stockholders’ Agent consents to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settlesuch settlement, consent to the entry of a judgment of compromise or compromise any auditconcession, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall will not be unreasonably withheld withheld, conditioned or delayed) . The provisions of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, 6.14(d) shall govern rather than the provisions of Section 9.03 shall govern9.9 in the event of any conflict.

Tax Contests. Purchaser Apollo shall inform Seller promptly notify RCAP in writing upon receipt by any of the commencement Subject Companies, or by Apollo or any of its Affiliates, of notice of any Tax audits, examinations or assessments that could give rise to a liability for which the Sellers are responsible under Section 8.1 of this Agreement, provided that Apollo’s failure so to notify RCAP shall not limit Apollo’s rights under this Article VIII except to the extent the Sellers are materially prejudiced by such failure. RCAP shall promptly notify Apollo in writing upon receipt by RCAP or any of its Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to any of the Subject Companies. Except as otherwise provided herein, (a) RCAP shall control any such audit, examination or proceeding relating in whole or in part that relates exclusively to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Closing Tax PeriodPeriod and (b) or participate in Apollo shall control (in the case of a Straddle Periodi) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding that is not described in clause (a) and (ii) any Tax audit, examination or proceeding described in clause (a) if ARC fails to assume control of such audit, examination or proceeding within a reasonable period after receiving notice thereof. In either case, the party controlling such Tax audit, examination or proceeding shall (w) notify the other party of significant developments with respect to such Tax audit, examination or proceeding and keep the other party reasonably informed and consult with the other party as to the resolution of any issue that would materially affect such other party, (x) give to the other party a copy of any Tax adjustment proposed in writing with respect to such Tax audit, examination or proceeding and copies of any other written correspondence with the relevant taxing authority relating to Taxes for which it is entitled to indemnification hereunder such Tax audit, examination or proceeding, (y) not settle or compromise any issue without the prior written consent (of such other party, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed and (z) otherwise permit the other party to participate in all aspects of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a such Tax Contestaudit, the provisions of Section 9.03 shall governexamination or proceeding, at such other party’s own expense.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will correspondence received from the Taxing Authority. (b) Sellers shall have the rightright to control, at its sole cost and their own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment for other proceeding by or against any Taxing Authority (a “Tax for which Seller is responsible Proceeding”) in respect of any NGX/Shorcan Company that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (i) Sellers shall provide Purchaser with a timely and keep Seller informed reasonably detailed account of progress each stage of such Tax Proceeding, (ii) Sellers shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Sellers shall defend such Tax Proceeding diligently and in good faith as if they were the proceedings only party in interest in connection with such Tax Proceeding, (iv) Purchaser shall be entitled to participate, at its own expense, in such Tax Proceeding and allow Seller receive copies of any written materials relating to attend any meetings such Tax Proceeding received from the relevant Taxing Authority, and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser (v) Sellers shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld or delayedwithheld. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding for a Straddle Period of any NGX/Shorcan Company, the provisions Controlling Party shall have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall governconsult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) 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, (iv) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-controlling Party or any of its Affiliates, and (v) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of the Non-controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. “Controlling Party” shall mean whichever of Sellers (on the one hand) or Purchaser (on the other hand) is reasonably expected to bear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and “Non-controlling Party” shall mean whichever of Sellers (on the one hand) or Purchaser (on the other hand) is not the Controlling Party with respect to such Straddle Period Tax Proceeding.

Tax Contests. Purchaser shall inform Seller (a) Subject to Section 6.1(b), in the event of a Tax Contest concerning the commencement amount of any audit, examination or proceeding relating in whole or in part to Taxes Tax liability for which Seller Semiconductor is responsible to indemnify any Purchaser Indemnified Party or could be liable pursuant to this AgreementAgreement or refund due to or in respect of such Tax liability (including but not limited to the Semi Spin Taxes), C-Cube hereby expressly grants to Semiconductor the authority to act on behalf of C-Cube and the Affiliated Group in matters related to such Tax liability. With Subject to Section 6.1(b), the parties hereby expressly appoint (subject to the consent of the relevant Taxing Authority) Semiconductor to act as agent for the Affiliated Group in any Tax Contest related to such Tax liability. Following receipt from Harmonic of notice of the existence of such a Tax Contest and subject to Section 6.1(b), Semiconductor shall have the responsibility with respect to any such TaxTax Contest and shall handle such Tax Contest in a prudent and diligent manner; provided, Seller will have however, that Harmonic shall be given copies of all correspondence with the rightrelevant Taxing Authority promptly upon receipt or transmission of such correspondence, and shall receive reasonable advance notice of and opportunity to participate in, at its sole cost and expense, all meetings and proceedings pertaining to control such Tax Contest, and shall be consulted prior to the making or accepting (in the case of a Pre-Calculation Date Tax Periodtentatively or otherwise) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention offers to control or participate in settle such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsNo decision to pursue, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlysettle, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for appeal any Tax Contest, Group Refund Claim or other claim for which Seller is responsible and keep Seller informed refund of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Tax related shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder be made by Semiconductor without the prior written consent (approval of C-Cube, which consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding the foregoing, until such time as C-Cube receives notice that the Taxing Authority intends to raise issues with respect to which Semiconductor could have liability hereunder, C-Cube shall be entitled to deal directly with such Taxing Authority. Semiconductor and C-Cube shall each bear their own costs (including attorneys and accountants fees) in carrying out their responsibilities under this Section 6.1(a). (b) Semiconductor shall, as a condition to exercising its authority under Section 6.1(a) above, acknowledge in a writing reasonably satisfactory to C-Cube its obligation to indemnify C-Cube on an After-Tax Basis for any Tax liability arising from such Tax Contest and for which Semiconductor is liable under this Agreement. Harmonic shall have the right to assume the defense of Sellerany Tax Contest described in Section 6.1(a) in the event it reasonably determines that cause exists for doing so, and Semiconductor shall reimburse Harmonic for all reasonable out of pocket costs in assuming such defense. To Cause shall be deemed to exist if (i) Harmonic reasonably determines that its interests would be jeopardized by a failure of Semiconductor to adequately defend a Tax Contest in a prudent and diligent manner (including by failure to make the acknowledgment in the first sentence of this Section 6.1(b)), (ii) Harmonic gives written notice of its determination, and (iii) Semiconductor fails to act within 10 days of such notice to cure the defect cited by Harmonic in such notice; provided, however, that clauses (ii) and (iii) shall not apply if and to the extent that there is an inconsistently between Section 11.06 Harmonic reasonably determines that providing such notice and this Section 9.03 as it relates to awaiting Semiconductor's response would materially jeopardize Harmonic's interests. In the event Harmonic has assumed the defense of a Tax ContestContest for cause, Semiconductor shall reassume the provisions defense of Section 9.03 such Tax Contest upon providing proof reasonably satisfactory to Harmonic that it shall governadequately defend such Tax Contest and payment to Harmonic of all reasonable costs incurred in assuming such defense and defending such Tax Contest in the interim; provided, however, that Semiconductor shall be given no more than one opportunity to reassume the defense of any Tax Contest during any twelve-month period.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other Party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Pre-Calculation Date Tax PeriodProceeding of or with respect to any member of the Commercial Air Group involving a Tax Claim (other than a Tax Proceeding described in Section 7.5(c) with respect to which Seller has not made an election pursuant to the second sentence in Section 7.5(c)), Purchaser shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that if the Tax Proceeding could be expected to give rise to a claim for indemnity against Seller (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or participate furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith as if it were the case of a Straddle Periodonly Party in interest in connection with such Tax Proceeding, (v) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention be entitled to control or participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to the extent Seller is not controlling the proceedings. relevant taxing authority, and (vi) Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Seller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall have the exclusive right to control in all respects any Tax Proceeding with respect to (i) any Tax Return of Sellerany member of the Seller Group, (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) or (iii) any Taxes for which Seller is fully or partially responsible under Section 7.1 including any Shared Restructuring Taxes). To the extent Upon written notice to Purchaser, Seller may elect to have Purchaser conduct any Tax Proceeding that there is an inconsistently between Section 11.06 and Seller would otherwise be entitled to control under this Section 9.03 as it relates 7.5(c). In the event that Seller elects to have Purchaser conduct a Tax ContestProceeding pursuant to the preceding sentence of this Section 7.5(c), Purchaser shall conduct such Tax Proceeding and the provisions of Section 9.03 7.5(b) shall governapply with respect to such Tax Proceeding.

Tax Contests. Purchaser (a) The Parties shall inform Seller notify each other within twenty (20) Business Days after receipt by it or any of the commencement its Affiliates of written notice of any auditpending U.S. federal, state, local or foreign Tax audit or examination or proceeding notice of deficiency or other adjustment, assessment or redetermination relating in whole to any Company Indemnified Taxes or in part to SpinCo Indemnified Taxes for which Seller the other Party could be responsible hereunder (a “Tax Claim”); provided, however, that the failure to give such notice shall not relieve the Parties of any of its obligations under this Section 5.8, except to the extent that the other Party is responsible to indemnify actually and materially prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any Purchaser Indemnified Party pursuant to this Agreement. With respect to correspondence received from any such Tax, Seller Governmental Authority. (b) The Company will have the rightright to control, at its sole cost and own expense, any Tax Claim that relates to control a Company Prepared Return (a “Company Controlled Claim”); provided, however, that to the extent that such Company Controlled Claim could reasonably be expected to result in the case of SpinCo becoming responsible for a Pre-Calculation Date Tax Periodpayment pursuant to Section 5.6(b) or participate in otherwise increase any tax liability of SpinCo for any tax period beginning after the Distribution Date, the Company shall (in the case i) keep SpinCo reasonably informed of a Straddle Periodmaterial developments with respect to such Company Controlled Claim, (ii) the prosecution, settlement consult with SpinCo before taking any significant or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such material action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Company Controlled Claim and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity toiii) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller such Company Controlled Claim is not controlling the proceedings. Purchaser shall reasonably expected to result in SpinCo becoming responsible for any SpinCo Indemnified Taxes, not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Company Controlled Claim without obtaining the prior written consent of SpinCo (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed). (c) of Seller. To SpinCo will have the extent right to control, at its own expense, any Tax Claim that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestSpinCo Prepared Return (a “SpinCo Controlled Claim”); provided, however, that to the extent such Company Controlled Claim could reasonably be expected to result in the Company becoming responsible for a payment pursuant to Section 5.6(b), SpinCo shall (i) keep the Company reasonably informed of material developments with respect to such SpinCo Controlled Claim, (ii) consult with the Company before taking any significant or material action in connection with such SpinCo Controlled Claim and (iii) to the extent such SpinCo Controlled Claim is reasonably expected to result in Company Indemnified Taxes, not settle, compromise or abandon any such SpinCo Controlled Claim without obtaining the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). (d) Notwithstanding the provisions of Section 5.4(a) and Section 5.4(b) (Claims), the provisions of this Section 9.03 5.8 shall governexclusively control with respect to any Tax Claim. (e) Except for the provisions of Section 5.6 and foregoing provisions of this Section 5.8, any and all Tax sharing, Tax allocation, Tax indemnity or similar agreements, arrangements, or practices (including any advance pricing agreement, closing agreement or other similar written agreement relating to Taxes with any Governmental Authority, but excluding (i) customary commercial Contracts the primary purpose of which is not Taxes and (ii) any agreements or arrangements solely between SpinCo and SpinCo Subsidiaries) to which SpinCo or any of its Subsidiaries is a party or otherwise subject shall be terminated as of the Distribution Date and after the Distribution Date neither of SpinCo nor any of its Affiliates shall be bound thereby, have any Liability thereunder, or be obligated to make any payment thereunder. Notwithstanding any other provision in any such Tax sharing, Tax Allocation, Tax indemnity or similar agreement relating to the Tax liabilities of the consolidated group of which the Company is the parent, SpinCo and its Subsidiaries shall not be entitled to any payment or any compensation for the actual or future use by such consolidated group of any Tax attribute of SpinCo or any of its Subsidiaries.

Tax Contests. Purchaser shall inform Seller (a) If any taxing authority asserts a Tax Claim in respect of the commencement Acquired Companies, then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the other party or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any of its obligations under this Article XIV, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) Seller shall have the right to control, any audit, examination examination, contest, litigation or other proceeding relating in whole by or in part to Taxes against any taxing authority (a "TAX PROCEEDING") of the Acquired Companies for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With taxable period that ends on or before the Closing Date; provided, however, that with respect to any such Tax, Seller will Tax Proceeding solely in respect of the Acquired Companies that would reasonably be expected to have the right, at a significant adverse impact on Purchaser and its sole cost and expense, to control Affiliates (in the case of a Pre-Calculation Date Tax Periodi) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified consult with Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such before taking any significant action in connection with any such proceeding that Tax Proceeding and (ii) Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any auditsuch Tax Proceeding, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Without limiting the foregoing, Seller shall consult with Purchaser before taking any significant action in connection with the Tax Proceedings involving intercompany transfer pricing between Brake Parts Canada, Inc. and Brake Parts Inc. or any related Tax Proceeding. (c) In the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, Purchaser shall have the right to control such Tax Proceeding; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser 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) Seller shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Purchaser or any of its Affiliates and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Seller. To , which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. (d) Purchaser shall have the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates right to control any Tax Proceeding involving the Acquired Companies (other than a Tax ContestProceeding described in Section 14(b) or (c)); provided, however, that Purchaser shall not settle, compromise or abandon any such Tax Proceeding, if such action would reasonably be expected to have a significant adverse impact on Seller or any Affiliate of Seller, without obtaining the provisions prior written consent of Section 9.03 Seller, which consent shall governnot be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser shall inform Seller If any Governmental Entity issues to the Company or any of its Subsidiaries a notice of deficiency, or of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the commencement Company or any of its Subsidiaries, for any Pre-Closing Tax Period or Straddle Period that could adversely affect the Tax liability or any Tax position of any auditof the direct or indirect equity owners of the Company for any taxable period, examination then ParentCo shall notify the Representative, or the Representative shall notify ParentCo, as the case may be, of its receipt of such communication from the Governmental Entity within 10 days of receipt and provide the other party with copies of all correspondence and other documents received from the Governmental Entity. The Representative shall control any audit or other proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With with respect to income Taxes or income Tax Returns of the Company or its Flow-Through Entities for any Pre-Closing Tax Period; provided that ParentCo shall be entitled to participate in the conduct of any such Tax, Seller will have the right, audit or other proceeding at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts expense and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Representative shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination such audit or other proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which of ParentCo, such consent shall not to be unreasonably withheld or delayed. ParentCo shall control any audit or other proceeding in respect of any income Taxes or income Tax Returns of the Company or its Flow-Through Entities for any Straddle Period; provided that the Representative, at its expense, shall have the right to participate in any such audit or other proceeding and ParentCo shall not, and shall not allow the Group Companies to, settle, resolve, or abandon any such audit or other proceeding without the prior written consent of the Representative, such consent not to be unreasonably withheld or delayed. In the event of an audit or deficiency for a tax year commencing after December 31, 2017 with respect to the Company, the Partnership Representative of the Company shall make a timely election pursuant to Code Section 6221(b) of Seller. To the extent that there is an inconsistently between Code, and if not applicable, a timely election under Section 11.06 and this Section 9.03 as it relates to a Tax Contest, 6226(a) of the provisions of Section 9.03 shall governCode.

Tax Contests. Purchaser (a) Buyer or Seller, as the case may be, will provide written notice to the other party within 30 days of its discovery of any matter that may give rise to a claim for indemnity pursuant to this Article V (a “Tax Claim” and such notice a “Tax Claim Notice”); provided, however, that failure to comply with this Section 5.4(a) by an Indemnified Party shall inform Seller not affect the Indemnifying Party’s indemnification obligation hereunder except only to the extent the Indemnifying Party’s ability to control such Tax Claim is adversely and materially affected by such failure. A Tax Claim Notice shall contain a summary of the commencement facts (set forth with reasonable specificity based on the then available information) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto and a statement that the Indemnified Party seeks indemnification for Taxes relating to such claim. (b) Seller, at its expense, shall have the right to control the conduct of the defense of any audit, examination or proceeding relating in whole or in part to Taxes Tax Claim brought by a Tax Authority that involves solely a matter for which Seller is responsible required to indemnify the Buyer Indemnitees; provided, that (i) Buyer is provided written notice by Seller of its intent to control the defense of such matter within 15 days after Seller has received the underlying Tax Claim Notice (which will include Seller’s acknowledgement that it is liable for all Taxes and Losses of the Buyer Indemnitees that result or arise from such Tax Claim), (ii) Seller shall not have the right to control the defense of any Purchaser Indemnified Party pursuant to this Agreement. With Tax Claim with respect to any such TaxTax matter that involves a consolidated, combined, affiliated or unified filing that includes Buyer or an Affiliate of Buyer (other than Tax Claims for Pre-Closing Periods that include solely one or more Transferred Companies), and (iii) Seller will shall not have the right, at its sole cost and expense, right to control (the conduct of the defense of, or settle, any Tax Claim if the resolution or determination of such Tax Claim could materially adversely affect or prejudice the Buyer Indemnitees. Except as provided in the case of foregoing, Buyer shall control (at Seller’s expense to the extent the Tax Claim relates to or involves a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax matter for which Seller is responsible and keep Seller informed required to indemnify the Buyer Indemnitees) the conduct of progress the defense of all Tax Claims. Buyer (at its expense) shall have the right to participate in the proceedings and allow conduct of the defense of any Tax Claim controlled by Seller. Seller (at its expense) shall have the right to attend participate in the conduct of the defense of any meetings and scheduled calls with Tax Claim relating to the Governmental Authorities Transferred Companies that is not controlled by Seller to the extent (A) the defense relates solely to the Tax Claim and (B) Seller has acknowledged in writing that it is not controlling liable for all Taxes and Losses of the proceedings. Purchaser shall Buyer Indemnitees that arise from such Tax Claim. (c) Except as set forth in Section 5.4(b), notwithstanding any provision in this Agreement to the contrary, the parties agree that they will not settle, consent compromise or agree to the entry of a judgment of or compromise any audit, examination or proceeding relating Tax adjustment with respect to Taxes for which it is entitled to indemnification hereunder any Tax Claim without first obtaining the prior written consent of the other party if such compromise, settlement or agreement affects or could affect the other party’s Tax liability (including Tax liabilities of or with respect to the Transferred Companies), which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim shall inform Seller provide prompt written notice thereof to the other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article ‎VII, except to the extent that the other Party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Tax Proceeding of or with respect to the Company or any of its Subsidiaries for any Pre-Calculation Date Closing Tax Period) Period or participate in any Straddle Tax Period (in each case, other than a Tax Proceeding described in Section ‎7.7(c)), the case of a Straddle PeriodControlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (i) the prosecutionControlling Party shall provide the non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, settlement (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or compromise of any proceeding involving furnished in connection with such Tax Proceeding, (iv) the TaxControlling 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, provided that Seller (v) the Non-Controlling Party shall have promptly notified Purchaser in writing of its intention be entitled to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyProceeding, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in (vi) the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Controlling Party shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Non-Controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under the immediately foregoing proviso with respect to any portion of Seller. To such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the extent that there is liability of, or otherwise have an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestadverse effect on, the provisions Non-Controlling Party or any of Section 9.03 its Affiliates. For purposes of this Agreement, “Controlling Party” shall governmean Seller in the case of any Tax Proceeding of or with respect to the Company for any Pre-Closing Tax Period or, in the case of any Tax Proceeding of or with respect to the Company for any Straddle Tax Period, Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser Each party hereto shall inform Seller notify the other party in writing within 10 Business Days following receipt by such party of the commencement written notice of any auditpending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or proceeding relating in whole other administrative or in part to court proceeding, suit, dispute or other claim which could affect the liability for Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreementof such other party (“Tax Contest”). With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that The Seller shall have promptly notified the right (and, with respect to the Tax Contest described on Schedule 3.9(d) of the Seller Disclosure Schedules, Seller shall have the obligation) to represent the interests of the Companies in any Tax Contest relating to Tax periods ending on or before the Closing Date; provided, however, that the Seller shall keep the Purchaser in writing of its intention fully and completely informed with respect thereto, the Purchaser shall be entitled to control or participate in such Tax Contest. Purchaser will (Contest and will cause the Acquired Entity to) take such action in connection with Seller may not settle or otherwise dispose of any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed) . In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestContest for a Straddle Period, the provisions Seller shall be entitled to participate in such Tax Contest and none of the Purchaser, any of its Affiliates or the Companies may settle or otherwise dispose of any such Tax Contest for which the Seller may have a liability under this Agreement without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Any dispute with respect thereto shall be resolved by an accounting firm selected in the manner set forth in Section 9.03 shall govern2.7(c).

Tax Contests. Purchaser (a) If any Tax Authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other Party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Tax Authority. (in b) In the case of a Pre-Calculation Tax Proceeding of or with respect to any member of the Alkali Group for any taxable period ending on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 8.6(c)), settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified the exclusive right and obligation to conduct, at its own expense, such Tax Proceeding; provided, that (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Seller shall consult with the Purchaser before taking any action in writing connection with such Tax Proceeding to the extent such action could reasonably be expected to have an adverse effect on Purchaser or any of its intention Affiliates in any Post-Closing Period, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to control comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding to the extent such Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period, (iv) Seller 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) Purchaser shall be entitled to participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities relevant Tax Authority to the extent such Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period, and (vi) Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To , to the extent that there is such Tax Proceeding could reasonably be expected to have an inconsistently between Section 11.06 and this Section 9.03 as it relates to adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period. (c) In the case of a Tax ContestProceeding of or with respect to any member of the Alkali Group for any Straddle Period, the provisions Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall governconsult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such 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 Tax Authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Agreement, “Controlling Party” shall mean Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding or Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser (i) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant other party to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Section 6.9, except to the extent that the other party is actually prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in ii) In the case of a Pre-Calculation Date Tax PeriodProceeding of or with respect to an Acquired Company or its Subsidiaries for any taxable period ending on or before the Second Closing Date, Seller shall have the right to control such Tax Proceeding; provided, however, that Seller shall (x) or participate keep Buyer reasonably informed with respect to such Tax Proceeding, (y) consult Buyer before taking any significant action in connection with such Tax Proceeding, and (in z) to the case of extent that a Straddle Period) the prosecution, settlement or compromise of such Tax Proceeding could reasonably be expected to have an adverse effect on Buyer or any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control Subsidiaries (including the Acquired Companies or participate in any of their Subsidiaries), not settle or compromise such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Proceeding without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld. (iii) In the case of a Tax Proceeding of or delayedwith respect to an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall have the right to control such Tax Proceeding; provided, however, that Buyer shall (x) of Seller. To keep Seller reasonably informed with respect to such Tax Proceeding, (y) consult Seller before taking any significant action in connection with such Tax Proceeding, and (z) to the extent that there is a settlement or compromise of such Tax Proceeding could reasonably be expected to have an inconsistently between adverse effect on Seller or any of its Subsidiaries, not settle or compromise such Tax Proceeding without the prior written consent of Seller, which consent shall not be unreasonably withheld. (iv) Buyer shall have the exclusive right to control any Tax Proceeding other than any Tax Proceeding described in Section 11.06 6.9(e)(ii) and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern6.9(e)(iii).

Tax Contests. Purchaser shall inform Seller of (a) Each party that may be entitled to indemnification under this Agreement (a “Tax Indemnified Party”) will provide prompt written notice to the commencement other parties of any pending or threatened Tax audit, examination assessment or proceeding relating in whole or in part to Taxes other Tax Contest of which the Tax Indemnified Party becomes aware for which Seller is responsible to indemnify any Purchaser the Tax Indemnified Party is indemnified pursuant to this Agreement. With respect ; provided, however, that any delay or failure to any give such Tax, Seller prompt written notice will have not affect the right, at its sole cost and expense, indemnifying party’s indemnification obligations under this Agreement except to control (in the case extent the indemnifying party’s defense of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax ContestContests is adversely prejudiced by such delay. Purchaser Written notice provided pursuant to this Section 3.6(a) will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller be accompanied by copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for and other documents received from any Tax for which Seller Authority in respect of any such matters. (b) Each of Parent and PRIVCO will promptly notify the other in writing if it obtains knowledge that any Tax Authority has begun to investigate or inquire into the Spin-Off (whether or not such investigation or inquiry is responsible a formal or informal investigation or inquiry, and keep Seller informed of progress in whether or not the proceedings and allow Seller party obtaining such knowledge has any obligation to attend indemnify the other with respect to such matter); provided, however, that any meetings and scheduled calls with delay or failure to give such prompt written notice will not affect the Governmental Authorities indemnifying party’s indemnification obligations under this Agreement except to the extent Seller the indemnifying party’s defense of such Tax Contest is not controlling the proceedingsadversely prejudiced by such delay. Purchaser shall not settle, consent Such notice will contain factual information (to the entry extent known) describing any asserted Tax liability in reasonable detail and will be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. Each of the parties will (i) consult with the other from time to time as to the conduct of such investigation or inquiry, (ii) provide the other with copies of all correspondence provided on its behalf (or on behalf of any member of the Parent or PRIVCO) to such Tax Authority with respect to such investigation or inquiry, and (iii) arrange for a judgment representative of the other to be present at (but not participate in, except as otherwise provided in Section 3.6(d) below) all meetings with such Tax Authority pertaining to such investigation or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governinquiry.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Party or Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VI, except to the extent that the other Party suffers actual loss or prejudice as a result of such failure or delay. Such notice shall specify in reasonable detail the basis for such Tax Claim, shall include a copy of the commencement relevant portion of any auditcorrespondence received from the Taxing Authority and, examination in the case of any notice provided by Seller or proceeding relating in whole or in part any of its Affiliates, shall specify whether any Tax Proceeding related to Taxes such Tax Claim would be a Tax Proceeding for which ▇.▇. ▇▇▇▇▇ & Co. (the “TSA Counterparty”) is the “Controlling Party” (as such term is defined in Tax Sharing Agreement, a “Specified Tax Proceeding”). Within five (5) Business Days of receiving notice of a Tax Claim from Purchaser or any of its Affiliates, Seller is responsible shall provide Purchaser written notice of whether any Tax Proceeding related to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With such Tax Claim would be a Specified Tax Proceeding. (b) In the case of a Tax Claim of or with respect to any such Taxof the Target Entities exclusively related to a Pre-Closing Period (other than a Straddle Period), Seller will have the rightshall, at its sole own cost and expense, be entitled to control any related Tax Proceeding; provided, that (except in the case of a Pre-Calculation Date Specified Tax Period) Proceeding), Seller shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding as it pertains to the Target Entities, the Purchased Assets, the Assumed Liabilities or participate in the Business and (except in the case of a Straddle PeriodTax Proceeding described in Section 6.6(d)) the prosecution, settlement or compromise of shall (i) consult with Purchaser before taking any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such significant action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will Tax Proceeding (and will cause the Acquired Entity toii) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed and (iii) defend such Tax Proceeding diligently and in good faith. If the resolution of any such Tax Proceeding would reasonably be expected to have an adverse impact on Purchaser or any of its Affiliates (or bind Purchaser or any of its Affiliates for any Post-Closing Period), then Purchaser shall be entitled to participate in such Tax Proceeding at Purchaser’s own cost and expense and attend any meetings or conferences with the relevant Taxing Authority. (c) In the case of a Tax Claim of or with respect to any of the Target Entities, the Purchased Assets, the Assumed Liabilities or the Business for any Straddle Period (except in the case of a Tax Proceeding described in Section 6.6(d)) that relates to matters for which Seller is liable, Purchaser shall, at its own cost and expense, be entitled to control any related Tax Proceeding; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser shall defend such Tax Proceeding diligently and in good faith, (v) Seller shall be entitled, at its own cost and expense, to participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority, and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, except as required by applicable Law, (i) Seller shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any (1) Tax Proceeding with respect to any Tax Return exclusively of Seller and any of its Subsidiaries (other than the Target Entities); (2) Tax Proceeding with respect to any Combined Tax Return; or (3) Specified Tax Proceeding; and (ii) Purchaser shall have the exclusive right to control in all respects, and neither Seller nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (X) any Tax Return exclusively of Purchaser and any of its Subsidiaries (other than the Target Entities) or (Y) any Straddle Period Combined Tax Return. (e) Seller shall, promptly upon receipt, provide to Purchaser all information Seller or any of its Affiliates receive that relate to any Specified Tax Proceeding insofar as such information pertains to any Target Entity. If requested by Seller, Purchaser shall provide Seller with such limited powers of attorney as are reasonably requested of Seller by TSA Counterparty pursuant to the Tax Sharing Agreement, provided that such powers of attorney shall not permit Seller, its Affiliates or TSA Counterparty (including their respective representatives) to take any action on behalf of the entity in respect of which the power of attorney is granted that, if undertaken directly by such entity or its officers or directors, would be contrary to Law. To If TSA Counterparty settles a Specified Tax Proceeding in a manner that disproportionately and adversely affects a Target Entity for any Post-Closing Period relative to the extent that there is an inconsistently between Section 11.06 other parties to such Specified Tax Proceeding, Seller shall indemnify Purchaser and this Section 9.03 as it relates its Affiliates (including such Target Entity) and hold Purchaser and its Affiliates (including such Target Entity) harmless from and against any Post-Closing Period Taxes and costs attributable to a Tax Contest, the provisions of Section 9.03 shall governsuch settlement.

Tax Contests. Purchaser (a) If a Tax Claim shall inform be made in writing by a Governmental Authority, or Buyer intends to initiate any Tax Claim, that, if successful, might result in an indemnity payment pursuant to Section 8.1(a), Buyer shall notify Seller in writing of such Tax Claim within fifteen (15) Business Days of the receipt of such Tax Claim or fifteen (15) Business Days prior to initiating such Tax Claim. If notice of a Tax Claim is not given to Seller within such period or in detail sufficient to apprise Seller of the commencement nature of the Tax Claim then, to the extent that Seller is materially prejudiced as a result thereof, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.1(a). (b) Seller shall have the right to control all proceedings and may make any audit, examination or proceeding relating decisions in whole or in part connection with a Tax Claim which relates exclusively to Taxes a Pre-Closing Tax Period and for which Seller is responsible may be required to indemnify any Purchaser the Buyer Indemnified Party Parties pursuant to this Agreement. With Section 8.1(a), provided Seller provides written notice of its intent to assume the defense of such claim within fifteen (15) Business Days of the receipt of the notice required under Section 8.4(a), and acknowledges in writing its unconditional obligation to indemnify and hold harmless the Buyer Indemnified Parties from and against all Taxes ultimately determined to be payable with respect to any Pre-Closing Tax Period pursuant to such TaxTax Claim. In the event Seller has not assumed the defense of such Tax Claim by providing such notice and acknowledgement and subject to Section 8.4(f), Seller will have the rightBuyer Indemnified Parties may, at its sole cost and Seller’s expense, (but only with respect to control (in the case of a any Tax Claim that relates exclusively to any Pre-Calculation Date Closing Tax Period) or participate in (in ), assume the case of a Straddle Period) the prosecution, settlement or compromise defense of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax Claim for which Seller is responsible and keep has sole liability. If Seller informed does not assume the defense of progress any Tax Claim or such Tax Claim does not relate exclusively to any Pre-Closing Tax Period, the Buyer Indemnified Parties may defend the same in such manner as it may deem appropriate, including, but not limited to, settling, provided, however, that the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Buyer Indemnified Parties shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Tax Claim without the prior written consent of Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed). (c) Notwithstanding Section 8.4(b) and except as provided in Section 8.4(f), in the event of Seller. To a Tax Claim that involves issues (A) relating to a potential adjustment for which Seller has liability and (B) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Buyer Indemnified Parties, solely to the extent permitted by applicable Law, (x) Seller shall have the right at its expense to control the Tax Claim but only with respect to the former issues and (y) the Buyer Indemnified Parties shall have the right at its expense to control the Tax Claim but only with respect to the latter issues. (d) Except as provided in Section 8.4(f), with respect to all other Tax Claims, Buyer (or the Company that there is an inconsistently between directly or indirectly affected by such Tax Claim) shall have the right to control the conduct of such proceedings. (e) The party that is controlling the Tax Claim pursuant to Section 11.06 8.4(b), (c) or (d) (the “Controlling Party”) shall provide the non-Controlling Party with notice reasonably in advance of any proceedings in connection with such Tax Claim and, except as provided in Section 8.4(f) and this Section 9.03 as it relates to a Tax Contestthe extent permitted by Law, the provisions non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim (including the right to attend any meetings with a Governmental Authority or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim). (f) Notwithstanding any other provision of Section 9.03 this Agreement to the contrary, none of Buyer or any of its Affiliates shall governbe entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates and none of Seller or any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (other than the Company); provided, however, that Seller shall notify Buyer to the extent any such Tax Claim involves any issues that could materially adversely affect Buyer or any of their Affiliates (including the Company) and will inform and discuss with Buyer how Seller is addressing and contesting such issues and will consider and act in good faith with respect to such issues.

Tax Contests. Purchaser shall inform Seller (a) If any taxing authority asserts a Tax Claim in respect of the commencement Acquired Companies, then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the other party or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any auditof its obligations under this Article XIV, examination or proceeding relating in whole or in part but the other party’s indemnity obligations shall be reduced (including the complete elimination thereof if applicable), but only to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise extent of any proceeding involving liability under this Article XIV (or any increase thereof) incurred as a result of the Tax, provided that delay or failure to receive such timely notice. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) Seller shall have promptly notified Purchaser in writing of its intention the sole and absolute right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment other proceeding involving federal income Taxes of the Acquired Companies for all taxable periods that end on or before the Closing Date. Seller shall have the right to control, any audit, examination, contest, litigation or other proceeding by or against any state and local taxing authority (a “Tax Proceeding”) of the Acquired Companies for any Tax for which taxable period that ends on or before the Closing Date, provided, that Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent compromise or abandon any such Tax Proceeding if such action would reasonably be expected to the entry of have a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder significant adverse impact on Purchaser without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Purchaser shall promptly notify Seller upon receipt by Purchaser or any of its Subsidiaries of notice of any claim, assessment or dispute relating to any Tax Proceeding which Seller is entitled to control under this Section 14.7(b) and shall promptly forward to Seller any communications received from or sent to any taxing authority in connection with any such Tax Proceeding. Notwithstanding Section 14.7(a) and the foregoing provisions of this Section 14.7(b), in the event that Seller is entitled to and does seek Purchaser’s consent to settle a Tax Claim and Purchaser determines that it prefers to pursue the Tax Claim further, Purchaser may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of the Tax Claim ultimately is determined to be greater than the amount for which Seller was willing to settle, Purchaser shall bear such excess cost. In the event that Purchaser takes over control of a Tax Claim, Seller shall cooperate fully with Purchaser in connection with such Tax Claim (including, if necessary, executing or causing to be executed powers-of-attorney or other documents necessary in order for Purchaser to exercise its control over such Tax Claim) and Purchaser shall then be able to settle such Tax Claim without the consent of Seller. To In the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, Purchaser shall have right to control such Tax Proceeding, provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) shall be entitled to receive copies of all correspondence and documents related to such Tax Proceeding, (iii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iv) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (v) Purchaser 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, (vi) Seller shall be entitled to participate in (but not control) such Tax Proceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Seller or any of its Affiliates and (vii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Seller if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. (c) Subject to Sections 14.7(a) and (b), Purchaser shall have the right to control any Tax Proceeding involving the Acquired Companies; provided, however, that Purchaser shall not settle, compromise or abandon any such Tax Proceeding, if such action would reasonably be expected to have a significant adverse impact on Seller, without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding Sections 14.7(a) and (b) or the foregoing provisions of this Section 14.7(c), in the event that Purchaser is entitled to and does seek Seller’s consent to settle a Tax Claim and Seller determines that it prefers to pursue the Tax Claim further, Seller may take over control of the Tax Claim at its own cost and expense and, to the extent that there the amount of the Tax Claim ultimately is an inconsistently between Section 11.06 and this Section 9.03 as it relates determined to be greater than the amount for which Purchaser was willing to settle, Seller shall bear such excess cost. In the event that Seller takes over control of a Tax ContestClaim, Purchaser shall cooperate fully with Seller in connection with such Tax Claim (including, if necessary, executing or causing to be executed powers-of-attorney or other documents necessary in order for Seller to exercise its control over such Tax Claim) and Seller shall then be able to settle such Tax Claim without the provisions consent of Section 9.03 shall governPurchaser.

Tax Contests. Purchaser NXRT shall inform Seller the NHF Group of the commencement of any audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which Seller is responsible any member of the NXRT Group may be entitled to indemnify indemnity from any Purchaser Indemnified Party pursuant to this Agreementmember of the NHF Group hereunder. With respect to any Tax Contest for which the NHF Group acknowledges in writing that any member of the NHF Group is liable under Article X for any and all Losses relating thereto, the NHF Group shall be entitled to control, in good faith, all proceedings taken in connection with such TaxTax Contest; provided, Seller will have the righthowever, at its sole cost and expense, to control that (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodx) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller NHF Group shall have promptly notified Purchaser notify NXRT in writing of its intention to control or participate in such Tax Contest. Purchaser will , (y) in the case of a Tax Contest relating to Taxes of any of the Property and will cause JV Entities or any of their respective Subsidiaries for a Tax period that includes but does not end at the Acquired Entity to) take such action Effective Time, the NHF Group and NXRT shall jointly control all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection of counsel Tax Contest and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity toz) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for if any Tax for which Seller is responsible and keep Seller informed Contest could reasonably be expected to have an adverse effect on any member of progress the NXRT Group, or any of their Affiliates in any Tax period beginning after the proceedings and allow Seller to attend any meetings and scheduled calls with Effective Time, the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Tax Contest shall not settlebe settled or resolved without NXRT’s consent, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) . Notwithstanding the foregoing, if notice is given to the NHF Group of Sellerthe commencement of any Tax Contest and the NHF Group does not, within ten Business Days after NXRT’s notice is given, give notice to NXRT of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of the NHF Group), each member of the NHF Group shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by NXRT. To The failure of NXRT to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the NHF Group’s obligation with respect thereto except to the extent that there is an inconsistently between Section 11.06 the NHF Group can demonstrate actual loss and this Section 9.03 prejudice as it relates a result of such failure. The NXRT Group shall use their reasonable efforts to provide the NHF Group with such assistance as may be reasonably requested by the NHF Group in connection with a Tax Contest, Contest controlled solely or jointly by the provisions of Section 9.03 shall governNHF Group.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other Party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is prejudiced by such failure. With Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) Parent shall have the right to control any Tax Proceeding with respect to any such Tax, Seller will have member of the right, at its sole cost and expense, to control (in Education Group for any taxable period ending on or before the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the TaxClosing Date, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment would bind a member of the Education Group for the Post-Closing Period. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding of or with respect to any member of the Education Group for any Straddle Period, Purchaser shall have the provisions right and obligation to conduct, at its own expense, such Tax Proceeding. In such case, (i) Purchaser shall provide Parent with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) Purchaser shall governconsult with Parent before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Parent and offer Parent an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser 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) Purchaser shall be entitled, at its own expense, to participate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority, and (vi) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of any member of the Parent Group or (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group (or any Combined Tax Return); provided, that Parent shall not settle, compromise or abandon any Tax Proceeding with respect to any Tax Return described in clause (ii) above without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would bind a member of the Education Group for a Post-Closing Period.

Tax Contests. Purchaser If a claim is made in writing against any Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to Section 10.3.1, such Tax Indemnitee shall inform Seller promptly notify Lessee in writing, provided that, without prejudice to any rights or claims for damages Lessee may have as a result of such failure, the failure to so notify Lessee will not reduce Lessee's obligation under Section 10.3 except if such failure precludes the contest of such claim. Subject to the next sentence, if requested by Lessee in writing within thirty (30) days after receipt by Lessee of a notice described in the preceding sentence, such Tax Indemnitee and, if required or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and if such contest by such Lessee in the name of such Lessee is not permissible or allowed, shall, at the request of Lessee, permit such Lessee to contest in the name of the commencement Tax Indemnitee and, if such contest by Lessee in the name of the Tax Indemnitee is not permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) prior to taking such action Lessee shall have agreed to pay and shall have provided an undertaking reasonably acceptable to such Tax Indemnitee with respect thereto or shall have paid each Tax Indemnitee that is engaged in such contest in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountant's fees and disbursements and costs of administrative and judicial proceedings, and the amount of any auditinterest or penalties which may be payable as a result of contesting such claim, examination (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes (such election to be within the sole discretion of Lessee), Lessee shall have advanced such Tax Indemnitee sufficient funds (on an interest-free basis and on an After-Tax Basis) to make such payment, (iii) any action to be taken will not result in a material risk of sale, forfeiture or proceeding relating loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any Item of Equipment unless Lessee shall have made provision against such risk in whole a manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax Indemnitee shall not have determined, based on an opinion of such Tax Indemnitee's counsel, that such action is reasonably likely to result in adverse consequences to the future tax liability of such Tax Indemnitee not indemnified to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its liability hereunder for such Taxes, provided that such acknowledgment shall not be binding on such Lessee if the contest of such Taxes is resolved through a written opinion of an adjudicator stating a basis for such resolution that demonstrates Lessee has no liability to such Tax Indemnitee hereunder for such Taxes and provided further, that such Lessee shall have no right to contest in the name of a Tax Indemnitee, and such Tax Indemnitee shall itself contest, if the contest involves issues with respect to which Lessee would not be required to indemnify such Tax Indemnitee hereunder and which cannot be severed by reasonable efforts of such Tax Indemnitee from all issues with respect to which Lessee would be liable hereunder or the severance of which would adversely affect the position of such Tax Indemnitee, and in part any such contest such Tax Indemnitee may in its sole discretion select the forum for such contest and determine in good faith the manner in which such contest shall be conducted, including, without limitation, the pursuit of appeals, but shall consult with Lessee and its counsel in good faith with respect to such Lessee's interests with respect to contest. If a claim for Taxes is made in writing against any Tax Indemnitee and such Tax Indemnitee complies with its obligations under this Section 10.3.6, Lessee and such Tax Indemnitee shall, for purposes of determining the amount, if any, payable to such Tax Indemnitee under Section 10.3, be bound by the results of any contest under this Section 10.3.6 (or by the final written assessment by the relevant taxing authority, if Lessee elect not to contest under this Section 10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the validity and applicability of such Tax, and any stated reason as to the basis for the imposition of such Tax contained in the final determination with respect to such contest. If any Tax Indemnitee shall determine in its sole discretion that it has either obtained a refund of or been granted a credit, deduction or other allowance or reduction against Taxes for which Seller Lessee is responsible not obligated to indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any Purchaser Indemnified Party part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided that no Lease Event of Default shall have occurred and be continuing, pay to Lessee an amount which is equal to the sum of the amount of such refund or credit, deduction or other allowance or reduction, plus any interest received (or credited against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly attributable to any Taxes paid by such Lessee or with funds provided by Lessee prior to the receipt of such refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund and interest, and increased by any tax benefit realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this Agreement. With respect sentence so as to return such Tax Indemnitee to the same net after-tax position it would have been in if the Taxes so refunded or credited had not been imposed; provided further, that a Tax Indemnitee shall not be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and additional amounts described in Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such TaxTax Indemnitee, Seller will provided further, however, that such Tax Indemnitee shall pay any amounts that it is not required to pay to Lessee solely by reason of the foregoing proviso at such time as Lessee shall have made any additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if a Lease Event of Default shall have occurred and be continuing, such Tax Indemnitee shall have the rightoption of applying the amount otherwise due any Lessee pursuant to this sentence against Lessee obligations under any Operative Document or of holding such amount as security for Lessee full performance of such obligations until the earlier of (x) the date all obligations owed to such Tax Indemnitee under the Operative Documents have been paid in full and (y) the curing of such Lease Event of Default, at its sole cost and expense, after which such Tax Indemnitee shall pay such amount to control (in Lessee. Any Tax Indemnitee shall be entitled to settle any claim that is the case subject of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification contest hereunder without the prior written consent (of Lessee provided that, in so doing, such Tax Indemnitee shall waive any rights to indemnification by Lessee with respect to such settled claim and any other claim the contest of which consent would be precluded as a result of such settlement hereunder and shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 repay to Lessee any amounts advanced to pay such contested Taxes with interest actually received in respect thereof and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governrelease any undertaking required hereunder.

Tax Contests. Purchaser After the Closing Date, except as set forth in this Section 10.3(e), the Company shall inform Seller control the conduct, through counsel of the commencement its own choosing, of any audit, examination audit or administrative or judicial proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify involving any Purchaser Indemnified Party pursuant to this Agreement. With asserted Tax liability with respect to any such Tax, Seller will have the right, at its sole cost and expense, to control Company (in each a “Tax Contest”). In the case of a Tax Contest after the Closing Date that relates solely to income Taxes in Pre-Calculation Date Closing Tax Period) Periods, the LLC Seller may elect to control the conduct of such Tax Contest, using counsel or participate in (in accountants reasonably satisfactory to the case of a Straddle Period) Company, but the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Company shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsContest at its own expense, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform LLC Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, compromise or concede any portion of such Tax Contest that could affect the income Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date without the written consent of the Company, which consent will not be unreasonably withheld, delayed or conditioned; provided that, if the LLC Seller fails to assume control of the entry conduct of a judgment any such Tax Contest within thirty (30) days following the receipt by the LLC Seller of or compromise Notice of such Tax Contest from the Purchaser, then the Company shall have the right to assume control of such Tax Contest. In the case of any audit, examination or proceeding Tax Contest relating to any Taxes for which it in a Pre-Closing Tax Period (including any Straddle Tax Period) that is entitled not controlled by the LLC Seller pursuant to indemnification hereunder this Section 10.3(e), (i) the LLC Seller shall have the right to participate in such Tax Contest at the expense of the LLC Seller and (ii) the Purchaser shall not allow the Company to settle or otherwise resolve such Tax Contest without the prior written consent (permission of the LLC Seller, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To , in each case only to the extent that there is an inconsistently between Section 11.06 and such Tax Contest could result in the LLC Seller being liable pursuant to this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governAgreement or under applicable Law.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control taxing authority. (in b) In the case of a Tax Proceeding for a Pre-Calculation Date Closing Period relating to an Income Tax Period) of any of the Transferred Companies or participate their respective Subsidiaries or with respect to the Transferred IP (other than a Tax Proceeding in (in the case respect of a Straddle PeriodCombined Tax Return or otherwise covered by Section 7.7 below) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Purchaser shall have promptly notified Purchaser in writing the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that if such Tax Proceeding could have an adverse impact on Parent or any of its intention Affiliates, (i) Purchaser shall provide Parent with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Purchaser shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (iii) Purchaser shall consult with Parent and offer Parent an opportunity to control comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Purchaser 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) Parent shall be entitled to participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to the extent Seller is not controlling the proceedings. relevant taxing authority, at its own expense and (vi) Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed) , of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governParent.

Tax Contests. Purchaser shall inform Seller (a) After the Closing, each of the commencement parties shall notify the other upon receipt by it of any notice of any inquiries, assessments, proceedings or similar events from any Governmental Body with respect to Taxes attributable to the conduct of the Business, the ownership or operation of the Assets or the Facilities or the sale of the Products on or prior to the Closing Date for which Seller and ▇▇▇▇▇▇ can reasonably be expected to be liable under Section 13.2 (“Tax Contest”). (b) Seller, at its expense, shall have the right to control the conduct of any Tax Contest arising out of an audit, examination or proceeding relating in whole assessment of the Company, including settlement or in part to Taxes for which other disposition thereof; provided, however, that Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the rightshall allow Buyer and its counsel, at its sole cost and Buyer’s expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Taxsuch proceeding; and, provided further, that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with not enter into any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, settlement of any notice contest or otherwise compromise any issue that can reasonably be expected to materially affect the Tax liability of an audit, examination, claim Buyer or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls its affiliates with the Governmental Authorities respect to the extent Seller is not controlling ownership or operation of the proceedings. Purchaser shall not settle, consent to Assets or the entry Facilities or the sale of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder the Products after the Closing Date without the prior written consent (of Buyer, which consent shall not be unreasonably withheld or delayed. Seller shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Contest. (c) Buyer shall have the right to control the conduct of any Tax Contest arising out of an audit, examination or assessment of Buyer or its affiliates, including settlement or other disposition thereof; provided, however, that Buyer shall allow Seller and its counsel, at Seller’s expense, to participate in any such proceeding; and, provided further, that Buyer shall not enter into any settlement of any contest or otherwise compromise any issue that can reasonably be expected to materially affect the Tax liability of Seller and ▇▇▇▇▇▇ under Section 13.2 without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. To Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Tax Contest. (d) Notwithstanding anything in this Agreement to the contrary, to the extent that there is an inconsistently a conflict exists between Section 11.06 and the provisions of this Section 9.03 as it relates to a Tax Contest12.7 and the provisions of Section 13.5, the provisions of this Section 9.03 shall 12.7 will govern.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article IX, except to the extent that the other Party is materially and actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any auditcorrespondence received from the Taxing Authority. (b) The Seller shall have the sole right to control, examination at its own expense, any Tax Proceeding relating to any Combined Tax Return or proceeding relating in whole or in part to Taxes for which Health Care Entity Education Business Return filed by the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With Section 9.03(a); provided, however, that with respect to any such Tax, Seller will have Tax Proceeding that could reasonably be expected to affect the right, at its sole cost and expense, Tax liability of the Purchaser Group or any Education Entity or result in a claim pursuant to control Section 9.02 for Education Business Taxes: (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodi) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified provide the Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding (including providing the Purchaser with copies of all written correspondence regarding such Tax Proceeding), (ii) the Seller shall consult with the Purchaser before taking any significant or material action in writing of its intention connection with such Tax Proceeding, (iii) the Seller shall consult with the Purchaser and offer the Purchaser an opportunity to control comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Seller 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 Purchaser Group shall be entitled to participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to relevant Taxing Authority and (vi) the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To The Seller may elect in writing not to control any Tax Proceeding that the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Seller otherwise has the right to control pursuant to the preceding sentence. If the Seller makes such election with respect to a Tax ContestProceeding, the Purchaser Group shall have the right and obligation to conduct, at its own expense, such Tax Proceeding, and the provisions of the foregoing proviso shall apply, mutatis mutandis (substituting all references therein to “ the Seller” with “ the Purchaser” or “the Purchaser Group,” as applicable, all references therein to “ the Purchaser” or “the Purchaser Group,” with “ the Seller,” and all references therein to any “Education Entity” or “Education Business Taxes” with “Health Care Entity” or “Health Care Business Taxes,” as applicable), with respect to such Tax Proceeding. (c) The Purchaser Group shall have the sole right to control, at its own expense, any Tax Proceeding relating to (1) any Education Entity Return and (2) any Tax Return with respect to the Transferred Assets, the Assumed Liabilities or the Business other than a Combined Return or a Health Care Entity Education Business Return; provided, however, that for the avoidance of doubt, the Seller shall not have any liability with respect to any such Tax Proceeding and the Purchaser Group shall indemnify the Seller for, and defend and hold the Seller harmless from and against, any and all Education Business Taxes (and any costs and expenses, including reasonable legal fees and expenses, attributable thereto) actually suffered, paid or incurred by the Seller Indemnified Parties in respect of any such Tax Proceeding. (d) Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control in all respects, and none of Parent, the Purchaser or any of their respective Affiliates shall be entitled to participate in, any Tax Proceeding with respect to any Tax Return of the Health Care Entities that does not relate to the Transferred Assets, the Assumed Liabilities or the Business and could not reasonably be expected to result in an indemnification claim pursuant to Section 9.03 9.02 or a Tax refund which the Purchaser Group would be entitled to pursuant to Section 9.07(b) and the Seller shall governnot be required to provide any Person with any such Tax Return or copy thereof in respect of such Tax Proceeding.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified other Party pursuant to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is actually prejudiced by such failure. With Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (i) In the case of a Tax Proceeding of or with respect to any such Taxof the Save-A-Lot Entities or the Save-A-Lot Assets (as defined in the Separation Agreement) for a Pre-Closing Tax Period (other than a Straddle Period), Seller will Supervalu shall have the right, at its sole cost and expense, exclusive right to control such Tax Proceeding in all respects; provided, however, that (except in the case of a Pre-Calculation Date Tax PeriodProceeding described in Section 7.6(d)) or participate in (in if the case of a Straddle Period) the prosecution, settlement or compromise resolution of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Proceeding would reasonably be expected to have a material adverse impact on Purchaser will and its Affiliates, then (and will cause the Acquired Entity toA) take such Supervalu shall consult with Purchaser before taking any significant action in connection with any such proceeding that Seller Tax Proceeding and shall provide Purchaser with a timely and reasonably requests, including the selection detailed account of counsel each phase of such Tax Proceeding and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity toB) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller the resolution of such Tax Proceeding would bind Purchaser or any of its Affiliates for a Post-Closing Tax Period or would result in a material Tax liability of a Save-A-Lot Entity for a Pre-Closing Tax Period for which Purchaser is not controlling responsible pursuant to Section 7.3(a) or 7.3(b) or as a result of the proceedings. Purchaser last proviso in Section 10.2), then Supervalu shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed (provided that any costs or expenses incurred by Purchaser in exercising its rights pursuant to clauses (A) or (B) above shall be paid by Purchaser without reimbursement from Supervalu, notwithstanding Section 7.2). (ii) In the case of a Tax Proceeding of or with respect to any of the Save-A-Lot Entities or the Save-A-Lot Assets (as defined in the Separation Agreement) for a Post-Closing Tax Period (other than a Straddle Period), Purchaser shall have the exclusive right to control such Tax Proceeding in all respects; provided, however, that if the resolution of any such Tax Proceeding would reasonably be expected to result in a material indemnity obligation of Supervalu pursuant to Section 7.2, then (A) Purchaser shall consult with Supervalu before taking any significant action in such Tax Proceeding in connection with the tax issue(s) that could give rise to an indemnity obligation of Supervalu and shall provide Supervalu with a timely and reasonably detailed account of each phase of such Tax Proceeding relevant to such issue(s), and (B) to the extent the resolution of such issue(s) in such Tax Proceeding would result in an indemnity obligation for Supervalu under Section 7.2, then Purchaser shall not settle, compromise or abandon any such Tax Proceeding with respect to such issue(s) without obtaining the prior written consent of Supervalu, which consent shall not be unreasonably withheld, conditioned or delayed) . In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates a Tax Proceeding of or with respect to a Purchaser Tax ContestIndemnified Party (other than Purchaser or the Save-A-Lot Entities or their successors or permitted assigns) involving Taxes for which Supervalu would reasonably be expected to be responsible pursuant to Section 7.2, Purchaser shall, and shall procure that any Purchaser Tax Indemnified Party conducting such Tax Proceeding, conduct and defend such Tax Proceeding diligently and in good faith as if such Taxes were not subject to indemnification pursuant to this Agreement and were the only Taxes at issue in such Tax Proceeding. (c) Purchaser shall have the right to control any Tax Proceeding of or with respect to any of the Save-A-Lot Entities for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)); provided, however, that if any such Tax Proceeding could have an adverse impact on Supervalu or any of its Affiliates (including as a result of any indemnity pursuant to this Agreement), then (i) Purchaser shall consult with Supervalu before taking any significant action in connection with such Tax Proceeding, (ii) Purchaser shall consult with Supervalu and offer Supervalu an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, and (iii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Supervalu, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Notwithstanding anything to the contrary in this Agreement, the provisions Separation Agreement or the Services Agreement, Supervalu shall have the exclusive right to control in all respects, and neither Purchaser nor any of Section 9.03 its Affiliates shall governbe entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of Supervalu or a member of the Supervalu Group; (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Supervalu Group; and (iii) any Combined Tax Return; provided that, if the resolution of any such Tax Proceeding would reasonably be expected adversely to impact Purchaser, any Save-A-Lot Entity or any of their respective Affiliates in any Post-Closing Tax Period, Supervalu shall provide written notice of such Tax Proceeding to Purchaser and promptly shall respond to any reasonable requests from Purchaser inquiring as to the status of such Tax Proceeding.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VIII, except to the extent that the other party is prejudiced by such failure (as determined by a court of competent jurisdiction). With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in b) In the case of a Pre-Calculation Date Tax Period) Proceeding of or participate in (in with respect to the case of a Straddle Period) Company for any taxable period ending on or before the prosecutionClosing Date, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding Proceeding; provided, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates with respect to their liability for Taxes of or relating to the Company for a Post-Closing Period. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding of or with respect to the Company for any Straddle Period, the provisions Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of the Tax Proceeding, (ii) the Controlling Party shall governconsult with the Non-Controlling Party before taking any significant action in connection with the Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party the opportunity to comment before submitting any written materials prepared or furnished in connection with such 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 (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which written consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Agreement, “Controlling Party” shall mean Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” shall mean whichever of Purchaser or Seller is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a claim with respect to Taxes that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Article X (a “Tax Claim”), then the Party first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other Party; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VII, except to the extent that the other Party is materially and actually prejudiced by such failure (as determined by a court of competent jurisdiction). Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Taxing Authority. (in b) In the case of a Pre-Calculation Tax Proceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any taxable period ending on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 7.6(d)), settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention the exclusive right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding Proceeding; provided, however, that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed) , if, in the case of any Combined Tax Return, such settlement, compromise, or abandonment could have an adverse impact on Purchaser or any of its Affiliates for any Post-Closing Tax Period. If Seller elects not to control the conduct and resolution of any Tax Proceeding that Seller has the right to control pursuant to this Section 7.6(b), Seller shall notify Purchaser in writing, and Purchaser shall have the right to control the conduct and resolution of such Tax Proceeding, or portion thereof, that is not controlled by Seller; provided, that Purchaser shall not settle, compromise or abandon any such Tax Proceeding without the prior written consent of Seller. To , which consent shall not be unreasonably withheld, conditioned or delayed. (c) In the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to case of a Tax ContestProceeding of or with respect to any of the Purchased Entities or their respective Subsidiaries for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)), the provisions Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall governconsult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such 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 (including telephonic) with the relevant Taxing Authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (i), (ii), (iii) or (v) above with respect to any portion of such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the liability of, or otherwise have an adverse effect on, the Non-Controlling Party or any of its Affiliates. For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. Purchaser (i) If a claim shall inform Seller of the commencement of be made by any audittaxing authority (a “Tax Claim”) which, examination or proceeding relating if successful, might result in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party an indemnity payment pursuant to this Agreement. With Section 7.4(e), the party receiving notice of such claim shall promptly notify the other party of such Tax Claim; provided that the failure by an indemnified party to provide prompt notification shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent that the indemnifying party is materially prejudiced thereby in defending such Tax Claim. (ii) Except as otherwise provided in Section 7.4(f)(iii), the Sellers shall control all proceedings relating to any Tax Claim with respect to any such Tax, Seller will have the right, at its sole cost a Retained Tax Liability and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action make all decisions in connection with any such proceeding that Seller reasonably requestsTax Claim (including, including the without limitation, selection of counsel counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and experts all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund (where applicable law permits such refund suits) or contest the Tax Claim in any permissible manner; provided the Sellers shall not take any position, unless required by Law, that could reasonably be expected to have a Material Adverse Effect on the Purchaser Group without consulting with the Purchaser Group regarding such position. The Purchaser Group shall be entitled to be informed of such Tax Claim within a reasonable time after such Tax Claim is asserted and the execution of powers of attorney. developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. (iii) Subject to the Lease and except as otherwise provided in Section 7.4(f)(ii), the Purchaser will Group shall control all proceedings with respect to Taxes related to the Purchased Assets and the Facility for any taxable period beginning after the Closing Date. (iv) The Sellers and will cause the Acquired Entity toPurchaser Group shall jointly control any proceedings with respect to real and personal property Taxes relating to the Purchased Assets for any Straddle Period. (v) inform Seller promptlyThe Purchaser Group and its Affiliates, on the one hand, and send Seller copies promptly the Sellers and their respective Affiliates, on the other, shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon receiptrequest) the provision to the requesting party 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 explanation of any notice of an audit, examination, claim material provided hereunder or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the to testify at proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a such Tax Contest, the provisions of Section 9.03 shall governClaim.

Tax Contests. Purchaser shall inform Seller (a) If a Party (or any Affiliate of the commencement of a Party) receives any audit, examination communication with respect to any pending or threatened legal proceeding relating in whole connection with a Tax liability (or in part to Taxes an issue related thereto) for which Seller is another Party or Parties may be responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement or otherwise, such Party shall, promptly upon receipt of notice thereof, notify in writing such other Party or Parties. Such notice shall include a true, correct and complete copy of any written communications, and an accurate and complete written summary of any oral communications, so received by the Party. The failure of a Party timely to forward such notification and communications in accordance with the immediately preceding sentence shall not relieve any other Party or Parties of its obligation to pay such Tax liability or any indemnity therefor, except and to the extent that the failure timely to forward such notification and communications prejudices the ability of the Party liable for such Tax liability to contest such Tax liability or increases the amount of such Tax liability. (b) Except as provided for in Section 11.05(c) below and notwithstanding any other provision of this Agreement. With , as between CBC and M▇▇▇▇▇, the Party responsible for a Tax liability with respect to any a taxable period (or portion thereof) ending on or before the Closing Date (such TaxParty, Seller will the “Controlling Party”) shall have the right, sole right to represent the interests of the Party or its Subsidiaries in any legal proceeding relating solely to such Tax liability and to employ counsel of its choice at its sole cost and own expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller the other Party (such Party, the “Non-Controlling Party”) shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will proceeding (and will cause the Acquired Entity toat its own expense) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Controlling Party shall not settle, consent to the entry of enter into a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settlement without the prior written consent of the Non-Controlling Party (which such consent shall not to be unreasonably withheld or delayed), where such settlement could reasonably be expected to have an adverse effect on the Company or any of its Subsidiaries. (c) The Company and the tax matters partner (within the meaning of Section 6231(a)(7) of Sellerthe Code and any similar provision under Applicable Law) shall represent the interests of the Company and its Subsidiaries in any legal proceedings relating to a taxable period (or portion thereof) of the Company and its Subsidiaries for which no other Party has any responsibility for a Tax liability, and to employ counsel of its choice at its own expense, in accordance with the terms of the Operating Agreement. To Notwithstanding the foregoing, the Parties intend that the Company will, to the extent that there is an inconsistently between Section 11.06 feasible and this Section 9.03 consistent with Applicable Law and the Transaction Documents, be responsible for any audit or review by any Governmental Authority with respect to the Company, in the same manner as it relates to if the Company were a Tax Contest, the provisions of Section 9.03 shall governstand-alone taxpayer.

Tax Contests. Purchaser (i) Any party that may be entitled to indemnification under Section 7.16(a) of this Agreement shall inform Seller promptly notify the other party in writing upon receipt by such party or any of the commencement its Affiliates of notice of any auditpending or threatened federal, examination state, local or proceeding relating in whole foreign Tax audits, examinations or in part assessments which would entitle such party or its Affiliates and, if applicable, their respective directors, officers, agents, employees, successors and assigns to Taxes for which Seller indemnification under Section 7.16(a); provided, however, that the failure of such party to give such notice shall not affect such party’s right to indemnification under Section 7.16(a) except to the extent that such party is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any materially prejudiced as a consequence of such Tax, Seller will have the right, at its sole cost and expense, to control failure. (in the case of a Pre-Calculation Date Tax Periodii) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing the sole right to control any Tax audit or administrative or court proceeding relating to the Business, the Purchased Assets or the Assumed Liabilities for taxable periods ending on or before the Closing Date, and to employ counsel of its intention choice at its expense; provided, however, that if such audit or proceeding could reasonably be expected to control adversely affect Purchaser or any of its Affiliates, (i) Purchaser shall be entitled to participate at its expense in such Tax Contest. audit or proceeding; (ii) Seller shall keep Purchaser will timely and reasonably apprised of the status of such audit or proceeding; (and will cause the Acquired Entity toiii) take such action Seller shall offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with any such proceeding that audit or proceeding; and (iv) Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination settle such audit or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (iii) In the case of Sellerany Straddle Period, the Controlling Party shall control any Tax audit or administrative or court proceeding relating to the Business, the Purchased Assets or the Assumed Liabilities for Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date; provided, however, that (i) the Non-Controlling Party shall be entitled to participate at its expense in such audit or proceeding; (ii) the Controlling Party shall keep the Non-Controlling Party timely and reasonably apprised of the status of such audit or proceeding; (iii) the Controlling Party shall offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding or audit; and (iv) the Controlling Party shall not settle such audit or proceeding without the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed. To For purposes of this Agreement, “Controlling Party” shall mean Seller if Seller and its Affiliates are reasonably expected to bear the extent that there greater Tax liability in connection with a Tax audit or administrative or court proceeding described in Section 7.16(b)(ii), or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with a Tax audit or administrative or court proceeding described in Section 7.16(b)(ii); and “Non-Controlling Party” means whichever of the Seller or Purchaser is an inconsistently between Section 11.06 and this Section 9.03 as it relates not the Controlling Party with respect to a Tax Contest, the provisions of audit or administrative or court proceeding described in Section 9.03 shall govern7.16(b)(ii).

Tax Contests. Purchaser shall inform Seller (a) If a party receives notice of the any proposed claim, assessment, deficiency, review, examination or commencement of any audit, examination Tax audit or administrative or judicial proceeding or any other claim relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Closing Tax Period or a Straddle Period (“Tax Contest”) with respect to Taxes of the Target or either Holdco, such party shall promptly provide written notice thereof to the other parties; provided, however, that the failure to provide such notice shall not release any other party from any of its respective obligations under this Section 6.4, except to the extent that such other party is materially prejudiced thereby. Such notice shall specify in reasonable detail the basis for and other factual information with respect to such Tax Contest and shall include a copy of the relevant portion of any correspondence or document received from the relevant Governmental Authority. (b) Upon written notice to the Parent, the Owners shall have the right to control, at the Owners’ expense, the conduct of any Tax Contest with respect to Taxes of or with respect to the Target or either Holdco for any Pre-Closing Tax Period) ; provided, however, that insofar as such Tax Contest could reasonably be expected to have an adverse impact on the Parent or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Affiliates (including the Target) in a taxable period (or portion thereof) that ends after the Closing Date, the Parent shall be entitled to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts Contest at its own expense and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Owners shall not settlecompromise, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder abandon such Tax Contest without the prior written consent (of the Parent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. (c) For purposes of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest6.4(c), the provisions of Section 9.03 shall govern.term “

Tax Contests. Purchaser shall inform Seller If any Party receives notice of any Tax Contest with respect to Taxes of the commencement Company or any Subsidiary for which the other Party may be liable under this Agreement, such Party will notify, as promptly as reasonably practicable, but in no event more than 20 days following the receipt of such notice, the other Party in writing of such Tax Contest, but the failure to so notify will not relieve the other Party of any auditliability it may have, examination or proceeding relating in whole or in part except to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified the extent the indemnifying Party pursuant to this Agreement. has suffered actual prejudice thereby. (i) With respect to any Tax Contest relating to a Pre-Closing Period (other than a Straddle Period), the Sellers’ Representative may elect to assume and control all proceedings taken in connection with such Tax, Seller will have Tax Contest (at the right, at its Sellers’ sole cost and expense) by notifying the Purchaser within 30 days of receiving a notice of a Tax Contest; provided, to control that: (A) in the case of a Pre-Calculation Date any Tax PeriodContest that the Sellers’ Representative elects to control, the Sellers’ Representative shall (1) or participate in diligently defend such Tax Contest, (2) keep the Purchaser reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Purchaser of any related correspondence) and (3) provide such cooperation and information as the Purchaser shall reasonably request and (B) in the case of any Tax Contest that the Sellers’ Representative elects to control that could reasonably be expected to adversely affect the Taxes of the Company or the Purchaser (or any direct or indirect owner thereof) in a Straddle Post-Closing Period, the Sellers’ Representative shall: (1) permit the prosecutionPurchaser to participate in, settlement but not control, such Tax Contest at its own expense, (2) consult with the Purchaser in connection with the defense or prosecution of any such Tax Contest (including providing the Purchaser with an opportunity to review and comment on any material correspondence before the Sellers’ Representative sends such correspondence to any Governmental Authority) and (3) not settle or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling that such settlement could reasonably be expected to materially and adversely affect the proceedings. Taxes of the Purchaser shall not settle, consent to or any of its Affiliates (including the entry of Company and its Subsidiaries) in a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Post-Closing Period without first obtaining the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Purchaser shall promptly execute any documents, including any power of attorney, reasonably requested by the Sellers’ Representative in order to permit the Sellers’ Representative to control a Tax Contest under this Section 6.4(d)(i). (ii) of Seller. To With respect to any (A) Tax Contest relating to a Pre-Closing Period (other than a Straddle Period) that the Sellers’ Representative does not elect to control within the time period described in Section 6.4(d)(i) or (B) a Tax Contest relating to a Straddle Period, the Purchaser shall assume and control all proceedings in connection with such Tax Contest (at the Sellers’ expense (provided such expenses are reasonably incurred) to the extent the Sellers’ are ultimately liable for the Taxes at issue in such Tax Contest under this Agreement); provided, that to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it such Tax Contest relates to an issue that would adversely affect the Taxes of the Sellers in a Pre-Closing Period or create or increase an indemnification obligation of the Sellers under this Agreement, the Purchaser shall: (1) diligently defend such Tax Contest, (2) permit the provisions Sellers’ Representative to participate in, but not control, such Tax Contest at the Sellers’ sole expense, (3) keep the Sellers’ Representative reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Sellers’ Representative of any related correspondence), (4) consult with the Sellers’ Representative in connection with the defense or prosecution of any such Tax Contest (including (x) providing the Sellers’ Representative with an opportunity to review and comment on any material correspondence before the Purchaser sends such correspondence to any Governmental Authority and (y) providing such cooperation and information as the Sellers’ Representative shall reasonably request) and (5) not settle or compromise any such Tax Contest, to the extent that such settlement could reasonably be expected to materially and adversely affect the Taxes of the Sellers in a Pre-Closing Period or create or increase an indemnification obligation of the Sellers under this Agreement, without the written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) With respect to any Tax Contest relating to a Pre-Closing Period Tax Return, the Sellers shall pay or cause to be paid any amount in connection with such Tax Contest in respect of which a Governmental Authority is entitled to take collection action, and affirmatively takes such collection action, pending the resolution of the Tax Contest at least two (2) days before the applicable Tax is due to the Governmental Authority; provided, that any refund or credit related to such payment that is received by Purchaser or any of its Affiliates shall be paid to the Sellers’ Representative (for further distribution to the Sellers) in accordance with Section 9.03 6.4(j). (iv) Notwithstanding anything to the contrary in this Agreement, this Section 6.4(d) shall governcontrol with respect to any Tax Contest.

Tax Contests. Purchaser shall inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right(i) Select, at its sole cost and expense, shall exclusively control the conduct of any audit, examination or other legal proceeding (a “Tax Contest”) related to control a Tax Return of the Select Consolidated Group; provided, however, that if an issue is raised during such Tax Contest that could affect the Taxes of either Company for a Post-Closing Tax Period, the Sellers shall keep the Buyer reasonably informed regarding the status of such Tax Contest. (in ii) In the case of any Tax Contest relating to Taxes of either Company not described in Section 5.4(e)(i), Buyer shall control provided that upon written notice to the Buyer, the applicable Seller may assume the defense of any such Tax Contest related solely to a Tax Return of either Company for any Pre-Calculation Date Closing Tax Period) or participate in Period (in the case of but not a Straddle Period) (a “Pre-Closing Tax Contest”). In connection with any Pre-Closing Tax Contest or any Tax Contest related to a Tax Return of either Company for any Straddle Period, (A) the prosecutionnon-controlling party, settlement or compromise of any proceeding involving the Taxat its sole cost and expense, provided that Seller shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will , (and will B) the controlling party shall keep the non-controlling party reasonably informed regarding such Tax Contest (including by providing copies of all material correspondence with the applicable Taxing Authority or other third party), (C) the 35 controlling party shall cause the Acquired Entity to) take applicable Company to conduct such action Tax Contest in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlygood faith, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in (D) the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser party shall not settle, consent allow the applicable Company to the entry of a judgment of settle or compromise any audit, examination otherwise resolve Tax Contest if such settlement or proceeding relating other resolution relates to Taxes for which it is entitled to indemnification hereunder a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) without the prior written consent permission of the non-controlling party (which consent shall will not be unreasonably withheld withheld, delayed, or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governconditioned).

Tax Contests. Purchaser In the case of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes of the Company other than with respect to a Tax Return prepared and filed pursuant to Section 7.7(a)(i) (a “Tax Claim”) that, if determined adversely to the Company would be grounds for a claim for indemnity pursuant to Section 9.2(a), Buyer shall upon receipt of notice of such Tax Claim inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which such Tax Claim and Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, (at its sole cost and expense, ) shall have the right to control the conduct of such Tax Claim that relates solely to a taxable period that ends on or before the Closing Date; provided, however, that (in i) Seller shall keep Buyer timely informed with respect to the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecutioncommencement, settlement or compromise status and nature of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will Claim (and will cause including with respect to a proforma Tax Return of the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsCompany prepared pursuant to Section 7.7(a)(i), including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities but only to the extent the Tax Claim relates to matters that could reasonably be expected to result in a material increase in the Taxes of the Company in the Pre-Closing Tax Period or a material decrease in the U.S. federal income tax basis of the Company in its assets immediately following the Closing Date) or a Tax Return prepared and filed pursuant to Section 7.7(a)(ii)), and (ii) Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry compromise, or dispose of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Claim without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed) delayed (but for the avoidance of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates doubt, such Buyer rights shall only apply to a Tax ContestClaim related to a proforma Tax Return of the Company prepared pursuant to Section 7.7(a)(i) to the extent the Tax Claim relates to matters that could reasonably be expected to result in a material increase in the Taxes of the Company in the Pre-Closing Tax Period or a material decrease in the U.S. federal income tax basis of the Company in its assets immediately following the Closing Date), and (iii) Buyer shall have the provisions right to participate (at Buyer’s expense) in any such Tax Claim (other than a Tax Claim with respect to a Tax Return prepared and filed pursuant to Section 7.7(a)(i)). Buyer shall control the conduct of all other Tax Claims relating to the Company; provided, however, that with respect to any such Tax Claim that, if determined adversely to the Company would be grounds for a claim for indemnity pursuant to Section 9.03 9.2(a), (i) Buyer shall governkeep Seller timely informed with respect to the commencement, status and nature of any such Tax Claim, and (ii) Buyer shall not settle, compromise or dispose of any such Tax Claim without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. The failure by Buyer to provide the notice contemplated by this Section 7.7(g) shall not affect Seller’s obligations pursuant to Section 9.2(a), except to the extent, and in such amount as, Seller is materially adversely affected by such failure.

Tax Contests. Purchaser shall inform Seller (a) Notwithstanding any provisions of this Agreement to the commencement of contrary, notices with respect to, and conduct and disposition of, any auditproposed or pending audits, examination investigations, examinations assessments or proceeding proceedings relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to (a “Tax Contest”) shall be governed by this AgreementSection 5.7. With respect to any such Tax, Seller will have the right, at its sole cost The Buyer and expense, to control Total shall promptly (in the case of a Pre-Calculation Date Tax Periodi) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser notify each other in writing of its intention to control any notice of any Tax Contest or participate in assessments against the Group Companies for any taxable period including, or ending prior to, the Closing Date within twenty (20) days after receipt of such Tax Contest. Purchaser will notice and (and will cause the Acquired Entity toii) take such action furnish each other with copies of all relevant correspondence received from any Taxing Authority in connection with any such proceeding that Seller reasonably requests, including Tax Contest. The failure of one party to notify the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, other party of any notice such Tax Contest shall not relieve the other party of an auditits indemnification obligations under this Agreement, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities except to the extent Seller is not controlling any such failure actually prejudices the proceedingsdefense of any Tax claim. (b) Total shall notify the Buyer whether it intends to take on its own, at its sole expense, such actions as Total may deem appropriate in connection with any Tax Contest relating to the Group Companies for taxable periods ending on or prior to the Closing Date. Purchaser If Total so notifies its intent to take such actions on its own, the Buyer shall not take the actions and provide to Total such information and access to personnel, premises, documents and records as Total may reasonably request, during regular business hours and upon reasonable advance notice, and Total shall be entitled to require the Buyer and the Group Company involved to take such action and give such information and assistance in order to avoid, dispute, resist, mitigate, settle, consent compromise, defend or appeal any such claim. Total shall consult in good faith with the Buyer with respect to the entry conduct of, and before entering into any settlement of, any such Tax Contest. The Buyer may participate in any such Tax Contests at its sole expense, and may elect to jointly conduct and control, with Total, all aspects of any such Tax Contests relating to taxable periods ending after the Closing Date. If Total fails to give timely instructions to the Buyer, the Buyer shall take reasonable action to resist any claim in connection with any such Tax Contest. Total shall inform the Buyer at least 30 days in advance before entering into any settlement of any Tax Contest involving the Group Companies. If the Buyer concludes that a judgment settlement would have an adverse effect on the post Closing Tax position of the Group Companies it will notify Total of such adverse effect within 30 days of receiving notice of the settlement project and will send to Total a detailed estimate of the quantum of this adverse effect together with a Tax analysis. If Total disagrees with this estimate, Total and the Buyer will appoint an international audit firm to make such estimate and failing an agreement between Total and the Buyer, such a firm will be appointed by the President of the Commercial Court of Paris acting through summary proceedings (en la forme des référés) at the request of the first party to move. If Total decides to settle a Tax Contest which has an adverse effect on the post Closing Tax position of the Group Companies, Total shall indemnify the Buyer for such adverse effect, provided this indemnification shall be capped by the estimate provided by the Buyer or by the above referred international audit firm in case of disagreement. Notwithstanding the foregoing, Total and the Buyer must both agree to any settlement of any Tax Contest involving the Group Companies relating to a taxable period beginning prior to the Closing Date and ending after the Closing Date. (c) With respect to any Tax Contest involving the Group Companies relating to taxable periods ending prior to the Closing Date, in no case shall the Buyer make any admission of liability, agreement, settlement or compromise with any auditthird party in relation to any such claim, examination whether in judicial, arbitral, administrative proceedings or proceeding relating to Taxes for which it is entitled to indemnification hereunder otherwise, without the prior written consent (of Total, which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. (a) The Purchaser shall inform Seller promptly notify the Stockholder in writing upon receipt by the Purchaser or the Company of notice in writing of any audit or other administrative proceeding or inquiry or judicial proceeding involving Taxes (a “Tax Contest”) that could give rise to a claim for indemnification under Section 9.2(a); provided, that the failure of the commencement notified party to give any other party notice as provided herein shall not relieve such other party of any auditits indemnification obligations under Article IX except to the extent that such other party is actually and materially prejudiced thereby. (b) Except as provided in Section 8.2(c), examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any the Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the right, at its sole cost and expense, right to control (in the case of a Pre-Calculation Date and conduct any Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the TaxContest, provided that Seller (i) the Purchaser shall have promptly notified keep the Stockholder reasonably informed of all material developments on a timely basis, (ii) the Purchaser in writing shall provide to the Stockholder copies of its intention any written material correspondence received from the Tax authority related to control or participate in such Tax Contest. Purchaser will , (and will cause iii) the Acquired Entity to) take such action Stockholder may participate in connection with any such proceeding that Seller reasonably requestscontest with representation of its choice at the Stockholder’s sole expense and (iv) except with the consent of the Stockholder (such consent not to be unreasonably withheld, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyconditioned or delayed), and send Seller copies promptly upon receipt, no settlement of any notice such Tax Contest shall be determinative of an audit, examination, claim or assessment for the amount of Losses relating to such matter. (c) The Stockholder shall have the right to control and conduct any Tax Contest with respect to income Tax Returns for which Seller taxable periods ending on or before the Closing Date that reflect items of income, loss, deduction or credit and that the Stockholder is responsible and required to report on his income Tax Returns, provided, that (i) the Stockholder shall keep Seller the Purchaser reasonably informed of progress in all material developments on a timely basis, (ii) the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities Stockholder shall provide to the extent Seller is not controlling Purchaser copies of any written material correspondence received from the proceedings. Tax authority related to such Tax Contest, (iii) the Purchaser may participate in any such contest with representation of its choice at the Purchaser’s sole expense and (iv) the Stockholder shall not settle, consent to the entry of a judgment of or compromise settle any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Contest without the prior written consent of the Purchaser (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed), if such settlement of such Tax Contest could reasonably be expected to impact the Purchaser (e.g., any Tax Contest relating to the Section 338(h)(10) Election, Allocation Schedule and/or the Company’s qualification as an S corporation). (d) In the event of Seller. To any conflict or overlap between the extent that there is an inconsistently between Section 11.06 and provisions of this Section 9.03 as it relates to a Tax Contest8.2 and Section 9.6, the provisions of this Section 9.03 8.2 shall governcontrol.

Tax Contests. Purchaser shall inform Seller (i) If Buyer or the Company receives written notice of any pending or threatened audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to Taxes (each, a “Tax Contest”) that would reasonably be expected to result in Losses that are indemnifiable under this Agreement, including any Tax Contest related to a Pre-Closing Tax Period of the commencement Company, Buyer shall promptly notify the Member. If the Member receives written notice of any audit, examination or proceeding relating a Tax Contest that would reasonably be expected to result in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to Losses that are indemnifiable under this Agreement, including any Tax Contest related to a Pre-Closing Tax Period of the Company, such Person shall promptly notify the Member, who shall then promptly notify Buyer. With respect In each case within this clause (i), the failure or delay in delivering such notice shall not relieve a party of its obligations hereunder except to the extent that such party is prejudiced by such failure or delay. (ii) If such Tax Contest relates to any Pre-Closing Tax Period the Member shall have the right (but not the obligation), to be exercised within ten (10) Business Days following its receipt of the written notice of such TaxTax Contest by delivering written notice to Buyer, Seller will to assume and thereafter conduct and control the defense of such Tax Contest (with counsel of the Member’s choosing) to the extent such Tax Contest relates to the Pre-Closing Tax Period. For so long as the Member is conducting and controlling such defense, (A) Buyer shall have the right, at its sole cost and expensebut not the obligation, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will defense with separate counsel of its choosing and at its own expense, (and will cause the Acquired Entity toB) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts Buyer and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls Company shall cooperate with the Governmental Authorities Member in such defense and make available to the extent Seller is not controlling Member all witnesses, pertinent records, materials and information in or under Buyer’s or the proceedingsCompany’s possession or control relating thereto as may be reasonably requested by the Member. Purchaser The Member shall not settle, be permitted to consent to the entry of a any judgment or enter into any settlement of such Tax Context which adversely impacts Buyer or compromise any audit, examination or proceeding relating to Taxes the Company for which it is entitled to indemnification hereunder the periods of time after the Pre-Closing Tax Period without the prior written consent of Buyer (which such consent shall not to be unreasonably withheld withheld, delayed or delayedconditioned). (iii) For the avoidance of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestdoubt, the provisions of procedures relating to any Tax Contest shall be governed by Section 9.03 shall govern6.05(f) and not by Section 7.06.

Tax Contests. (a) Seller shall have the right to control the portion of any Tax Contest attributable solely to a Pass-Through Tax Return for any taxable period ending on or prior to the Closing Date; provided that (A) Seller will keep Purchaser reasonably informed of the contest and defense of any Tax Contest, (B) Purchaser shall inform have the right to participate at its own expense in any such Tax Contest, and (C) Seller shall not settle or compromise any such Tax Contest without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed). Purchaser shall have the right to control the portion of any Tax Contest attributable to a Tax Return of a Group Company for any Straddle Period; provided that (A) Purchaser will keep Seller reasonably informed of the commencement contest and defense of any auditTax Contest, examination (B) Seller shall have the right to participate at its own expense in any such Tax Contest, and (C) Purchaser shall not settle or proceeding relating compromise any such Tax Contest without Seller’s consent (which shall not be unreasonably withheld, conditioned or delayed). Purchaser or Seller, as the case may be, shall notify the other party as reasonably as practicable after receipt by such party or any of its Affiliates of written notice of any Tax Contest; provided, that no failure or delay in whole providing such notice shall reduce or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party otherwise affect the obligations of a party pursuant to this Agreement. With , except to the extent that the other party is adversely prejudiced as a result of such failure or delay. (b) Seller shall fully cooperate with Purchaser and take such actions as are needed to cause any Group Company that is treated as a partnership for U.S. federal income tax purposes, to make a “push out” election under Section 6226 of the Code and any corresponding provision of state, local or foreign Law, with respect to any such Tax, Seller will have the right, at its sole cost and expense, “imputed underpayment” or similar adjustment with respect to control (in the case of a any Pre-Calculation Date Closing Tax Period) or participate Period and for the year in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governClosing occurs.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller provide prompt written notice thereof to the other party; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any auditcorrespondence received from the taxing authority. (b) In the case of a Tax Proceeding of or with respect to any of the Transferred Entities for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 7.6(d)), examination Seller shall have the exclusive right to control such Tax Proceeding; provided, however, that Seller shall (i) defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (ii) not settle, compromise or proceeding relating in whole abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or in part delayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates for any Post-Closing Period or would reasonably be expected to materially increase Taxes for which Seller Purchaser is responsible to indemnify any under Section 7.2,and (iii) permit Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the rightand its representatives, at its their sole cost and expense, to control participate in such Tax Proceeding and attend any meetings or conferences with the relevant taxing authority; provided, further, however, that any such settlement, compromise or abandonment resulting in the reduction or elimination of a Tax Asset of a Transferred Entity existing as of the Closing shall not for this purpose be considered as having a material adverse impact on Purchaser or any of its Affiliates for any Post-Closing Period. (in c) In the case of a Pre-Calculation Date Tax Period) Proceeding of or participate with respect to any of the Transferred Entities for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)), the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided, however, that (in the case of a Straddle Periodi) the prosecutionControlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, settlement (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or compromise of any proceeding involving furnished in connection with such Tax Proceeding, (iv) the TaxControlling 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, provided that Seller (v) the Non-Controlling Party shall have promptly notified Purchaser in writing of its intention be entitled to control or participate in such Tax Contest. Purchaser will (Proceeding and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to relevant taxing authority, and (vi) the extent Seller is not controlling the proceedings. Purchaser Controlling Party shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of the Non-Controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, further, however, that the Controlling Party shall not have any obligations (and the Non-Controlling Party shall not have any rights) under clause (i), (ii), (iii) or (v) above with respect to any portion of Seller. To such Tax Proceeding (and any actions, written materials, meetings or conferences relating exclusively thereto) that could not reasonably be expected to affect the extent that there is liability of, or otherwise have an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestadverse effect on, the provisions Non-Controlling Party or any of Section 9.03 its Affiliates. For purposes of this Agreement, “Controlling Party” shall governmean Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding, or Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not the Controlling Party with respect to such Tax Proceeding.

Tax Contests. (a) Except as provided in Section 12.09(f) hereof, if any Taxing Authority or other Person asserts a claim that may reasonably be expected to give rise to an indemnity obligation under this Article XII, then if a Seller receives notice of such Tax Claim, such Seller shall promptly provide written notice to Purchaser of such Tax Claim, and if a Business Subsidiary or Purchaser receives notice of such Tax Claim, Purchaser shall inform Seller promptly provide written notice to Sellers of such Tax Claim. Such notice (a “Tax Claim Notice”) shall specify in reasonable detail the commencement basis for such Tax Claim and shall include a copy of any auditrelevant correspondence received from the Taxing Authority or other person. Any failure of delay with respect to the providing of notice of a Tax Claim shall not affect the indemnification obligations of Sellers, examination if they were to have received such notice, or proceeding relating Purchasers, if they were to have received such notice, except if and to the extent that they suffer actual prejudice by reason of such failure or delay and only if there was a reasonable possibility of a successful contest. (b) Where Sellers may have an indemnification obligation hereunder in whole or in part respect of a tax Claim, and such claim relates to Taxes a Tax Return for which Seller is Sellers are responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Taxunder Section 12.01(a) hereof, Seller will ARM shall have the rightright to defend and prosecute, at its sole cost cost, expense and expenserisk, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by ARM to a final determination; provided, however, that (i) ARM will be required to keep the Purchaser will informed in respect of all material aspects of such proceeding and Purchaser shall be entitled to attend all conferences meetings and proceedings with respect to such Tax Claim, (and will cause the Acquired Entity toii) take such action ARM may not, in connection with defending or prosecuting any such proceeding that Seller reasonably requestsTax Claim, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlytake, and send Seller copies promptly upon receiptwithout Purchaser’s consent, of which consent may not be unreasonably withheld, conditioned or delayed, any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities position contrary to the extent Seller is positions taken by the Relevant Group on the relevant Tax Return which position could adversely affect Purchasers or their Affiliates and (iii) ARM may not controlling the proceedings. Purchaser shall not settle, settle or consent to the entry of judgment with respect to such Tax Claim without the consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. (c) With respect to all Tax Claims described in Section 12.09(a) and not described in Section 12.09(b), Purchaser, if such Tax Claim may give rise to an indemnity obligation by Purchaser hereunder or ARM, if such Tax Claim may give rise to an indemnity obligation by Sellers hereunder (such party, the “Tax Indemnifying Party”), shall have 30 calendar days after the receipt or delivery, as the case may be, of the notice of Tax Claim, to provide notice to ARM or Purchaser, respectively, of its intent to defend or prosecute, at its sole cost, expense and risk, such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted by the Tax Indemnifying Party to a judgment Final Determination; provided however, that (i) the Tax Indemnifying Party shall keep ARM (if the Tax Indemnifying Party is Purchaser) or Purchaser (if the Tax Indemnifying Party is ARM) (such person, the “Tax Indemnified Party”) informed in respect of or compromise any auditall material aspects of such proceedings and the Tax Indemnified Party will be entitled to attend all conferences, examination or proceeding meetings and proceedings relating to Taxes for which it is entitled such Tax Claim, (ii) the Indemnifying Party will not, in defending or prosecuting such claim, take any position contrary to indemnification hereunder the position taken on the related Tax Return that may adversely affect the Tax Indemnified Party or its Affiliates without the prior written consent of the Tax Indemnified Party, which may not be unreasonably withheld, conditioned or delayed, (iii) the Tax Indemnifying Party may not settle or consent to the entry of judgment with respect to such Tax Claim, without the prior consent of the Tax Indemnified Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed and (iv) where such proceeding also involves claims that would not give rise to an indemnity obligation under this Article XII or could reasonably be expected to have a significant adverse effect on a Purchaser, a Business Subsidiary or an Affiliate of either, ARM may not control such proceeding. Where ARM may not 1- NY/2171027.1 62 control a proceeding as a result of clause (iv) of the preceding sentence, Purchaser shall control such claim and, in controlling such claim shall be subject to the restrictions described above with respect to tax Claims where it is the Tax Indemnifying Party. If a Tax Indemnifying Party does not elect to defend or prosecute a Tax Claim, then the Tax Indemnified Party shall be entitled to defend or prosecute such Tax Claim, but in so doing shall be required to keep the Tax Indemnifying Party informed in respect of all material aspects of such proceedings and may not settle or consent to the entry of judgment with respect to such Tax Claim without the consent of the Tax Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If a Tax Indemnified party does not vigorously defend or prosecute a Tax Claim described in the preceding sentence, then the Tax Indemnifying Party may provide notice to the Tax Indemnified Party electing to defend or prosecute such Tax Claim, with such defense or prosecution subject to the proviso set forth in the first sentence of this paragraph (c). (d) of Seller. To the extent Sellers and Purchasers each agree that there is an inconsistently between Section 11.06 they will, and this Section 9.03 will use commercially reasonable efforts to cause their Affiliates to, take such actions as it relates are reasonably available to them to bifurcate any Tax proceeding that involves both claims that may give rise to a Tax Contest, the provisions of Section 9.03 shall governclaim for indemnification under this Article XII and other claims.

Tax Contests. Purchaser shall inform Seller of the commencement (i) If any Tax Authority asserts a Tax Claim in respect of any auditTax described in clauses (i), examination (ii) and (iii) of Section 7.19(a) or proceeding relating in whole clauses (i), (ii) and (iii) of Section 7.19(b), then a Party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other Party or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement. With respect ; provided, that the failure of such Party to give such prompt notice shall not affect the rights of such Party or relieve any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise other Party of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsobligations under this Section 7.19, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities except to the extent Seller that the other Party is not controlling actually prejudiced thereby. Such notice shall specify in reasonable detail the proceedings. Purchaser basis for such Tax Claim and shall not settleinclude a copy of the relevant portion of any correspondence received from the Tax Authority. (ii) While the indemnities in Section 7.19(a) remain in effect, consent the Everest Sellers shall have the sole right to control any Tax Proceeding to the entry extent that it relates to any Tax that is an Excluded Tax described in clauses (i), (ii) and (iii) of Section 7.19(a); provided, that (A) the Everest Sellers shall inform Purchaser in a judgment timely manner and in reasonable detail about the conduct of or compromise such Tax Proceeding; (B) the Everest Sellers shall consider in good faith any auditreasonable comments provided by Purchaser with respect to the conduct of such Tax Proceeding; (C) the Everest Sellers shall not, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written Purchaser’s consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to adversely affect the Tax liability of any Purchaser Tax Indemnitee (taking into account Sellers’ indemnification obligations under this Agreement); and (D) the Everest Sellers shall not be entitled to take any action or make any omission pursuant to this Section 7.19(d)(ii) if to do so would prejudice the Purchaser’s recourse under the R&W Insurance Policy or would be incompatible with the terms thereof (including, without limitation and for the avoidance of Seller. To doubt, any provisions granting rights of conduct over those same matters to the insurers under the R&W Insurance Policy). (iii) While the Olympus Deferred Amount (or any part thereof) continues to be held in the Olympus Escrow Account, the Olympus Sellers shall have the sole right to control any Tax Proceeding to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a any Tax Contestthat is an Excluded Tax described in clauses (i), the provisions (ii) and (iii) of Section 9.03 7.19(b); provided, that (A) the Olympus Sellers shall governinform Purchaser in a timely manner and in reasonable detail about the conduct of such Tax Proceeding; (B) the Olympus Sellers shall consider in good faith any reasonable comments provided by Purchaser with respect to the conduct of such Tax Proceeding; (C) the Olympus Sellers shall not, without Purchaser’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to adversely affect the amount that may be deducted from the Olympus Deferred Amount held in the Olympus Escrow Account pursuant to Section 7.19(b); and (D) the Olympus Sellers shall not be entitled to take any action or make any omission pursuant to this Section 7.19(d)(iii) if to do so would prejudice the Purchaser’s recourse under the R&W Insurance Policy or would be incompatible with the terms thereof (including, without limitation and for the avoidance of doubt, any provisions granting rights of conduct over those same matters to the insurers under the R&W Insurance Policy). (iv) Purchaser shall have the sole right to control, at its own expense, any Tax Proceeding involving the Transferred Entities (other than any Tax Proceeding described in Section 7.19(d)(ii) or Section 7.19(d)(iii)); provided, that in the case of any Tax Proceeding for which any Seller could be liable pursuant to this Section 7.19, (A) Purchaser shall inform Sellers in a timely manner and in reasonable detail about the conduct of such Tax Proceeding; (B) Purchaser shall consider in good faith any reasonable comments provided by Sellers with respect to the conduct of such Tax Proceeding; and (C) Purchaser shall not, without Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax Proceeding if such settlement would reasonably be expected to give rise to a liability for indemnification pursuant to this Section 7.19. (v) Notwithstanding anything to the contrary in this Agreement, Sellers shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of any of the Sellers or any of their respective Subsidiaries (other than the Transferred Entities); and (B) any Tax Return of a consolidated, combined or unitary group that includes any Seller or any of its Subsidiaries (other than a Transferred Entity), on the one hand, and any Transferred Entity, on the other hand.

Tax Contests. Purchaser (a) If any Tax Authority asserts a Tax Claim, then the Party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other Party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant Parties to this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Tax Authority. (in b) In the case of a PreTax Proceeding of or with respect to any member of the Alkali Group for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 8.6(c)), Seller shall have the exclusive right and obligation to conduct, at its own expense, such Tax Proceeding; provided, that (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Seller shall consult with Purchaser before taking any action in connection with such Tax Proceeding to the extent such action could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Calculation Date Closing Period, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding to the extent such Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period, (iv) Seller 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) Purchaser shall be entitled to participate (at its own expense) in such Tax Proceeding and attend any meetings or participate conferences with the relevant Tax Authority to the extent such Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period, and (vi) Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, to the extent such Tax Proceeding could reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates in any Post-Closing Period. (c) In the case of a Tax Proceeding of or with respect to any member of the Alkali Group for any Straddle Period, the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (i) the prosecution, settlement or compromise Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing each stage of its intention to control or participate in such Tax Contest. Purchaser will Proceeding, (and will cause ii) the Acquired Entity to) take such Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding that Seller reasonably requestsTax Proceeding, including (iv) the selection of counsel Controlling Party shall defend such Tax Proceeding diligently and experts 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 (at its own expense) in such Tax Proceeding and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls or conferences with the Governmental Authorities to relevant Tax Authority, and (vi) the extent Seller is not controlling the proceedings. Purchaser Controlling Party shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (which consent of the Non-Controlling Party. For purposes of this Agreement, “Controlling Party” shall mean Purchaser if Purchaser and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding or Seller if Seller and its Affiliates are reasonably expected to bear the greater Tax liability in connection with such Tax Proceeding; and “Non-Controlling Party” means whichever of Seller or Purchaser is not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Controlling Party with respect to a such Tax Contest, the provisions of Section 9.03 shall governProceeding.

Tax Contests. Purchaser (a) The Unit Holder Representative shall inform Seller of have the commencement of right to control and Coty shall have the right to participate in (at its own expense), any audit, examination litigation, or other proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With with respect to any such Tax, Seller will have Pre-Closing Tax Return and/or any Pre-Closing Tax Period (a “Pre-Closing Tax Contest”); provided that to the right, at its sole cost and expense, to control (in the case extent any settlement or compromise of a Pre-Calculation Date Closing Tax PeriodContest would have the effect of increasing a Tax liability of the Company or any of its Subsidiaries or owners in a taxable period or portion thereof ending after the Closing Date, the Unit Holder Representative shall not settle such Pre-Closing Tax Contest without Coty’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). (b) The Company or NewCo (as applicable) shall have the right to control and the Unit Holder Representative shall have the right to participate in (in at its own expense), any audit, litigation, or other proceeding with respect to any Straddle Tax Return and/or any Straddle Tax Period (a “Straddle Tax Contest”); provided that to the case of a Straddle Period) the prosecution, extent any settlement or compromise of a Straddle Tax Contest would have the effect of increasing a Tax liability of the Company or any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control Subsidiaries or participate owners in such Tax Contest. Purchaser will (and will cause a taxable period or portion thereof beginning on or before the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsClosing Date, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim Company or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser NewCo shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder settle such Straddle Tax Contest without the Unit Holder Representative’s prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned, or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern).

Tax Contests. Purchaser shall inform Seller (a) If any taxing authority asserts a Tax Claim in respect of the commencement Acquired Companies, then the party hereto first receiving notice of such Tax Claim promptly will provide written notice thereof to the other party hereto; PROVIDED, HOWEVER, that the failure of such party to give such prompt notice will not relieve the other party of any auditof its obligations under this ARTICLE X, examination or proceeding relating except to the extent that such failure precludes the contest of such Tax Claim. Such notice will specify in whole or in part reasonable detail the basis for such Tax Claim to Taxes for which Seller the extent the party giving such notice is responsible to indemnify aware of such basis and will include a copy of the relevant portion of any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, correspondence received from the taxing authority. (b) Seller will have the rightright to control, at its sole cost and own expense, in any audit, examination, contest, litigation or other proceeding by or against any taxing authority (a "Tax Proceeding") in respect of the Acquired Companies for any taxable period that ends on or before the Closing Date; PROVIDED, HOWEVER, that (i) Seller will provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) Seller will consult with Purchaser before taking any significant action in connection with such Tax Proceeding, (iii) Seller will consult with Purchaser and offer Purchaser an opportunity to control comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Seller will 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) Purchaser will be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant taxing authority, and (vi) Seller will not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. (c) In the case of a Pre-Calculation Date Tax Period) or participate in (in the case of Proceeding for a Straddle PeriodPeriod of the Acquired Companies, the Controlling Party will have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the prosecutionControlling Party will provide the Non- Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, settlement (ii) the Controlling Party will consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party will consult with the Non-Controlling Party and offer the Non- Controlling Party an opportunity to comment before submitting any written materials prepared or compromise of any proceeding involving furnished in connection with such Tax Proceeding, (iv) the TaxControlling Party will defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, provided that Seller shall have promptly notified Purchaser in writing of its intention (v) the Non-Controlling Party will be entitled to control or participate in such Tax Contest. Purchaser Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-Controlling Party or any of its Affiliates and (vi) the Controlling Party will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (consent, which consent shall will not be unreasonably withheld withheld, conditioned or delayed, of the Non- Controlling Party. (d) Purchaser will have the right to control, at its own expense, any Tax Proceeding involving the Acquired Companies (other than a Tax Proceeding described in clauses (b) and (c) of Seller. To this SECTION 10.4). (e) The Controlling Party will indemnify and hold the extent that there is an inconsistently between Section 11.06 Non- Controlling Party, its Subsidiaries and their respective officers, directors, employees and agents, harmless from any Taxes (and any related costs imposed by a court or other tribunal) arising out of or resulting from the Controlling Party's failure to comply with its obligations under clauses (b), (c) or (d) of this Section 9.03 SECTION 10.4, as it relates to a Tax Contest, the provisions of Section 9.03 shall governcase may be.

Tax Contests. Purchaser (a) If any taxing authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other party or parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any correspondence received from the taxing authority. (b) Seller shall have the sole right to control (at its own expense insofar as such Tax Proceeding relates to an Indemnified Tax) any audit, examination examination, contest, litigation or other proceeding relating by or against any taxing authority (a “Tax Proceeding”) that relates in whole or in part to Taxes for which Seller any Tax that is responsible to indemnify any Purchaser an Indemnified Party pursuant to this Agreement. With respect to any such Tax; provided, Seller will have the righthowever, at its sole cost and expensethat, to control (in the case of a Pre-Calculation Date any such Tax Period) or participate Proceeding in (in the case respect of a Straddle PeriodTax of a Transferred Entity reported on a separate Tax Return or on a consolidated, combined or unitary Tax Return comprised solely of Transferred Entities, from and after the Closing Date: (i) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified inform Purchaser in writing a timely manner and in reasonable detail about the conduct of such Tax Proceeding, (ii) Purchaser shall cooperate with Seller, and Seller shall cooperate with Purchaser, concerning the conduct of such Tax Proceeding, (iii) if Seller does not assume control of, or abandons (other than following a Seller Proposed Settlement, as defined below), such Tax Proceeding, Purchaser may defend the same, at its intention to control or participate own expense, in such Tax Contest. manner as Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsdeems appropriate, including settling such Tax Proceeding, after ten (10) Business Days prior written notice to Seller setting forth the selection terms and conditions of counsel and experts and settlement; provided further, however, that the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax maximum amount for which Seller would be obligated to indemnify Purchaser in such case would be the amount of Taxes that Seller otherwise would have been obligated to pay Purchaser under this Agreement, as determined at the time that Purchaser assumed control, had Purchaser not assumed control, (iv) if Seller proposes a settlement with the taxing authority that is responsible acceptable to such taxing authority (a “Seller Proposed Settlement”) to which Purchaser reasonably objects no later than fifteen (15) Business Days following written notice thereof (or, if earlier, the later of five (5) Business Days prior to such time, if any, as the taxing authority has indicated that its willingness to accept the Seller Proposed Settlement would expire and keep five (5) Business Days following written notice of the Seller informed Proposed Settlement), Purchaser may defend the same, at its own expense, in such manner as Purchaser deems appropriate, including settling such Tax Proceeding, after ten (10) Business Days prior written notice to Seller setting forth the terms and conditions of progress settlement; provided, further, however, that in the proceedings and allow event Seller proposes a Seller Proposed Settlement, the maximum amount for which Seller shall be obligated to attend any meetings and scheduled calls with indemnify Purchaser shall be the Governmental Authorities to the extent amount of Taxes that Seller is not controlling or would have been obligated to pay Purchaser under this Agreement, as determined under the proceedings. Purchaser Seller Proposed Settlement and (v) Seller shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without the prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such settlement would reasonably be expected to have an adverse impact on Purchaser or any of Sellerits Affiliates unless Purchaser does not consent to a Seller Proposed Settlement within the time period set forth in (iv) above and fails to defend the same (as evidenced by the Purchaser missing more than one deadline in connection with the Tax Proceeding). (c) In the case of a Tax Proceeding in respect of a Straddle Period separate Tax Return of a Transferred Entity (or a Straddle Period consolidated, combined or unitary Tax Return comprised solely of Transferred Entities), the Controlling Party shall have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such 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, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-Controlling Party or any of its Affiliates and (vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of the Non-Controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-Controlling Party or any of its Affiliates. To “Controlling Party” shall mean whichever of Seller or Purchaser is reasonably expected to bear the extent greater Tax liability in connection with a Straddle Period Tax Proceeding (provided that there is an inconsistently between Section 11.06 and this Section 9.03 as it Seller shall be the Controlling Party if the Tax Proceeding relates to the Restructuring), and “Non-Controlling Party” shall mean whichever of Seller or Purchaser is not the Controlling Party with respect to such Straddle Period Tax Proceeding. Neither the Controlling Party nor the Non-Controlling Party shall be permitted to raise any issue with the Tax authority that could be adverse to the other party and that was not raised in the first instance by the Tax authority (a Tax Contest, “New Issue”). The Non-Controlling Party shall not be permitted to withhold consent pursuant to clause (vi) above on the provisions of Section 9.03 shall governbasis that a New Issue has not yet been raised.

Tax Contests. Purchaser (a) Parent shall inform Seller of give prompt written notice to the commencement Representative of any audit, examination examination, or proceeding relating in whole other administrative or in part judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment (a “Tax Contest”) attributable to Taxes a Pass-Through Tax Return for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to Pre-Closing Tax Period or Straddle Period after receipt by Parent or any Affiliate of Parent (including the Group Companies after the Closing) of any such Tax, Seller will have the right, at its sole cost and expense, to control (in Tax Contest. In the case of a Tax Contest attributable to a Pass-Through Tax Return that relates solely to Pre-Calculation Date Closing Tax PeriodPeriods, the Representative shall control the conduct of such Tax Contest, using counsel at the Representative’s expense and reasonably satisfactory to Parent; provided that (a) Parent shall execute, or participate in (in cause to be executed, appropriate powers of attorney as may be necessary so as to allow the case of a Straddle Period) the prosecution, settlement Representative to control and settle or compromise of any proceeding involving the Taxsuch Tax Contest, provided that Seller (b) Parent shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsContest at its own expense, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Representative shall not settle, consent to compromise and/or concede any portion of such Tax Contest that could affect the entry Tax liability of a judgment Parent, the Group Companies (other than the Company), any Affiliate thereof, or any of their direct or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder indirect owners without the prior written consent (of Parent, which consent shall will not be unreasonably conditioned, withheld or delayed, (c) with respect to any Tax Contest relating to an IRS Form 1065 (or similar state and local income Tax Return) for a Tax period beginning after December 31, 2017, and conducted under the Partnership Tax Audit Rules, the Representative shall (and shall cause any other Person acting as the “partnership representative” or “designated individual” for the Company to) make (or cause to be made) a timely and proper election under Section 6226(a) of Seller. To the extent that there Code (and any corresponding elections under state and local law) to treat a “partnership adjustment” as an adjustment to be taken into account by each member of the Company (including former members, if applicable) in accordance with Section 6226(b) of the Code (such election, a “Push-Out Election”), and (d) the Representative shall not (and shall cause any other Person acting as the “partnership representative” or “designated individual” for the Company not to) make (or cause to be made) any election or otherwise take any action to cause the Partnership Tax Audit Rules to apply to the Company at any earlier date than is an inconsistently between Section 11.06 and this Section 9.03 as it relates required by applicable law; provided, further, that, if the Representative fails to a assume control of the conduct of any such Tax Contest within 15 days following the receipt by the Representative of notice of such Tax Contest, Parent shall have the provisions right to assume control of such Tax Contest and shall be entitled to settle, compromise and/or concede any portion of such Tax Contest. (b) Parent shall have the right to control the portion of any Tax Contest attributable to a Pass-Through Tax Return for any Straddle Period. Parent shall give prompt written notice of any such Tax Contest to the Representative. The Representative shall have the right to participate in such Tax Contest at its own expense, and Parent shall not settle, compromise and/or concede any portion of such Tax Contest that could affect the Tax liability of the Unitholders without the written consent of the Representative, which consent will not be unreasonably conditioned, withheld or delayed. (c) Parent shall have the right to control any Tax Contest not described in Section 9.03 shall govern5.18(a) or Section 5.18(b).

Tax Contests. Purchaser shall inform Seller of (a) Other than as provided in Section 12.3(b) and Section 12.3(c), (i) Either CREH or the commencement Company may contest, in good faith, by appropriate legal proceedings, each at its own expense, the validity, applicability, or amount of any audit, examination tax or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes charge for which it is entitled responsible pursuant to indemnification hereunder without Section 12.1 or otherwise that is levied or assessed against it in connection with this Agreement; provided the prior written contesting Party has taken such actions as will preclude foreclosure of a lien on the Power Plant, the Gas Processing Facility or CREH’s Field Facility and (ii) the Party contesting the tax or assessment, after notifying the other Party in writing of such tax contest, may contest the same in its own name or, with the consent of the non-contesting Party (which consent shall not be unreasonably withheld withheld), in the name of such non-contesting Party, and the non-contesting Party agrees to reasonably cooperate in such contest. In the event of any such contest, all costs and expenses of pursuing such contest incurred by the contesting Party shall be paid by the contesting Party. No such contest shall subject the non-contesting Party to any possible liabilities, costs, or delayed) criminal penalties or, strictly by virtue of Sellersuch contest, result in the imposition of a lien upon the Power Plant or Gas Processing Facility. To Notwithstanding anything to the extent that there is an inconsistently between Section 11.06 and contrary in this Agreement, the nonpayment of taxes in connection with a tax contest as described in this Section 9.03 12.3 shall not be deemed a default under this Agreement until the final determination in such contest and the expiration of any due date therein established, so long as it relates the contesting Party has taken the actions provided above and shall not allow the foreclosure of the Power Plant or Gas Processing Facility or any part thereof. (b) CREH shall have the exclusive right to a Tax Contestcontest, by appropriate legal proceedings, at its own expense, the provisions validity, applicability, or amount of Section 9.03 any ad valorem tax or charge with respect to the Gas Processing Facility for which CREH has responsibility under applicable Law. (c) CREH shall governhave the exclusive right to contest, by appropriate legal proceedings, at its own expense, the validity, applicability, or amount of any ad valorem tax or charge with respect to the Power Plant for which CREH has responsibility under applicable Law, provided that, upon request by the Company, CREH shall keep the Company informed as to the status of any such contest and shall consider in good faith the recommendations or suggestions of the Company with respect to any such contest.

Tax Contests. Purchaser shall inform Seller of (a) If a claim is made by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 13.8, the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant will promptly notify the Indemnifying Party of such claim (a “Tax Claim”); provided, however, that the failure to this Agreement. give such notice will not affect the indemnification provided hereunder except to the extent the Indemnifying Party has actually been materially prejudiced as a result of such failure. (b) With respect to any such TaxTax Claim relating to Taxes for a taxable period ending on or before the Closing Date or relating to Income Taxes for any other taxable period in which any of the Acquired Companies joined in filing any Consolidated Tax Return, Seller will have control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, at 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 may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Before taking any material action with respect to the conduct of such Tax Claim (including the submission of any protest, petitions, or responses to information document requests), Seller shall first obtain the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). (c) Except as otherwise provided in Section 13.8(b), Seller and Buyer will jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding Claim relating to Taxes of any of the Acquired Companies for which it is entitled to indemnification hereunder any Straddle Period. Neither Seller nor Buyer will settle any such Tax Claim without the prior written consent of the other (which consent shall will not be unreasonably withheld withheld, conditioned or delayed). (d) Each of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestBuyer, the provisions Acquired Companies and their respective Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, will cooperate, at the request of Section 9.03 the other, in contesting any Tax Claim, which cooperation will include the retention and (upon request) the provision to the requesting party 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The requesting party shall governreimburse the party providing such cooperation for any reasonable out-of-pocket costs and expenses incurred in connection with such cooperation.

Tax Contests. Purchaser shall inform Seller (a) Each party entitled to an indemnity payment pursuant to Section 7.01 (a “Tax Indemnified Party”) agrees to give written notice to the indemnifying party (the “Tax Indemnitor”) which involves the assertion of any claim, or the commencement of any audit, examination suit, action or proceeding relating (collectively, a “Tax Claim”) in whole respect of which indemnity may be sought ( an “Indemnifiable Tax”) within 30 days of such receipt or in part such earlier time as would allow the Tax Indemnitor to Taxes timely respond to such Tax Claim; provided, however, that a failure to give such notice will not affect a Tax Indemnified Party’s right to indemnification hereunder except to the extent that the Tax Indemnitor is materially prejudiced by such failure (and then only to the extent of such prejudice). (b) The Tax Indemnitor shall, at its own expense, assume control of the defense of any Tax Claim for which Seller is responsible any Indemnifiable Tax so long as the Tax Indemnitor acknowledges its obligation to indemnify the Tax Indemnified Parties for the full amount of any Purchaser adjustment for an Indemnifiable Tax that may be made as a result of such Tax Claim. Subject to 7.04(c), if the Tax Indemnitor assumes control of such defense, the Tax Indemnitor shall (i) notify the Tax Indemnified Party pursuant of significant developments with respect to this Agreement. With such Tax Claim and keep the Tax Indemnified Party reasonably informed, (ii) consult with the Tax Indemnified Party with respect to any issue that reasonably could be expected to have an adverse effect on the Tax Indemnified Party or any of its Affiliates (including by giving rise to an indemnity obligation of the Tax Indemnified Party or any of its Affiliates), and without limiting in any manner whatsoever Tax Indemnitor’s rights to control and resolve such Tax, Seller will have the right, at Tax Claim as Tax Indemnitor in its sole cost discretion decides, Tax Indemnitor will consult with the Tax Indemnified Party in good faith to mitigate any such adverse effect on the Tax Indemnified Party, and expense(iii) give to the Tax Indemnified Party a copy of any Tax adjustment proposed in writing with respect to such Tax Claim and copies of any other material correspondences with the relevant taxing authority with respect to such Tax Claim. Notwithstanding the foregoing, Tax Indemnitor shall not pay or compromise any material tax liability of or relating to control (in any of the case of Business Subsidiaries asserted with respect to any Tax Claim that arises from any Tax Return for a Pre-Calculation Date Closing Tax Period and that relates to an issue that materially recurs for any Post-Closing Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of Buyer, which consent shall not be unreasonably, withheld, delayed or conditioned. This subsection shall not be construed to require Seller or any of its Affiliates to make available to the Buyer or any other Person any of their Consolidated Pre-Closing Tax Returns or any other Tax Return that is filed on a combined, consolidated, affiliated or unitary basis. (c) With respect to any Tax claim relating to Taxes for any Straddle Period, Buyer shall, at its own expense, assume control of the defense of such Tax Claim; provided that Buyer shall (i) notify Seller of significant developments with respect to such Tax Claim and keep Seller reasonably informed, (ii) consult with Seller with respect to any issue that reasonably could be expected to have an adverse effect on Seller or any of its Affiliates (including by giving rise to an indemnity obligation of Seller or any of its Affiliates), and (iii) give to Seller a copy of any Tax adjustment proposed in writing with respect to such Tax Claim and copies of any other material correspondences with the relevant taxing authority with respect to such Tax Claim. Buyer shall not pay or compromise any Tax liability asserted with respect to any Tax Claim relating to Taxes for any Straddle Period, without the prior written consent of Seller, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. (d) Without limiting the generality of SellerSection 7.03, the Tax Indemnified Party shall give the Tax Indemnitor such information with respect to any Tax Claim as the Tax Indemnitor may reasonably request. To In addition, if, and to the extent that there is an inconsistently between Section 11.06 required, the Tax Indemnified Party shall promptly execute and deliver, or cause to be executed and delivered by the relevant taxpayer, reasonable powers of attorney or other documents authorizing the Tax Indemnitor to defend and settle such Tax Claim in accordance with this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern7.04.

Tax Contests. Purchaser shall inform Seller (a) If any party receives written notice from any governmental authority of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such Taxparty shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, Seller will however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) The Members shall have the right, at its sole cost and their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date, provided, however, that the Members may exercise this right ONLY IF (in i) either (A) such Members receive a notice pursuant to Section 11.4(a) or (B) written notice is or has been received before and the case Closing Date by the Company, any Subsidiary or any Member from a Governmental Authority of a Pre-Calculation Date Tax Period) or participate in Proceeding, AND (in the case of a Straddle Periodii) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any Members provide written notice of an audit, examination, claim or assessment the exercise of this right to Clarant within thirty (30) days of the later of (A) the date of this Agreement for any Tax for Proceeding described on SCHEDULE 5.24(g) or (B) the date of the receipt of the notice described in (i)(A) or (i)(B). Clarant shall have the right to approve the counsel selected by the Members to conduct any such Tax Proceeding, which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser approval shall not settlebe unreasonably withheld, consent and to participate fully at its own expense with counsel of its own choosing in all aspects of the entry prosecution or defense of a judgment such Tax Proceeding. The Members shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or compromise any auditof its Affiliates, examination or proceeding relating to Taxes any Tax liability of the Company or any Subsidiary for which it is entitled to indemnification hereunder any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent (of Clarant, which consent shall not be unreasonably withheld withheld. The Members shall not settle or delayedotherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of Sellernotification pursuant to Section 11.4(a), the Members shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. To If the extent that there is an inconsistently between Section 11.06 and Members exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Members do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 9.03 11.4, Clarant may defend or settle the same in such manner as it relates may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to a Taxes and Tax Contest, Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 9.03 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall governexclusively govern all matters concerning Tax Proceedings.

Tax Contests. Purchaser shall inform Seller (a) If any taxing authority asserts or proposes a Tax Claim in respect of either Company, then the Party hereto first receiving notice of such Tax Claim promptly will provide written notice thereof to the other Party hereto; provided, however, that the failure of such Party to give such prompt notice will not relieve the other Party of any of its obligations under this Article V, except to the extent that the other Party is materially prejudiced thereby. Such notice will specify in reasonable detail the basis for such Tax Claim to the extent the Party giving such notice is aware of such basis and will include a copy of the commencement relevant portion of any correspondence received from the taxing authority. (b) Subject to Section 5.5(d), the Sellers will have the right to control, at their own expense, any audit, examination examination, contest, litigation or other proceeding by or against any taxing authority (a “Tax Proceeding”) in respect of each Company that solely involves Excluded Taxes; provided, however, that (i) Purchaser will be entitled to participate in such Tax Proceeding and receive copies of any written materials relating in whole to such Tax Proceeding received from the relevant taxing authority, and (ii) the Sellers will not settle, compromise or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to abandon any such TaxTax Proceeding without obtaining the prior written consent of Purchaser, Seller which consent will have the rightnot be unreasonably withheld, at its sole cost and expense, to control conditioned or delayed. (in c) In the case of a Pre-Calculation Date Tax Period) or participate in (in the case of Proceeding for a Straddle PeriodPeriod of either Company, the Controlling Party will have the right to control, at its own expense, such Tax Proceeding; provided, however, that (i) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Non-Controlling Party will be entitled to control or participate in such Tax Contest. Purchaser Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-Controlling Party or any of its Affiliates and (ii) the Controlling Party will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (consent, which consent shall will not be unreasonably withheld withheld, conditioned or delayed, of the Non-Controlling Party. (d) Purchaser will have the right to control (i) any Tax Proceeding involving either Company (other than a Tax Proceeding described in clauses (b) and (c) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates 5.5), and (ii) notwithstanding any provision in this Agreement to the contrary, all Tax Proceedings relating to a consolidated, unified, or combined group that includes a Company on the one hand and Purchaser or any of its other Affiliates on the other hand if such Tax ContestProceeding involves issues or matters that do not relate solely to Excluded Taxes. (e) The Controlling Party will indemnify and hold the Non-Controlling Party, its Affiliates and their respective officers, directors, employees and agents, harmless from any Taxes (and any related costs imposed by a court or other tribunal) arising out of or resulting from the provisions Controlling Party’s failure to comply with its obligations under clauses (b) or (c) of this Section 9.03 shall govern5.5, as the case may be.

Tax Contests. Purchaser From and after the Closing Date, Purchasers, on the one hand, and Sellers, on the other hand (each, the “Recipient,” and together, the “Tax Contest Parties”), shall inform Seller notify the other Tax Contest Party within ten (10) Business Days of receipt by the Recipient of written notice of any tax deficiency, proposed tax adjustment, tax assessment, tax audit, tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes or Tax Returns of the commencement Target Companies or their Subsidiaries (each and any of any auditthe foregoing, examination a “Tax Contest”) which Tax Contest could reasonably be expected to affect the obligations of such other Tax Contest Party, or proceeding relating in whole or in part their Affiliates, with respect to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect A Recipient’s failure to any comply with this notice provision shall not affect such Tax, Seller will have Recipient’s right to indemnification pursuant to this Agreement unless (and only to the right, at its sole cost and expense, extent that) the other Tax Contest Party is adversely prejudiced as a consequence of such failure. (i) If a Tax Contest relates to control (in the case of a Pre-Calculation Date Closing Tax Period) Period or participate in (in the case of a Straddle Period) , Sellers shall, at their expense, control the prosecutiondefense and settlement of such Tax Contest and Purchasers, settlement or compromise at Purchasers’ expense and with counsel of any proceeding involving the Taxits own choosing, provided that Seller shall have promptly notified Purchaser the right to participate fully in writing all aspects of its intention to control or participate in the defense of such Tax Contest. Purchaser will ; provided, however, that, if the resolution of such Tax Contest would increase the Tax liability of Purchasers or any of their Affiliates for any Post-Closing Straddle Period or Post-Closing Tax Period or otherwise adversely affect Purchasers or any of their Affiliates, Sellers shall (a) conduct such Tax Contest diligently and will cause the Acquired Entity toin good faith, (b) take such consult in good faith with Purchasers before taking any action in connection with such Tax Contest that might adversely affect Purchasers or any of their Affiliates, (c) consult in good faith with Purchasers and offer Purchasers a reasonable opportunity to comment before submitting to any Governmental Authority any written materials prepared or furnished in connection with such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyTax Contest, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall (d) not settle, consent to the entry discharge, compromise, or otherwise dispose (each, a “disposition”) of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Contest without obtaining the prior written consent (of Purchasers, which consent shall not be unreasonably withheld withheld, conditioned or delayed. (ii) Purchasers shall, at their expense, control the defense and settlement of Sellerall Tax Contests other than those described in Section 5.18(f)(i). To Sellers, at Sellers’ expense and with counsel of their own choosing, shall have the extent right to participate fully in all aspects of the defense of such Tax Contest if the resolution of such Tax Contest would increase the Tax liability of Sellers or otherwise adversely affect Sellers or any of their Affiliates. (iii) Each Tax Contest Party shall promptly provide to the other Tax Contest Party copies of all written notices and other documents received from any Governmental Authority with respect to any Tax Contest (provided that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates the Tax Contest Party receiving such notice or other document may redact from such copies information not reasonably related to a or necessary for determining amounts for which the other Tax Contest Party may be liable hereunder with respect to such Tax Contest). (iv) Notwithstanding anything to the contrary contained herein, in the event the Entity-Level Purchase Price Allocation, the provisions Purchase Price Allocation or any of Section 9.03 the 338(h)(10) Allocations are disputed by any Governmental Authority, the party receiving notice of such dispute shall governpromptly notify and consult with the other party concerning resolution of such dispute.

Tax Contests. Purchaser (a) MetLife and RGA shall inform Seller promptly notify one another in writing within ten Business Days of receiving any written notice from a taxing authority (including the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With IRS) with respect to any pending or threatened audit or inquiry or any administrative or judicial appeal or other proceeding regarding Section 355 Taxes (a “Section 355-Related Proceeding”). Such notice shall include a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received from the taxing authority. The failure of a party to timely provide such Taxnotification in accordance with the immediately preceding sentence shall not relieve the other party of its obligations under Sections 8.2(d) or 8.3(d), Seller will have as the rightA-44 case may be, at or to pay Section 355 Taxes, except to the extent that such failure materially prejudices the ability of such other party to contest such liability for Section 355 Taxes or increases the amount of the other party’s obligations under Sections 8.2(d) or 8.3(d), as the case may be, for Section 355 Taxes. (b) MetLife shall, in its sole cost discretion, control and expensedirect the conduct of any Section 355-Related Proceeding; provided, to control (however, that, in the case event that any Section 355-Related Proceeding could potentially result in RGA Section 355 Taxes, (i) MetLife shall consult with RGA reasonably in advance of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of taking any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such significant action in connection with any such proceeding that Seller reasonably requestsproceeding, including the selection of counsel (ii) MetLife shall consult with RGA and experts and the execution of powers of attorney. Purchaser will offer RGA a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding, (and will cause the Acquired Entity toiii) inform Seller promptly, and send Seller RGA shall be entitled to receive on a timely basis copies promptly upon receipt, of any notice of an auditwritten materials relating to such proceeding sent to or received from the relevant taxing authority, examinationhave its representatives attend all discussions, claim or assessment for any Tax for which Seller is responsible meetings and keep Seller informed of progress teleconferences and otherwise participate in the proceedings Section 355-Related Proceeding on a reasonable basis, (iv) MetLife shall defend such proceeding diligently and allow Seller to attend any meetings and scheduled calls in good faith as if it were the only party in interest in connection with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser such proceeding, (v) MetLife shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or such proceeding relating to that could potentially result in RGA Section 355 Taxes for which it is entitled to indemnification hereunder without obtaining the prior written consent (of RGA, which consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, further, that MetLife shall not settle, compromise or abandon any such proceeding with a taxing authority in exchange for, or in connection with, a settlement on an issue or issues unrelated to Section 355 Taxes that would reasonably be expected to result in RGA Section 355 Taxes and (vi) if RGA acknowledges in writing its agreement that it will be liable and indemnify MetLife for such RGA Section 355 Taxes and provides evidence (reasonably satisfactory to MetLife) demonstrating its ability to pay such RGA Section 355 Taxes, MetLife shall afford RGA the opportunity to control the contest of Seller. To such Section 355-Related Proceeding, at its own expense, in such manner as RGA shall reasonably direct, and RGA shall provide MetLife the extent that there is an inconsistently between Section 11.06 opportunity to review and this Section 9.03 as it relates comment upon any materials produced by RGA pursuant to a Tax Contest, the provisions of Section 9.03 such contest prior to their submission and shall governpermit MetLife to participate in any meetings or proceedings in connection therewith.

Tax Contests. (A) If a claim shall be made by any taxing authority (a “Tax Claim”) which, if successful, might result in an indemnity payment to Purchaser or any of its Affiliates pursuant to Section 7.4(g), Purchaser shall inform Seller promptly notify Pfizer of such claim no later than 30 days after such Tax Claim is made; provided, however, the commencement failure by Purchaser to provide such notification shall not relieve Pfizer of any audit, examination or proceeding relating in whole or in part its indemnification obligations hereunder except to Taxes for which Seller the extent that Pfizer is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. prejudiced thereby. (B) With respect to any Tax Claim relating to a taxable period ending on or before the Closing Date or relating to or affecting a Consolidated Tax Return, Pfizer shall control all proceedings and may make all decisions taken in connection with such TaxTax Claim (including selection of counsel) and, Seller will have without limiting the rightforegoing, at 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 may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Purchaser shall be entitled to be informed of such Tax Claim within a reasonable time after such Tax Claim is asserted and the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. (C) Except as otherwise provided in Section 7.4(i)(B), Pfizer and Purchaser shall jointly control (in the case of a Pre-Calculation Date Tax Period) or and participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action all proceedings taken in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding Claim relating to Taxes of the Conveyed Companies for which it is entitled to indemnification hereunder any Straddle Period. Neither Pfizer nor Purchaser shall settle any such Tax Claim without the prior written consent (of the other, which consent shall not be unreasonably withheld or delayedwithheld. (D) of Seller. To Except as otherwise provided in Section 7.4(i)(B), Purchaser shall control all proceedings with respect to Taxes for any taxable period beginning after the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestClosing Date. (E) Purchaser, the provisions Conveyed Companies and each of Section 9.03 their respective Affiliates, on the one hand, and Pfizer and its respective Affiliates, on the other, shall govern.cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Purchaser shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section. Back to Contents

Tax Contests. Purchaser shall inform Seller ▇▇▇▇▇ agrees to give written notice to Sellers of the receipt of any written notice by the Company, Buyer or any of Buyer's Affiliates which involves the assertion of any claim, or the commencement of any auditAction, examination or proceeding relating in whole or in part to Taxes for respect of which Seller is responsible to indemnify any Purchaser Indemnified Party an indemnity may be sought by Buyer pursuant to this AgreementARTICLE VI (a “Tax Claim”); provided, that failure to comply with this provision shall not affect ▇▇▇▇▇'s right to indemnification hereunder except to the extent any Seller has been actually prejudiced as a result of such failure or delay. With respect After the Closing, upon the Sellers’ Representative delivery of notice to any the Buyer within 30 days of the Sellers’ Representative’s receipt of written notice of such TaxTax Claim, Seller will the Sellers’ Representative shall have the right, right (at its option and the Sellers’ sole cost and expense, ) to control (in the case of such Tax Claim relating to a Pre-Calculation Date Closing Tax Period) or participate in Period (in the case of other than a Straddle Period); provided, however, that (i) the prosecutioncontrolling party shall keep the non-controlling party reasonably informed and consult in good faith with the non-controlling party with respect to any issue relating to such Tax Claim, (ii) the controlling party shall provide the non-controlling party with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Claim, (iii) the controlling party shall provide the non-controlling party with a copy of, and an opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Claim and (iv) the controlling party may not agree to a settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder thereof without the prior written consent (of the non-controlling party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If (A) the Sellers’ Representative fails to notify the Buyer of Seller. To its election to control such a Tax Claim within 30 days following receipt by the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it Sellers’ Representative of a notice of such Tax Claim or (B) such Tax Claim relates to a Straddle Period, the Buyer shall control such Tax ContestClaim, subject to the foregoing proviso. In the event of a conflict between the provisions of this Section 6.06 and Section 8.05, the provisions of this Section 9.03 6.06 shall governcontrol.

Tax Contests. Purchaser shall inform Seller If, after the Closing Date, Buyer receives notice of the commencement of any audit, examination an audit or proceeding relating in whole administrative or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With judicial Proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to any taxable period ending prior to the Effective Time or any Straddle Period (in each case, a “Tax Contest”), Buyer shall notify Seller within five (5) Business Days of receipt of such Taxnotice; provided, that the failure of Buyer to provide such notice will not relieve Seller will of its obligations under this Agreement except to the extent such failure results in insufficient time being available to permit Seller to effectively defend against or participate in a Tax Contest or otherwise actually prejudices Seller’s ability to defend against or participate in a Tax Contest. Seller shall have the rightright (but not the obligation) to manage, conduct and control any Tax Contest, at its Seller’s sole cost and expense, and may exercise such right by providing written notice to Buyer within fifteen (15) days of receiving notice of such Tax Contest from Buyer. Buyer shall otherwise control any Tax Contest that Seller does not elect to control (pursuant to the preceding sentence. The Party that is in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise control of any proceeding involving Tax Contest pursuant to the Taxterms of this Section 6.6 shall (a) keep the non-controlling Party reasonably informed of the progress of such Tax Contest; (b) permit the non-controlling Party (or the non-controlling Party’s counsel) to participate, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate at the non-controlling Party’s sole cost and expense, in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the applicable Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall Authority; and (c) not settle, consent to the entry compromise and/or concede any portion of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Contest without the prior written consent (of the non-controlling Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser shall inform Seller Buyer agrees to give written notice to the Sellers of the receipt of any written notice by any Acquired Company or Buyer which involves the assertion of any claim, or the commencement of any auditaction, examination or proceeding relating to Taxes, in whole or in part to Taxes for respect of which Seller is responsible to indemnify any Purchaser an indemnity may be sought by a Buyer Indemnified Party pursuant to Article VII (a “Tax Claim”), as promptly as is reasonably practicable but in any event no later than ten (10) Business Days after receiving the written notice of such Tax Claim. Failure to provide timely notice to the Sellers pursuant to this AgreementSection 2.3(e) shall not affect Buyer Indemnified Parties’ right to indemnification hereunder, except to the extent the Sellers are actually prejudiced by such failure. With respect to any such Tax, Seller will have Either of the rightSellers, at its sole election, may control the conduct of such Tax Claim (at the cost of the Sellers); provided, however, that (i) the contest or resolution of any underlying issue of such Tax Claim would not reasonably be expected to have a material and expenseadverse effect on Buyer for any subsequent Tax periods, in which case Buyer (or its agent) shall be entitled to control (participate in the case defense of such Tax Claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Buyer; and (ii) the Sellers shall provide Buyer with a timely and reasonably detailed account of each stage of a Pre-Calculation Date Tax Period) or participate Claim in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlywhich Buyer does not participate, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without obtain the prior written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed) before entering into any settlement of Sellera Tax Claim or ceasing to defend such Tax Claim. To In the extent event (i) that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates neither Seller elects to control, or (ii) of any action relating to Taxes that would reasonably be expected not to give rise to a Tax ContestClaim, the provisions conduct of Section 9.03 any such Tax Claim or action relating to Taxes, as applicable, shall governbe exclusively within the control of Buyer.

Tax Contests. Purchaser shall inform Seller (i) In the event that Buyer receives any written notice of the commencement of any a threatened or pending audit, examination or proceeding other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes or Tax Returns of the Company for any Pre-MSA Tax Period (other than Taxes or Tax Returns governed by Section 6.11(g)(ii)) (each, a “Pre-MSA Tax Contest”), Buyer will promptly notify Seller in whole writing thereof. Seller shall be entitled (but shall not have the duty) to control the defense (at Seller’s own cost and expense) of any Pre-MSA Tax Contest; provided, however, that (i) Buyer shall have the exclusive right to require the Company to make a “push out” election under Section 6226 of the Code (or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With similar state or local law) with respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such MSA Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent the Partnership Tax Audit Rules apply, (ii) Buyer shall have the right to participate in any Pre-MSA Tax Contest and to employ counsel of its choice for such purpose and (iii) Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of compromise or compromise concede any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Pre-MSA Tax Contest without the prior written consent (of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. In the case of any Pre-MSA Tax Contest that Seller has the right to control but does not elect to control pursuant to this Section 6.11(g)(i), Buyer shall control the defense of any such Pre-MSA Tax Contest (at Seller’s sole cost and expense); provided, however, that (i) Seller shall have the right to participate in any such Pre-MSA Tax Contest and to employ counsel of its choice for such purpose and (ii) Buyer shall not settle, compromise or concede any such Pre-MSA Tax Contest that affects Seller without the prior written consent of Seller. To , which consent shall not be unreasonably conditioned, withheld or delayed. (ii) In the extent event that there is ▇▇▇▇▇ receives any written notice of a threatened or pending audit, examination or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes or Tax Returns of the Company for any MSA Straddle Period (each, an inconsistently between Section 11.06 and this Section 9.03 as it relates to a “MSA Straddle Period Tax Contest”), Buyer will promptly notify Seller in writing thereof. Buyer shall have the provisions right to control any such MSA Straddle Period Tax Contest (at its own cost and expense). Seller shall be entitled (at its own cost and expense), but shall not have the duty, to participate in any such MSA Straddle Period Tax Contest and to employ counsel of Section 9.03 its choice for such purpose, and Buyer shall governconsider Seller’s comments with respect to such MSA Straddle Period Tax Contest. (iii) In the event that ▇▇▇▇▇ receives any written notice of a threatened or pending audit, examination or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes or Tax Returns of the Company for any Closing Straddle Period (each, a “Closing Straddle Period Tax Contest”), Buyer will promptly notify Seller in writing thereof. Buyer shall have the right to control any such Closing Straddle Period Tax Contest (at its own cost and expense). Seller shall be entitled (at its own cost and expense), but shall not have the duty, to participate in any such Closing Straddle Period Tax Contest and to employ counsel of its choice for such purpose, and Buyer shall consider Seller’s comments with respect to such Closing Straddle Period Tax Contest.

Tax Contests. Purchaser (a) If any Governmental Entity asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller of provide written notice thereof to the commencement of any audit, examination other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article 7, except to the extent that the other party is prejudiced by such failure. With respect to Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any such Tax, Seller will have correspondence received from the right, at its sole cost and expense, to control Governmental Entity. (in b) In the case of a Pre-Calculation Tax Proceeding of or with respect to (i) any of the Transferred Entities for any taxable period ending on or before the Closing Date (other than a Tax PeriodProceeding described in Section 7.07(d)), for which Sellers may be obligated to indemnify Purchaser Parent under Section 7.02(a) or participate in and (in ii) any of the case of a Straddle Periodmatters subject to indemnification by Sellers pursuant to Sections 7.02(c), 7.02(d) the prosecutionand 7.02(f), settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified the exclusive right to control such Tax Proceeding; provided, however, that (A) if the resolution of such Tax Proceeding could reasonably be expected to have an adverse impact on Purchaser in writing Parent or any of its intention Affiliates (including any Transferred Entity after the Closing), Parent shall keep Purchaser Parent apprised of material developments with respect to, promptly shall respond to control or participate in such Tax Contest. any reasonable requests from Purchaser will (and will cause the Acquired Entity Parent for information relating to) take such , shall consult with Purchaser Parent before taking any significant action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlywith, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress shall include Purchaser Parent in the proceedings and allow Seller to attend any meetings and scheduled calls all conferences with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser relevant taxing authorities relating to, such Tax Proceeding and (B) Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser Parent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment could have an adverse impact on Purchaser Parent or any of its Affiliates (including the Transferred Entities) after the Closing. If Purchaser Parent in good faith determines that Parent has failed to defend diligently any Tax Proceeding with respect to any of Seller. To the extent Transferred Entities that there Parent otherwise is an inconsistently between Section 11.06 and entitled to control pursuant to this Section 9.03 7.07(b), then Purchaser Parent may provide Parent notice of such determination and, if Parent does not take reasonable actions to cure such failure within 15 days after any such notice is provided by Purchaser Parent (or such shorter period as it relates is reasonable taking into account the nature of the relevant Tax Proceeding or other relevant circumstances), Purchaser Parent shall have the exclusive right to a control such Tax ContestProceeding, subject to the provisions of Section 9.03 7.07(c) below. (c) In the case of a Tax Proceeding of or with respect to any of the Transferred Entities for any taxable period (other than a Tax Proceeding described in Sections 7.07(b) or 7.07(d)) for which Sellers may be obligated to indemnify Purchaser Parent under this Article 7, Purchaser Parent shall governhave the exclusive right to control such Tax Proceeding; provided, however, that, to the extent such Tax Proceeding relates to any such indemnification obligation of Sellers under this Article 7 (i) Purchaser Parent shall keep Parent apprised of material developments with respect to, promptly shall respond to any reasonable requests from Parent for information relating to, shall consult with Parent before taking any significant action in connection with, and shall include Parent in all conferences with the relevant taxing authorities relating to, such Tax Proceeding, and (ii) Purchaser Parent shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent such settlement, compromise or abandonment could result in an obligation for which Sellers may be obligated to indemnify Purchaser Parent under this Article 7. (d) Notwithstanding anything to the contrary in this Agreement but subject to Section 7.01(f)(iii), (i) Parent shall have the exclusive right to control in all respects, and neither Purchaser Parent nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of Parent or a member of the Parent Group and (B) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group; and (ii) Purchaser Parent shall have the exclusive right to control in all respects, and neither Parent nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (A) any Tax Return of Purchaser Parent or any of its Subsidiaries (other than the Transferred Entities) and (B) any Tax Return of a consolidated, combined or unitary group that includes Purchaser Parent or any of its Subsidiaries (other than the Transferred Entities).

Tax Contests. Purchaser shall inform Seller (a) If any taxing authority asserts a Tax Claim in respect of the commencement Acquired Companies, then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the other party or parties hereto within fourteen (14) calendar days; provided, however, that the failure of such party to give timely notice shall not relieve the other party of any auditof its obligations under this Article XIV, examination or proceeding relating in whole or in part but the other party’s indemnity obligations shall be reduced (including the complete elimination thereof if applicable), but only to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise extent of any proceeding involving liability under this Article XIV (or any increase thereof) incurred as a result of the Tax, provided that delay or failure to receive such timely notice. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) Seller shall have promptly notified Purchaser in writing of its intention the sole and absolute right to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim contest, litigation or assessment other proceeding involving federal income Taxes of the Acquired Companies for all taxable periods that end on or before the Closing Date. Seller shall have the right to control, any audit, examination, contest, litigation or other proceeding by or against any state and local taxing authority (a “Tax Proceeding”) of the Acquired Companies for any Tax for which taxable period that ends on or before the Closing Date; provided, that Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent compromise or abandon any such Tax Proceeding if such action would reasonably be expected to the entry of have a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder significant adverse impact on Purchaser without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Purchaser shall promptly notify Seller upon receipt by Purchaser or any of its Subsidiaries of notice of any claim, assessment or dispute relating to any Tax Proceeding which Seller is entitled to control under this Section 14.7(b) and shall promptly forward to Seller any communications received from or sent to any taxing authority in connection with any such Tax Proceeding. Notwithstanding Section 14.7(a) and the foregoing provisions of this Section 14.7(b), in the event that Seller is entitled to and does seek Purchaser’s consent to settle a Tax Claim and Purchaser determines that it prefers to pursue the Tax Claim further, Purchaser may take over control of the Tax Claim at its own cost and expense and, to the extent that the amount of the Tax Claim ultimately is determined to be greater than the amount for which Seller was willing to settle, Purchaser shall bear such excess cost. In the event that Purchaser takes over control of a Tax Claim, Seller shall cooperate fully with Purchaser in connection with such Tax Claim (including, if necessary, executing or causing to be executed powers-of-attorney or other documents necessary in order for Purchaser to exercise its control over such Tax Claim) and Purchaser shall then be able to settle such Tax Claim without the consent of Seller. To In the case of a Tax Proceeding for a Straddle Period of the Acquired Companies, Purchaser shall have the right to control such Tax Proceeding; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Seller shall be entitled to receive copies of all correspondence and documents related to such Tax Proceeding, (iii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (iv) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (v) Purchaser 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, (vi) Seller shall be entitled to participate in (but not control) such Tax Proceeding, at its own expense, if such Tax Proceeding could have a significant adverse impact on Seller or any of its Affiliates and (vii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of Seller if such settlement, compromise or abandonment would have a significant adverse impact on Seller or any of its Affiliates. (c) Subject to Sections 14.7(a) and (b), Purchaser shall have the right to control any Tax Proceeding involving the Acquired Companies; provided, however, that Purchaser shall not settle, compromise or abandon any such Tax Proceeding, if such action would reasonably be expected to have a significant adverse impact on Seller, without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding Sections 14.7(a) and (b) or the foregoing provisions of this Section 14.7(c), in the event that Purchaser is entitled to and does seek Seller’s consent to settle a Tax Claim and Seller determines that it prefers to pursue the Tax Claim further, Seller may take over control of the Tax Claim at its own cost and expense and, to the extent that there the amount of the Tax Claim ultimately is an inconsistently between Section 11.06 and this Section 9.03 as it relates determined to be greater than the amount for which Purchaser was willing to settle, Seller shall bear such excess cost. In the event that Seller takes over control of a Tax ContestClaim, Purchaser shall cooperate fully with Seller in connection with such Tax Claim (including, if necessary, executing or causing to be executed powers-of-attorney or other documents necessary in order for Seller to exercise its control over such Tax Claim) and Seller shall then be able to settle such Tax Claim without the provisions consent of Section 9.03 shall governPurchaser.

Tax Contests. Purchaser (a) If any Taxing Authority asserts a Tax Claim relating to any Pre-Closing Period, then the party (including any Subsidiary of such party) receiving any notice related to such Tax Claim shall inform Seller of promptly provide written notice thereof to the commencement of any auditother party or parties hereto. (b) The Sellers shall have the sole right to diligently defend or prosecute, examination at their sole expense, such Tax Claim; provided that (i) the Sellers are obligated (either by the Sellers' written acknowledgment or proceeding relating in whole or in part to Taxes for which Seller is responsible by determination as described below) to indemnify any Purchaser Indemnified Party pursuant to for such Tax Claim under this Agreement. With respect to any such TaxArticle XII, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Periodii) the prosecutionSellers shall not, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of Purchaser (which consent shall not be unreasonably withheld withheld), enter into any compromise or delayedsettlement of such Tax Claim that would result in any Tax detriment to any Tax Indemnitee for any Post-Closing Period unless such position is consistent with positions previously taken by the Limited Companies, APX-Brazil or the APX Continuing Business, and (iii) if a Tax Indemnitee is requested by the Sellers to pay or cause to be paid the Tax claimed and to sue ▇▇▇ a refund, then the Sellers shall advance to the Tax Indemnitee, on an interest-free basis and a Grossed-Up Basis, the amount of Sellerthe Tax claimed. To The Sellers shall keep Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business informed of any developments and events relating to such Tax Claim (including providing Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business with copies of all written materials relating to such Tax Claim), and Purchaser, the Limited Companies, APX-Brazil and the APX Continuing Business shall be entitled, at its own expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. Purchaser, the Limited Companies, APX-Brazil or the APX Continuing Business agrees that it will cooperate with the Sellers and their counsel in the defense or prosecution of any such Tax Claim to the extent that there is reasonably requested by the Sellers in writing. If the Sellers contest their indemnification obligations with respect to any Tax Claim under this Article XII, the Sellers and Purchaser shall undertake in good faith to resolve this issue. If the Sellers and Purchaser are unable to resolve the issue within 10 days, the Sellers and Purchaser shall engage jointly an inconsistently between Section 11.06 independent nationally recognized law firm to determine whether the Sellers' indemnification obligations under this Article XII encompass such Tax Claim. The determination of such law firm shall be final and this Section 9.03 as it relates binding on the parties solely for purposes of determining whether the Sellers shall have the right to defend or prosecute a Tax ContestClaim; provided, however, that if the party against whom the determination is made does not offer the other party the opportunity to control the defense or prosecution of such Tax Claim, the provisions determination shall be final and binding on such party. The fees and other costs charged by such law firm in making such determination shall be paid by the party against whom the determination is made. (c) The Sellers and Purchaser jointly shall defend or prosecute any Tax Claim relating to any taxable period which includes (but does not end on) the Effective Date, with control of Section 9.03 shall govern.the defense or prosecution being undertaken by the party with the greatest amount in interest based upon the amount of Taxes asserted in such Tax Claim. All costs, fees and

Tax Contests. Purchaser shall inform Seller After the Closing Date, except as set forth in this Section 7.2, Buyer (on behalf of the commencement Company) shall control the conduct, through counsel of its own choosing, of any audit, examination claim for refund, or administrative or judicial proceeding relating in whole involving any asserted Tax liability or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With refund with respect to any such Taxthe Company (each a “Tax Contest”). Notwithstanding the foregoing, Seller will have the right, at its sole cost and expense, to control (in the case of a Tax Contest involving any non-Income Tax liability that relates to any Pre-Calculation Date Closing Tax Period or Straddle Period, Seller shall have the right to control the conduct of such Tax Contest; provided, however, that (a) or participate in (in the case of a Straddle Periodany such Tax Contest controlled by Seller, (i) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller Buyer shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will Contest at its own expense and (and will cause the Acquired Entity toii) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent allow the Company to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder otherwise resolve such Tax Contest without the prior written consent (permission of Buyer, which consent shall not be unreasonably withheld withheld, delayed, or conditioned, and (b) in the case of any Tax Contest that is not controlled by Seller pursuant to this Section 7.2, (i) Seller shall have the right to participate in such Tax Contest at its own expense and (ii) Buyer shall not allow the Company to settle or otherwise resolve such Tax Contest without the prior written permission of Seller, which consent shall not be unreasonably withheld, delayed, or conditioned, in each case only to the extent such Tax Contest could result in Seller being liable pursuant to this Agreement. In the case of a Tax Contest involving the Forms 1065, Seller shall take, and cause its Affiliates to take, such actions as are needed to cause the Company to (x) cause Buyer to be designated as the “partnership representative” (as defined in Section 6223(a) of Sellerthe Code) of the Company (including by executing IRS Form 8979 or such successor or similar form or authorization prescribed for such purpose (and any corresponding or similar form required to approve such similar designations under applicable state or local Law) and (y) make a timely “push out” election under Section 6226(a) of the Code (and any corresponding or similar provision of state or local Tax Law) for such taxable year. To the extent that there is an inconsistently between Section 11.06 and The provisions of this Section 9.03 as it relates to a 7.2, rather than those in Section 8.3(a), shall apply in the case of any Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser shall inform Seller From and after Closing: (a) If any Governmental Entity commences a Tax Proceeding of or with respect to any of the commencement Transferred Companies or their respective Subsidiaries (x) that, if pursued successfully by the applicable Governmental Entity, would reasonably be expected to serve as the basis for a claim for indemnification under Article VII or (y) for any Pre-Closing Period or any Straddle Period, then the party to this Agreement first receiving notice of any audit, examination such Tax Proceeding promptly shall provide written notice thereof to the other party or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VII, except to the extent that the other party is prejudiced by such failure. With respect to In the case of any such TaxTax Proceeding described in clause (x) of this Section 7.6(a), Seller will have such notice shall specify in reasonable detail the right, at its sole cost basis for such claim for indemnification under Article VII and expense, to control shall include a copy of the relevant portion of any correspondence received from the Governmental Entity. (in b) In the case of a Pre-Calculation Tax Proceeding of or with respect to any of the Transferred Companies or their respective Subsidiaries for any taxable period ending on or before the Closing Date (other than a Tax Period) or participate Proceeding described in (in the case of a Straddle Period) the prosecutionSection 7.6(d)), settlement or compromise of any proceeding involving the Tax, provided that Seller Parent shall have promptly notified the exclusive right to control the defense of such Tax Proceeding; provided, however, that (x) if the resolution of such Tax Proceeding could reasonably be expected to have a material adverse impact on Purchaser in writing or any of its intention to control Affiliates (including any Transferred Company or participate any Subsidiary thereof after the Closing) in any Post-Closing Period, Parent promptly shall provide written notice of such Tax Contest. Proceeding to Purchaser will (and will cause the Acquired Entity to) take promptly shall respond to any reasonable requests from Purchaser for information relating to such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyTax Proceeding, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser (y) Parent shall not settle, consent to the entry of a judgment of compromise or compromise abandon any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, if such settlement, compromise or abandonment could have a material adverse impact on Purchaser or any of its Affiliates (including the Transferred Companies and their respective Subsidiaries) in any Post-Closing Period. (c) In the case of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestProceeding of or with respect to any of the Transferred Companies or their respective Subsidiaries for any Straddle Period (other than a Tax Proceeding described in Section 7.6(d)), the provisions Controlling Party shall have the right and obligation to control the defense, at its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Section 9.03 each stage of such Tax Proceeding, (ii) the Controlling Party shall govern.consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such 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 attend

Tax Contests. Purchaser shall inform Seller of the commencement of If any audit, examination Governmental Entity makes a claim or commences any proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With with respect to any such Tax, Seller will have Tax Liability of the right, at Company or any of its sole cost and expense, Subsidiaries that relates to control (in the case of a Pre-Calculation Date Closing Period, the resolution of which may reasonably be expected to result in an indemnity payment pursuant to Section 7.1, Buyer shall promptly and in any event no more than ten (10) Business Days following Buyer’s (or any of its Affiliates’, including the Company’s and any of its Subsidiaries’) receipt of notice of such claim, give written notice to Seller of such claim (a “Tax Period) or participate Claim”). Such notice shall set forth the same details applicable to a Claim Notice and also specify in (in reasonable detail the case basis for such Tax Claim and shall include a copy of a Straddle Period) the prosecution, settlement or compromise relevant portion of any proceeding involving correspondence received from the Tax, provided that relevant Governmental Entity. Seller shall have promptly notified Purchaser in writing of its intention the right to control or participate in the defense of such Tax ContestClaim. Purchaser will (and will cause the Acquired Entity to) take such action in connection with Buyer shall not settle any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Claim without the prior written consent of Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed). In the case of any Tax Claim, (i) the Party controlling such Tax Claim shall (A) keep the other Party reasonably informed concerning the progress of Sellerany such Tax Claim, (B) provide the other Party with copies of all material correspondence and other documents relevant to any such Tax Claim and (C) consider in good faith any reasonable comments made by the other Party with respect to any such Tax Claim and (ii) the other Party shall have the right to participate in the defense of any such Tax Claim at its own expense separate from the counsel employed by the party controlling such Tax Claim. To Notwithstanding anything to the contrary in this Agreement, to the extent that there is an inconsistently between Section 11.06 and of any conflict or overlap, the procedures relating to Tax Claims shall be governed exclusively by this Section 9.03 as it relates to a Tax Contest, 5.11(g) and the provisions of Section 9.03 7.2 shall governnot apply.

Tax Contests. Purchaser (a) After the Closing, Parent Indemnitee or Group Company shall inform Seller promptly notify the Securityholders’ Representative in writing of the commencement of any auditTax audit or administrative or judicial proceeding or of any demand or claim on Parent or Group Company which, examination if determined adversely to the taxpayer, would be grounds for indemnification under this Article 9 (a “Tax Contest”); provided, that any delay or proceeding relating in whole failure to give such prompt notification shall not affect Parent Indemnitee or in part Group Company’s right to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party indemnification pursuant to this Agreement. With Section 9.1(b) with respect to such Tax Contest. Such notice shall contain factual information (to the extent known to Parent Indemnitee or Group Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Tax, Seller will have the right, at its sole cost and expense, to control asserted Tax liability. (in b) In the case of a Pre-Calculation Date Tax PeriodContest that relates to (i) a taxable period ending on or participate in before, or that includes, December 31, 2012, or (in ii) any matter which could increase any Parent Indemnitee’s right to be indemnified for Taxes (including pursuant to Section 9.2(b) of this Agreement), the case Securityholders’ Representative shall have the right to control such Tax Contest; provided, however, that (i) such right to control such Tax Contest shall revert to the Parent Indemnitee if the reasonably expected cost of a Straddle Period) the prosecution, any settlement or compromise other resolution of any proceeding involving such Tax Contest would exceed the Taxavailable portion of the Escrow Amount, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause case the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Parent shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder otherwise resolve such Tax contest without the prior express written consent of the Securityholders’ Representative (which consent shall not be unreasonably withheld withheld, conditioned or delayed), and (ii) regardless of such right to control such Tax Contest, no settlement or other resolution of such Tax Contest shall be agreed by the Securityholders’ Representative without the prior express written consent of the Parent Indemnitee (which consent should not be unreasonably withheld, conditioned or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates if such settlement or other resolution would reasonably be expected to materially adversely affect any Parent Indemnitee’s or a Tax Contest, the provisions of Section 9.03 shall governGroup Company’s future tax position.

Tax Contests. Purchaser shall inform Seller (a) If Buyer, the Company or any of the commencement their Affiliates receives notice of any auditdeficiency, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Taxproposed adjustment, Seller will have the rightassessment, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, suit, dispute or other claim with respect to income Taxes or assessment a Flow-Through Tax Return of the Company, in each case, for a Pre- Closing Tax Period (a “Tax Claim”), Buyer shall promptly notify (and, in any event, within thirty (30) days of the receipt of notice of any such Tax Claim) Holdco in writing of such Tax Claim. (b) Holdco may, at its expense, assume and control all Tax Claims and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable Governmental Authority with respect thereto, and may, either pay the Tax claimed and sue for which Seller is responsible and keep Seller informed of progress a refund where applicable Law permits such refund suits or contest each Tax Claim in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is permissible manner; provided that Holdco may not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of settle or compromise any audit, examination asserted liability that would adversely affect the liability for Taxes of Buyer or proceeding relating to Taxes the Company for which it is entitled to indemnification hereunder Post-Closing Tax Periods without the prior written consent of Buyer, which consent shall not be unreasonably, conditioned withheld or delayed. If Holdco elects not to assume control of such Tax Claim, Buyer shall assume control of such Tax Claim; provided that (i) Buyer may not settle or compromise any asserted liability that would adversely affect the liability for Taxes of any Seller or the Company for any Pre-Closing Tax Period without the prior written consent of Holdco, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed and (ii) Holdco may participate in the Tax Claim, at the cost of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governHoldco.

Tax Contests. Purchaser (a) After the Closing, if any Taxing Authority asserts a Tax Claim, then the party to this Agreement first receiving notice of such Tax Claim promptly shall inform Seller provide written notice thereof to the other party or parties to this Agreement; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article IX, except to the extent that the other party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the commencement relevant portion of any audit, examination or proceeding relating in whole or in part correspondence received from the Taxing Authority. (b) In the case of a Tax Proceeding that relates to Taxes of the Company or USIS for which Seller is responsible to indemnify any Purchaser Indemnified Party liable pursuant to this Agreement. With respect to any such TaxSection 9.1(a), Seller will shall have the right, at its sole own cost and expense, to participate in and control (the conduct of such Tax Proceeding in all respects; provided, however, that Buyer shall be entitled to participate, at its own cost and expense, in the case conduct of a Pre-Calculation Date such Tax Period) or participate in (in the case of a Straddle Period) the prosecutionProceeding; and provided, settlement or compromise of any proceeding involving the Taxfurther, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent compromise or abandon (or allow any of its Affiliates to the entry of a judgment of settle, compromise or compromise abandon) any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Proceeding without obtaining the prior written consent of Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) if such settlement, compromise or abandonment could have a material adverse impact on Buyer or any of Sellerits Affiliates (including, after the Closing, the Company and USIS) for any Post-Closing Tax Period. To If Seller does not assume the extent defense of any Tax Claim within fifteen (15) days of the day it is notified of such Tax Claim, Buyer may, at its option, defend the same in such manner as it may deem appropriate; provided, however, that there is an inconsistently between Section 11.06 Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and, at its option, Seller may participate in such Tax Claim at its own cost and expense with counsel of its own choosing and no Tax Contest shall be settled without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Except as otherwise provided in this Section 9.03 as it relates 9.5(b), Buyer shall have the exclusive right to control, at its own cost and expense, any Tax Proceeding of or with respect to the Company or USIS and, for the avoidance of doubt, Seller shall not have any liability with respect to such Tax Proceeding. In the event of a Tax ContestProceeding that involves issues relating to Taxes of the Company or USIS for which Seller is liable pursuant to Section 9.1(a) that also involves separate issues relating to Taxes for which Seller is not liable pursuant to Section 9.1(a), Buyer shall have the provisions right, at its cost and expense, to control the Tax Proceeding, but only with respect to the latter issues. (c) Neither Buyer, on the one hand, nor Seller (or any of Section 9.03 its Affiliates), on the other hand, shall governenter into any compromise or agree to settle any claim pursuant to any Tax Proceeding which would adversely affect the other party for such year or a subsequent or prior year without first obtaining the written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed.