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. The Sellers’ Representative shall promptly notify Purchaser shall inform upon receipt by any Seller of or the commencement Sellers’ Representative of any auditwritten notice of any inquiries, examination claims, assessments, audits or proceeding relating in whole or in part similar events with respect to Taxes for which Seller is responsible 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 Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Sellers’ Representative may elect to have sole control of the conduct of any Tax Matter with respect to a Pre-Closing Tax Period) or participate in (in the case of a Straddle Period) the prosecution, including any settlement or compromise of any proceeding involving thereof, provided, however, that neither the Tax, provided that Seller Sellers nor the Sellers’ Representative shall have promptly notified Purchaser in writing of its intention to control settle or participate in 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 Matter without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, delayed or delayed) conditioned. If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of Sellerall correspondence with the applicable Governmental Entity, and Purchaser shall not settle or compromise such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. To Except as otherwise provided in this Section 8.4, Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund or amend or file any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that there is an inconsistently between Section 11.06 any such matter could result in the liability of Sellers under this Agreement, Purchaser shall not take such action without the approval of Sellers’ Representative, which shall not be unreasonably withheld, delayed or conditioned. Any refunds of Taxes received with respect to any Pre-Closing Tax Periods shall be for the benefit of the Sellers and this Section 9.03 as it relates shall be paid to a Tax Contest, the provisions Sellers’ Representative for disbursement to the Sellers within 5 days of Section 9.03 shall governreceipt of such funds.

Tax Contests. Purchaser shall promptly inform Seller WCG of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is Parties are responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller to the extent within the power of Purchaser, using commercially reasonable efforts, WCG 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, including the determination of the value of property for purposes of real and personal property ad valorem Taxes, provided that Seller WCG shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contestproceeding. Purchaser will (and will will, to the extent within the power of Purchaser, using commercially reasonable efforts, cause the each Acquired Entity to) take Purchase and Sale Agreement – WCG such action in connection with any such proceeding that Seller WCG reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Notwithstanding the foregoing, Purchaser will be entitled to participate in any proceeding involving a Pre-Calculation Date Tax Period, and WCG will not settle any proceeding without Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Purchaser will (and will will, to the extent within the power of Purchaser, using commercially reasonable efforts, cause the each Acquired Entity to) inform Seller WCG promptly, and send Seller WCG copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is Parties are responsible and keep Seller WCG informed of progress in the proceedings and allow Seller WCG to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller WCG is not controlling the proceedings. WCG will have an obligation to keep Purchaser shall not settle, consent similarly informed about proceedings that it controls and diligently prosecute such proceedings. Failure to give any notice or keep the other Party informed will reduce Seller Parties’ indemnification obligation pursuant to this Agreement only to the entry extent Seller Parties are actually prejudiced by the failure. If notice is given to WCG of a judgment the commencement of or compromise any such audit, examination or proceeding relating and WCG does not, within ten (10) Business Days after Purchaser’s notice is given, give notice to Taxes Purchaser of its election to assume or participate in the defense thereof or if WCG fails to diligently prosecute the defense of any Tax proceeding for which it is entitled has elected to indemnification hereunder without assume or participate in the prior written consent (which consent defense, WCG shall not be unreasonably withheld bound by any determination made in such audit, examination 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 governproceeding or any compromise or settlement thereof effected by Purchaser.

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 The Parent shall inform Seller of promptly notify 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 Holder Representative in writing of any matter which may give rise to a claim for indemnification against the Holders in respect of Taxes pursuant to Section 12.2(b) upon receiving written notice of such matter; provided, however, that failure of the Parent to give the Holder Representative notice as provided herein will not relieve the Holders of their indemnification obligations under Section 12.2 (b), except as to the extent that the Holders are materially prejudiced by the Parent’s failure to give such prompt notice. The Holder Representative shall be entitled to manage, conduct and control any Tax audits, examinations, appeals, litigation, or other Tax proceedings relating to Tax items and issues of the Company for which the Holders are required to indemnify Parent under Section 12.2(b) (each, a “Tax Contest”), unless such Tax Contest arises in a proceeding that also involves Tax items or issues of the Parent or any of its intention Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for taxable periods ending after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. In any event, the Parent shall have the right to control participate in, and consult with the Holder Representative regarding, any Tax Contest described in this paragraph that may affect the Surviving Entity for any periods ending after the Closing Date at the Parent’s own expense, and the Holder Representative shall keep the Parent reasonably informed of material developments in such Tax Contest and provide the Parent with copies of any written correspondence from or participate in to the relevant Tax Authority with respect to such Tax Contest. Purchaser Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Holder Representative pursuant to this paragraph and which could reasonably be expected to increase any Taxes of the Surviving Entity in any taxable period or portion thereof ending after the Closing Date, may only be with the written consent of the Parent, which consent will (and will cause not be unreasonably withheld, conditioned or delayed. In cases where the Acquired Entity to) take such action in connection with Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, 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 prior written consent (of the other party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. In no event shall the Parent be entitled to settle or concede, either administratively or after the commencement of litigation, any Tax Contest relating to Taxes for which the Holders are required to indemnify Parent under Section 12.2(b) unless (i) the Holder Representative consents (in writing) to such settlement or concession, which consent will not be unreasonably withheld, conditioned or delayed or (ii) the Parent agrees to waive its right to be indemnified for the issue being conceded or settled. In the event of Seller. To a conflict 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 Contest8.4 and Article XII, the provisions of this Section 9.03 8.4 shall governcontrol.

Tax Contests. Purchaser Buyer shall inform notify the Seller in writing upon receipt by Buyer of any written notice from a Governmental Entity of an audit, contest, examination, litigation or other controversy with respect to Taxes of the commencement Company or any of any audit, examination or proceeding relating in whole or in part its Subsidiaries which may give rise to a claim for Taxes for which the Seller may have an indemnification obligation (each, a “Tax Contest”); provided that any failure by Buyer to so notify the Seller shall not relieve the Seller of its indemnification obligations hereunder unless and to the extent that the Seller is responsible materially and adversely prejudiced thereby. Except as provided in the next sentence, the Seller, at its own expense, shall be permitted to indemnify participate in, but not control, any Purchaser Indemnified Party pursuant Tax Contest and Buyer shall not settle or otherwise compromise any Tax Contest if such settlement or compromise would result in an indemnification obligation of the Seller without the prior written consent of the Seller, such consent not to this Agreementbe unreasonably withheld, conditioned or delayed. With respect to any such Taxthe ongoing sales and use Tax audit of the Company by the taxing authority of the State of Texas for the period January 1, 2014 through April 30, 2017 that is disclosed in Schedule 2.11(d) of the Company Disclosure Letter, (the “Texas Audit”), Buyer and Seller will have agreed that (i) Seller shall (1) continue to control the rightTexas Audit after the Closing Date until the Texas Audit is completely and finally resolved, (2) periodically consult with the Buyer with respect to, and apprise Buyer of the status of, the Texas Audit, (3) permit the Buyer, at its sole cost and own expense, to control participate in, but not control, the Texas Audit, and (in 4) have the case authority to settle or otherwise compromise the Texas Audit with the consent of a Pre-Calculation Date Tax PeriodBuyer, which shall not be unreasonably withheld, conditioned or delayed (and for the avoidance of doubt, Buyer’s inability to pay or cause to be paid Taxes due pursuant to the following clause (ii) shall not be reasonable grounds to withhold consent), (ii) Buyer shall, or participate in (in shall cause the case of a Straddle Period) Company to, timely pay the prosecution, settlement or compromise full amount of any proceeding involving Taxes due to the Tax, provided that Seller shall have promptly notified Purchaser in writing taxing authority of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action State of Texas in connection with any such proceeding settlement or compromise, provided that the principal amount of the Note shall be reduced by an amount equal to the amount of Pre-Closing Taxes that Buyer and Seller have agreed that Seller reasonably requestswould be liable for in connection with such settlement or compromise pursuant to Section 9.1(a)(v) (or if the principal amount of the Note has been reduced to zero (0), including Seller shall pay such Pre-Closing Taxes to the selection taxing authority of counsel the State of Texas subject to the same limitations set forth in Article 9 (other than Sections 9.2(f), 9.4 and experts and 9.5) that are applicable to Indemnifiable Damages under Section 9.1(a)(v)); provided, further, that in the execution of powers of attorney. Purchaser will (and will event that Buyer does not timely pay, or cause the Acquired Entity toCompany to timely pay, the amount due pursuant to the foregoing clause (ii) inform before the last date under the assessment, agreement or other demand for payment before additional amounts of interest or penalties are imposed (the “Texas Audit Due Date”), Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment shall no longer be liable to Buyer for any Tax for which Seller is responsible amount of such additional interest and keep Seller informed penalties accruing or assessed after the Texas Audit Due Date, regardless of progress whether such amounts would otherwise constitute Pre-Closing Taxes under this Agreement and (iii) in the proceedings event that the timely payment of Taxes by the Texas Audit Due Date pursuant to clause (ii) has been satisfied, then Buyer and allow Seller agree that the procedural requirements of Sections 9.2(f), 9.4 and 9.5 with respect to attend Indemnifiable Damages shall not apply. This Section 6.10(b) shall not apply to any meetings and scheduled calls with the Governmental Authorities Tax Contest (other than, 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 Contestapplicable, the provisions of Section 9.03 shall governTexas Audit) which constitutes a Voluntary Disclosure Filing.

Tax Contests. Purchaser Buyer shall inform Seller of promptly notify the commencement Members’ Representative upon the receipt of any auditnotice, or becoming aware, of any audit or other similar examination or proceeding relating in whole or in part with respect to any Taxes for which Seller is responsible the Members would reasonably be expected to indemnify any Purchaser Indemnified Party be liable pursuant to this Agreement. With , including with respect to any Pre-Closing Tax Period (a “Tax Contest”); provided, that no failure or delay of Buyer in providing such Taxnotice shall reduce or otherwise affect the obligations of the Members pursuant to this Agreement, Seller will except to the extent that the Members’ Representative demonstrates that the defense of such Tax Contest is prejudiced by such failure or delay. Buyer shall control, or cause the Company to control the conduct of any Tax Contest; provided, that if a Tax Contest relates solely to a Pass-Through Return, the Members’ Representative shall have the rightright to assume control, at Members’ expense, of such Tax Contest if (x) within fifteen (15) days of receiving notice of the Tax Contest the Members’ Representative notifies Buyer of its intent to take control of such Tax Contest and (y) the resolution of such Tax Contest could not have a material adverse effect for the Company in a taxable period (or portion thereof) beginning after the Closing Date (as reasonably determined by Buyer); provided, further, that (i) Buyer, at its sole cost and expense, shall have the right to participate in any such Tax Contest and (ii) the Members’ Representative shall not settle any such Tax Contest without Buyer’s written consent, not to be unreasonably withheld, conditioned or delayed. If the Members’ Representative does not elect to control (in the case of such Tax Contest, or for any other Tax Contest that relates to a Pre-Calculation Date Closing Tax Period) or , Buyer shall control such Tax Contest; provided, that the Members’ Representative, at the Members’ cost and expense, shall have the right to 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 In the Acquired Entity toevent of any conflict between the provisions of this Section 6.7(d) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution provisions 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 Contest10.6, the provisions of this Section 9.03 6.7(d) shall governcontrol.

Tax Contests. If, subsequent to the Closing, the Purchaser or a Related Purchaser Party receives notice of any inquiries, claims, assessments, audits or similar events with respect to any Seller Taxes (other than Taxes of the Partnership) (a “Tax Contest”), then promptly after receipt of such notice, the Purchaser shall inform Seller the Sellers of such notice; provided, however, that failure to comply with this provision shall not affect the commencement Purchaser’s right to indemnification hereunder except if, and only to the extent that, as a result of any auditsuch failure, 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 Agreementthe Sellers were actually prejudiced. With respect to any such Tax, Seller will The Sellers shall have the right, at its sole cost and expense, right to control the conduct and resolution of (in 1) any Tax Contest relating to the case of Subject Entities’ and the Seller’s Income Tax liabilities attributable solely to a Pre-Calculation Date Closing Tax Period, and (2) any other Tax Contest that relates solely to Seller Taxes; provided, however, that the Sellers shall notify the Purchaser in writing and keep the Purchaser apprised of the status of same. The Purchaser shall have the right to participate in any Tax Contest controlled by the Sellers at its own expense. The Sellers shall not settle or compromise any Tax Contest (other than Tax Contests relating to the Subject Entities’ or the Seller’s Income Tax liabilities attributable solely to a Pre-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 the Purchaser, which consent shall not be unreasonably withheld delayed, conditioned or delayed) withheld. The Purchaser shall control the conduct and resolution of Sellerall other Tax Contests that relate to a Pre-Closing Tax Period; provided, however, that the Purchaser shall notify the Sellers in writing and keep the Sellers apprised of the status of same. The Sellers shall have the right to participate in any such Tax Contest that related to a Pre-Closing Tax Period controlled by the Purchaser at their own expense. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it such Tax Contest relates to a Tax ContestSeller Taxes, the provisions Purchaser shall not settle or compromise any Tax Contest without the prior written consent of Section 9.03 the Sellers, which consent shall governnot be unreasonably delayed, conditioned or withheld.

Tax Contests. Purchaser IDB Buyer, at its own expense, shall inform have the right to control and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (each such audit or proceeding, a “Tax Contest”) relating to any Pre-Closing Tax Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller of its intent to control such Tax Contest within 15 days of receiving notice of such Tax Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the commencement Tax liability or attributes of any audit, examination Seller or proceeding relating in whole or in part to Taxes for which its Affiliates (including the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this AgreementRetained Subsidiaries). With respect to any such Tax, Tax Contest controlled by IDB Buyer pursuant to this Section 5.7(d) that could reasonably be expected to affect the Tax liability or attributes of Seller will have the right, at or its sole cost and expense, to control (Affiliates in the case of a PrePost-Calculation Date Closing Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the TaxIDB Buyer shall not, 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 Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by Seller and (b) without the prior written consent of IDB Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of Seller. To the Seller Indemnified Parties pursuant to Section 5.7(h) and (ii) IDB Buyer has acknowledged in writing that any Taxes payable to Seller or its Affiliates in connection with such Tax Contest will result in indemnification of the Seller Indemnified Parties to the extent that there is such Taxes otherwise would give rise to an inconsistently between indemnification payment pursuant to Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern5.7(h).

Tax Contests. Purchaser Buyer shall inform Seller notify the Sellers’ Representative within thirty (30) calendar days upon the receipt of any notice, or becoming aware, of any audit or other similar examination with respect to Taxes of the commencement Company or HSW for any Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period) (a “Tax Contest”); provided, that no failure or delay of Buyer in providing such notice shall reduce or otherwise affect the obligations of the Sellers’ Representative pursuant to this Agreement, except to the extent that the Sellers are materially and adversely prejudiced as a result of such failure or delay. Buyer shall control, or cause the Company or HSW, as applicable, to control the conduct of any auditTax Contest; provided, examination or proceeding relating in whole or in part that if a Tax Contest relates solely to Taxes for which Seller is Sellers would be responsible under Section 10.1(a)(iii), the Sellers’ Representative shall have the right to indemnify assume control of such Tax Contest; provided, further, that (i) Buyer, at its own cost and expense, shall have the right to participate in any Purchaser Indemnified Party pursuant to this Agreement. With such Tax Contest and the Sellers’ Representative shall cooperate with Buyer with respect to any such Taxparticipation by Buyer, Seller will have and (ii) the rightSellers’ Representative shall not settle or dispose of any such Tax Contest without Buyer’s written consent, at its sole cost and expensenot to be unreasonably withheld, conditioned or delayed. If the Sellers’ Representative does not elect to control (in the case of such Tax Contest, or for any other Tax Contest that relates to a Pre-Calculation Date Closing Tax Period) Period for which the Sellers may be liable for the Taxes thereunder or participate in (in any Tax Contest the case settlement of a Straddle Period) which could otherwise adversely affect the prosecutionSellers, settlement or compromise of any proceeding involving the Tax, provided that Seller Buyer 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 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 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) of Seller. To the extent that there is an inconsistently between Section 11.06 and in carrying out their responsibilities under this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern6.1(a).

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 is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestresults from the resolution of any such suit, the provisions of Section 9.03 shall governaction or proceeding.

Tax Contests. Purchaser shall inform Seller If, following the Closing Date, the Buyer or any of the commencement its affiliates receives from any tax authority written notice of any claim, audit, examination or proceeding relating in whole with respect to taxes (a “Tax Contest”) with respect to which the Sellers may reasonably have any liability for pre-Closing taxes (including pursuant to any indemnification provisions under this Agreement) or in part to Taxes for which Seller is responsible the Sellers or any direct or indirect equity holder thereof may have liability on a flow-through basis, the Buyer shall promptly provide a copy of such notice to indemnify any Purchaser Indemnified Party pursuant to this Agreementthe Sellers. With respect to any such Tax, Seller will The Sellers shall have the right, at its sole cost and their expense, to control (in control, manage and be responsible for any Tax Contest to the case of extent that such Tax Contest relates to a Pre-Calculation Date Closing Tax Period. The Buyer may, at the Buyer’s expense, participate in such Tax Contest and the Sellers shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Buyer, which consent will not be unreasonably withheld, conditioned or delayed. The Sellers shall keep the Buyer informed of the progress of all such Tax Contests and shall provide the Buyer with copies of all written communications with any taxing authority related to such Tax Contests. the Buyer shall, at its expense, control, manage and be responsible for any Tax Contest that is not controlled by the Sellers. To the extent any such Tax Contest controlled by the Buyer could result in a liability of the Sellers for pre-Closing taxes (including pursuant to any indemnification provisions under this Agreement) or participate could result in a liability of the Sellers or any direct or indirect equity holder of the Sellers on a flow-through basis, (in the case of a Straddle Periodi) the prosecutionSellers may, settlement or compromise of any proceeding involving at the TaxSellers’ expense, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will , (ii) the Buyer shall keep the Sellers informed of the progress of such Tax Contest and will cause shall provide the Acquired Entity to) take such action in connection Sellers with copies of all written communications with any taxing authority related to such proceeding that Seller reasonably requests, including Tax Contest and (iii) 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 Buyer 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 otherwise resolve such Tax Contest without the prior written consent (of the Sellers, which consent shall will 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 IDB Buyer, at its own expense, shall inform have the right to control and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (each such audit or proceeding, a "Tax Contest") relating to any Pre-Closing Tax Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller of its intent to control such Tax Contest within 15 days of receiving notice of such Tax Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the commencement Tax liability or attributes of any audit, examination Seller or proceeding relating in whole or in part to Taxes for which its Affiliates (including the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this AgreementRetained Subsidiaries). With respect to any such Tax, Tax Contest controlled by IDB Buyer pursuant to this Section 5.7(d) that could reasonably be expected to affect the Tax liability or attributes of Seller will have the right, at or its sole cost and expense, to control (Affiliates in the case of a PrePost-Calculation Date Closing Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the TaxIDB Buyer shall not, 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 Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by Seller and (b) without the prior written consent of IDB Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of Seller. To the Seller Indemnified Parties pursuant to Section 5.7(h) and (ii) IDB Buyer has acknowledged in writing that any Taxes payable to Seller or its Affiliates in connection with such Tax Contest will result in indemnification of the Seller Indemnified Parties to the extent that there is such Taxes otherwise would give rise to an inconsistently between indemnification payment pursuant to Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern5.7(h).

Tax Contests. Purchaser shall inform and the Seller of agree to cooperate and to cause their Subsidiaries to cooperate with each other 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 to this Agreement. With respect to any such Tax, Seller will have extent reasonably required after the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Closing 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 Actions conducted by a Tax Authority relating to any Taxes with respect to or in relation to Genzyme Genetic Counseling, G-Path or any other Transferred Asset for a Pre-Closing Tax Period (each a “Tax Contest”). Promptly (but no more than 20 days) after Purchaser or any of its Affiliates receives notice of any Tax Contest, Purchaser shall notify the Seller in writing (which notice shall include copies of any notices, correspondence and any other documents received by the Purchaser or its Affiliates with respect to such proceeding that Tax Contest) of the Tax Contest. If the Seller’s Tax liability or rights to the refunds (or the liability or rights of the Selling Persons) could be affected by the Tax Contest or if the Seller reasonably requestscould have an indemnification obligation under this Agreement, including the selection Seller shall have the sole right to conduct, control, defend, settle or compromise the defense of counsel the Tax Contest at its own expense, whether the Tax Contest began before or after the Closing, and experts and Purchaser shall provide the execution of Seller with all necessary powers of attorneyattorney and other necessary documents and assistance to allow the Seller to effectively conduct and control such defense. Purchaser will (and will cause Notwithstanding anything to the Acquired Entity to) inform contrary in this Agreement, the Seller promptly, and send shall have the exclusive right to control all matters relating to a Selling Person’s Consolidated Return. The Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment shall not be responsible 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 Taxes to the extent Seller is not controlling the proceedings. attributable to any action taken by Purchaser shall not settle, consent or its Affiliates with respect 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 Tax Contest without the prior Seller’s written consent (which consent consent. This Section 11.7 shall not be unreasonably withheld or delayed) govern the control of Seller. To the extent that there is an inconsistently between Tax Contests, rather than Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern13.5.

Tax Contests. Purchaser (i) The Seller Representative or the Purchaser, as applicable, shall inform Seller notify the other Party in writing of becoming aware of the commencement after the Closing Date of any auditaudit or administrative or judicial proceeding (a “Tax Contest”), examination or proceeding of any demand or claim on the Purchaser or any of its Affiliates, including the Company, which could give rise to a claim for indemnification under Section 7.1(e) relating in whole to or in part to arising from Taxes for which a Pre-Closing Tax Period or a Straddle Period (a “Tax Indemnification Event”). Such notice shall contain factual information (to the extent known to the recipient party) with respect to the Tax Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect thereof. If there is a Tax Indemnification Event relating to income Taxes solely with respect to a Pre-Closing Tax Period, then the Seller is responsible Representative shall have the right to indemnify any assume the defense of such Tax Contest; provided, the Seller Representative shall (A) acknowledge in writing that such Taxes are within the scope of the indemnification obligations set forth in Section 7.1(e), (B) appoint a recognized and reputable counsel reasonably acceptable to the Purchaser Indemnified Party in connection with such defense, and (C) notify the Purchaser of its intent to assume the defense of such Tax Contest within ten (10) days of receipt of the notice of the Tax Indemnification Event relating to such Tax Contest; provided, further, that if the Seller Representative elects to assume the defense of a Tax Contest pursuant to this Agreement. With respect Section 4.3(i)(i), the Purchaser shall be entitled 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 Contest (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 Representative shall not settle, consent to the entry of a judgment of abandon 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 (of the Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Additionally, for any notice of final partnership adjustment received by the Company with respect to which an “imputed underpayment” (within the meaning of Section 6225(b) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax ContestCode) may be determined, the provisions Seller Representative shall cause the Company to timely make the election pursuant to Section 6226 of the Code and timely file or otherwise provide all required reports and statements, and otherwise take any other action, required by Section 9.03 shall govern6226 of the Code and the Treasury Regulations promulgated thereunder to push out the Tax adjustments or “imputed underpayment” to the Seller Parties.

Tax Contests. Purchaser shall inform or the Company, on the one hand, and the Seller Representative on behalf of the commencement Sellers, on the other hand, shall notify each other within ten (10) days of either (a) their receipt of any notice of any Tax audit, assessment, adjustment, examination or proceeding with respect to Taxes relating to a taxable period ending on or prior to the Closing Date or to a Straddle Period (“Tax Contest”) or (b) their receipt of a written notice threatening any Tax Contest, in either case relating in whole or in part to Taxes for which Seller is responsible to indemnify any of the Purchaser Indemnified Party pursuant Parties may be entitled to this Agreementindemnification from the Sellers hereunder. With respect to any such Tax, Seller will Purchaser shall have the right, 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 Sellers shall bear the expense of any third-party advisors engaged in connection therewith, which advisors shall be mutually agreeable to Purchaser and the Seller Representative) to control the conduct and resolution of any such Tax Contests with respect to the Company; provided, however, that the Seller Representative shall have promptly notified Purchaser in writing of the right (at its intention expense) to control or participate in the conduct of such Tax Contest (including the right to receive copies of all related correspondence, the right to review and comment to all responses, protests and other submissions, and the right to attend meetings with any Tax authority) as long as the Seller Representative delivers to the Purchaser the Seller Representative’s written acknowledgment of the Sellers’ obligation to indemnify the Purchaser Indemnified Parties with respect to such Tax Contest. Notwithstanding any failure of the Seller Representative to exercise such right, Purchaser will (and will cause shall keep the Acquired Entity to) take such action in connection with any such proceeding that Seller Representative 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 all developments on a timely basis 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 agree to the entry of a judgment of settle any Tax liability or compromise any audit, examination or proceeding relating claim with respect to Taxes involving the Company, which settlement or compromise could reasonably be expected to adversely affect the Sellers’ liability for which it is entitled to indemnification hereunder for Taxes hereunder, without the prior written consent of the Seller Representative (which consent shall may not be unreasonably withheld or delayed) ). The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of Sellerany Tax Contest to the extent that such Tax Contest could affect a liability of such other parties (including indemnity obligations hereunder). To the extent that there is an inconsistently of any conflict between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of this Section 9.03 8.5 and Section 9.4, this Section 8.5 shall govern.

Tax Contests. Purchaser shall inform Seller If any Governmental Body issues the Company (A) a written notice of the commencement of any audit, examination its intent to audit or proceeding relating in whole or in part conduct another Proceeding with respect to Taxes for which any taxable period ending on or before the Closing Date or any Straddle Period or (B) a written notice of deficiency for Taxes for any taxable period ending on or before the Closing Date or any Straddle Period, Buyer shall notify Seller is responsible to indemnify any Purchaser Indemnified Party of its receipt of such communication from the Governmental Body within thirty (30) days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Seller pursuant to this AgreementAgreement unless such failure or delay materially impacts Seller’s ability to defend against an action by any Governmental Body. With respect Seller shall control the conduct of any audit or other Legal Proceeding relating to any such TaxTaxes of the Company (a “Tax Contest”) to the extent it relates solely to a Pre-Closing Tax Return; provided, Seller will have the righthowever, that Buyer, at its sole cost and expense, shall have the right 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 Buyer shall control, or cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsCompany to control, 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, conduct 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 it relates solely to a Straddle Tax Return; provided, however, that Seller, at its sole cost and expense, shall have the proceedings. Purchaser right to participate in any such Tax Contest, and Buyer shall not, and shall not allow the Company, to settle, consent to the entry of a judgment of resolve or compromise abandon 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 Seller, 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 of the commencement The Parties agree to give prompt notice to each other of any audit, examination examination, proposed adjustment, notice of deficiency, or notice regarding the assessment or proposed collection of Taxes of the Company with respect to any Pre-Closing Tax Period, Straddle Period or any matter that gives rise to a claim under Article 12. Buyer agrees to give or to cause Xxxxx-Xxxxx to give prompt notice to Seller of any audit, examination, proposed adjustment, notice of deficiency, or other notice regarding the assessment or proposed collection of Taxes of the Company Predecessor. Seller shall have the right to control the conduct of any audit or proceeding with respect to the Taxes of Seller, the Company Predecessor or a Pre-Closing Tax Period for which any Buyer Indemnitees are entitled to indemnification (a “Pre-Closing Tax Proceeding”); provided that: (i) Seller shall keep Buyer informed regarding the progress and substantive aspects of such Pre-Closing Tax Proceeding, (ii) Buyer shall be entitled to participate in such Pre-Closing Tax Proceeding, including having an opportunity to comment on any written materials prepared in connection with such Pre-Closing Tax Proceeding and to attend any conferences relating in whole thereto and (iii) if the results of such Pre-Closing Tax Proceeding (other than a proceeding relating to the Taxes of Seller) could reasonably be expected to have an adverse effect on Buyer, the Company or in part to Taxes any of their Affiliates for any Post-Closing Tax Period or for which Seller is responsible not liable to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to hereunder, Seller shall not compromise or settle 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 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 Proceeding without the obtaining Buyer’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed. In the event that Seller does not provide Buyer with a written election to control such a Pre-Closing Tax Proceeding within thirty (30) days after receiving notice thereof, Buyer shall control such proceeding. Buyer shall have the right to control any proposed adjustment to Taxes of the Company with respect to any Straddle Period or any other matter that could give rise to a claim relating to a Post-Closing Tax Period under Sections 11.1, 11.2, 11.3, or 11.4 (a “Post-Closing Tax Proceeding”), provided that if a Buyer Indemnitee is entitled to indemnification with respect to such Post-Closing Tax Proceeding, then (i) Buyer shall keep Seller informed regarding the progress and substantive aspects of such Post-Closing Tax Proceeding, (ii) Seller shall be entitled to participate in such Post-Closing Tax Proceeding, including having an opportunity to comment on any written materials prepared in connection with such Post-Closing Tax Proceeding and to attend any conferences relating thereto and (iii) Buyer shall not compromise or settle any such Pre-Closing Tax Proceeding without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed. To the extent that there is an inconsistently a conflict between Section 11.06 and the provision of this Section 9.03 as it relates to a Tax Contest11.6 and Section 12.2, the provisions of this Section 9.03 11.6 shall governcontrol.

Tax Contests. Purchaser shall inform Seller of Within ten (10) days after Buyer or the commencement Company receives written notice of any auditTax contest, examination audit or other proceeding relating in whole to any Taxes or in part to Taxes Tax Returns for a Pre-Closing Period or for which Seller is responsible to indemnify any Purchaser Indemnified Party Sellers have an indemnification obligation pursuant to this Agreement. With respect to any such TaxAgreement (each a “Tax Contest”), Seller Buyer 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 notify Sellers’ Representative in writing of its intention to control or participate in such Tax Contest. Purchaser will The Sellers’ Representative shall have thirty (30) days after the receipt of such notice to elect to undertake, conduct and will cause control (through counsel of their own choosing and at its own expense) the Acquired Entity to) take such action settlement or defense thereof, and Buyer and the Company and their respective affiliates shall cooperate in connection with therewith as reasonably requested by the Sellers’ Representative. If within thirty (30) days after the receipt of Buyer’s notice the Sellers’ Representative does not notify Buyer that Sellers elect to undertake the defense thereof, or give such notice and thereafter fail to contest such claim in good faith, Buyer shall have the right to contest, settle or compromise such claim; provided, however, that none of the Buyer or the Company shall pay or 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 without the prior written consent (of Sellers’ Representative, which consent shall not be unreasonably withheld or delayed) . Buyer shall have the right to participate in any Tax Contest which would have the effect of Seller. To increasing the extent Tax Liability of Buyer or the Company for any Tax period ending after the Closing Date, and Sellers shall not settle or compromise any such Tax Contest without Buyer’s prior written consent, which consent will not be unreasonably withheld or delayed; provided, further, that there is an inconsistently between Section 11.06 and this Section 9.03 Buyer shall consent to any settlement or compromise if Sellers fully indemnify Buyer for any increase in the Tax Liability of Buyer or the Company as it relates to a Tax Contest, result of such settlement or compromise after the provisions of Section 9.03 shall governClosing.

Tax Contests. (a) If any Governmental Authority (i) issues to the Company a notice of its intent to audit or conduct another Action by or against any Governmental Authority with respect to Taxes or Tax Returns of the Company for any Pre-Closing Tax Period or Straddle Period (a “Tax Proceeding”), (ii) issues to the Company a notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, or (iii) asserts a Tax claim in respect of the Company for a Pre-Closing Tax Period or Straddle Period, Purchaser shall inform provide written notice thereof to the Seller within fourteen (14) calendar days of receipt. (b) Seller shall have the commencement of right to control any auditTax Proceeding to the extent it relates to any Pre-Closing Tax Period provided that prior to taking control, examination or proceeding relating Seller first verifies to Purchaser in whole or writing that the Seller has agreed in part to Taxes for which Seller is responsible writing to indemnify any the Purchaser Indemnified Party pursuant to this Agreement. With Parties and the Company hereunder with respect to any Taxes and Losses related to the matter underlying such TaxTax Proceeding. If the Seller elects to control a Tax Proceeding for a Pre-Closing Tax Period, Seller will shall notify Purchaser of such intent within ten (10) Business Days of receiving notice of such Tax Proceedings, Purchaser shall promptly complete and execute, and promptly cause the Company, to complete and execute, any powers of attorney or other documents that are necessary (or that the Seller reasonably requests) to allow the Seller to control such Tax Proceeding that Seller has the right to control and has elected to control. Prior to the Seller taking control, Purchaser shall control, or cause the Company to control, such Tax Proceeding in good faith, and shall not allow the Company to settle or otherwise resolve any Tax Proceeding without the prior written permission of the Seller. While the Seller controls any Tax Proceeding, the Seller shall (v) pay to the Company any amount required to be paid to the relevant Governmental Authority to stay collection proceedings or to have the rightright to contest such Tax Proceeding during the contestation period, (w) control such Tax Proceeding in good faith, (x) keep Purchaser reasonably informed regarding the status of such Tax Proceeding, (y) allow Purchaser or the Company, at its Purchaser’s 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 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 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 (z) not settle, consent to the entry of a judgment of resolve, 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 the Purchaser (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.63

Tax Contests. Purchaser The Sellers’ Representative shall inform Seller promptly notify Counterparty in writing upon receipt by any of the commencement Sellers, and Counterparty shall promptly notify the Sellers’ Representative in writing upon receipt by Counterparty, any of its Affiliates, the Company or its Subsidiary, of notice of any auditpending or threatened federal, examination state, local or proceeding relating in whole foreign Tax audits, examinations or in part assessments of the Company or the Subsidiary which might reasonably affect the Tax Liabilities of any Seller (“Tax Proceeding”); provided, however, that failure to Taxes for which Seller is responsible to indemnify provide notice of a Tax Proceeding shall not relieve any Purchaser Indemnified Party party of its obligations pursuant to this AgreementAgreement except to the extent such party was materially prejudiced by such failure. With respect To the extent a Tax Proceeding relates solely 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 (a “Pre-Closing Tax Proceeding”), the Sellers’ Representative shall have the right to control the conduct of such Pre-Closing Tax Proceeding (at the cost of the Sellers) or in which case (i) the Sellers’ Representative shall conduct such Pre-Closing Tax Proceeding diligently and in good faith, (ii) the Counterparty shall have the right to participate in but not control such Pre-Closing Tax Proceeding (at the sole cost of the Counterparty), and (iii) the Sellers’ Representative shall keep the Counterparty reasonably informed as to the progress of such Pre-Closing Tax Proceedings. If the Sellers’ Representative chose not to control the conduct of such Pre-Closing Tax Proceeding then the Counterparty shall control the conduct of such Pre-Closing Tax Proceeding in which case (A) the case Counterparty shall conduct such Pre-Closing Tax Proceeding diligently and in good faith, (B) the Sellers’ Representative shall have the right to participate in but not control such Pre-Closing Tax Proceeding (at the sole cost of the Sellers), and (C) the Counterparty shall keep the Sellers’ Representative reasonably informed as to the progress of such Pre-Closing Tax Proceeding. To the extent a Tax Proceeding relates to a Straddle Period) Period (a “Straddle Period Tax Proceeding”), Sellers’ Representative and the prosecutionCounterparty shall cooperate and jointly control such Straddle Period Tax Proceedings. Neither the Counterparty nor the Sellers’ Representative shall settle, settlement compromise 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 concede 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 Pre-Closing Tax Proceeding or assessment for any Straddle Period 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 the other (which written consent shall not be unreasonably withheld withheld, delayed or delayed) of Seller. To conditioned); provided that the Sellers’ Representative’s written consent 48 shall not be required to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a such settlement, compromise or concession would not increase the Tax Contest, liability of the provisions of Section 9.03 shall governSellers.

Tax Contests. Purchaser shall inform Seller If notice of any Action with respect to sales and use Taxes of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes Acquired Companies for which the Seller may be held liable under this Agreement (a “Tax Contest”) shall be received by Buyer, any of the Acquired Companies or any of their Affiliates, Buyer shall notify the Seller in writing of such Tax Contest, provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent the Seller is responsible actually and materially prejudiced thereby. Buyer shall have the right to indemnify represent the interests of the Acquired Companies in any Purchaser Indemnified Party pursuant Tax Contest; provided, however, (i) Buyer shall keep the Seller reasonably informed of the progress of such Tax Contest, including providing the Seller with all substantive written materials received from the relevant taxing authority and all substantive written materials submitted to this Agreement. With such taxing authority by Buyer, and (ii) Buyer shall consult in good faith with the Seller prior to settling, compromising and/or otherwise conceding any portion of such Tax Contest and (iii) with respect to any such TaxTax Contest (or portion thereof) that relates solely and exclusively to sales and use Taxes of the Acquired Companies for which the Seller is liable under this Agreement, 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 Buyer shall have promptly notified Purchaser in writing of its intention to control or participate in not settle such Tax Contest. Purchaser will Contest (and will cause the Acquired Entity toor portion thereof, as applicable) 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 the Seller, which consent shall not be unreasonably withheld withheld, conditioned or delayed) . Buyer and the Acquired Companies shall not initiate discussions regarding any voluntary disclosure agreements or enter any voluntary disclosure agreements with respect to sales and use Taxes for pre-Closing Tax periods without the prior consent of Seller. To Buyer shall not be required to notify, consult with, or obtain the consent of, Seller to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to Buyer does not seek indemnification for amounts paid by Buyer under a Tax Contest, the provisions of Section 9.03 shall governContest or voluntary disclosure agreement.

Tax Contests. Purchaser shall inform Seller After the Closing Date, if the Buyer or the Company receives from any Tax Authority (i) a notice of such Tax Authority’s intent to audit, examine or conduct an administrative proceeding with respect to Taxes or Tax Returns of the commencement Company for any Pre-Closing Tax Period, or (ii) a notice of deficiency, a notice of such Tax Authority’s intent to assess a deficiency or a notice of proposed adjustment concerning Taxes or Tax Returns of the Company for any Pre-Closing Tax Period (the items set forth in clauses (i) and (ii), each a “Tax Claim”), the Buyer shall give written notice to the Seller Representative of the Tax Claim, provided that the failure to notify the Seller Representative will not relieve the Sellers of any auditliability that the Sellers may have to the Buyer, examination or proceeding relating in whole or in part except to Taxes for the extent that the Sellers demonstrate that the defense of such Tax Claim is materially prejudiced by the Buyer’s failure to give such notice. Upon receipt of notice of such Tax Claim, the Seller Representative shall have fifteen (15) calendar days after its receipt of said notice to elect, by written notice given to the Buyer, to undertake, conduct and control, through counsel of its own choosing which Seller is responsible reasonably acceptable to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to the Buyer and at the sole cost and expense of the Sellers, the good faith defense of any such TaxTax Claim (a “Tax Proceeding”) that does not involve a Straddle Period, provided that (i) the Buyer shall maintain the right to participate in such Tax Proceeding at its sole cost and expense and (ii) no compromise or settlement of such Tax Proceeding may be effected by the Seller will Representative without the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed). The Buyer shall have the right, right to employ separate counsel in any such Tax Proceeding and to participate in the defense thereof at its sole cost and expense. If notice is given to the Seller Representative of the assertion of any Tax Claim that does not involve a Straddle Period and the Seller Representative does not, within fifteen (15) calendar days after its receipt of the Buyer’s notice, give written notice to the Buyer of its election to control the Tax Proceeding with respect to such Tax Claim in accordance with this Section 5.2(d), the Buyer may control such Tax Proceeding (at the Buyer’s sole cost and expense) and the Sellers will be bound by any determination made in such Tax Proceeding or any compromise or settlement effected by the case of a Pre-Calculation Date Buyer. For any Tax Period) or participate in (in the case of Proceeding for a Straddle Period, the Buyer shall undertake, conduct and control such Tax Proceeding (at the Buyer’s sole cost and expense); provided, however, that, the Seller Representative shall have the right to employ separate counsel in any such Tax Proceeding and to participate in the defense thereof at the sole cost and expense of the Sellers and no compromise or settlement of such Tax Proceeding may be effected by the Buyer without the written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). With respect to any Tax Proceeding subject to this Section 5.2(d): (i) both the Buyer and the Seller Representative, as the case may be, shall keep the other party fully informed of the status of such Tax Proceeding and any related proceedings at all stages thereof where such other party is not represented by separate legal counsel, (ii) the prosecutionparty who has assumed to undertake, settlement or compromise conduct and control the Tax Proceeding shall be diligent in their efforts to facilitate the Tax Proceeding to resolution, and (iii) the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any proceeding involving Tax Proceeding. In 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, event of any notice of an audit, examination, claim conflict 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 overlap between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of this Section 9.03 5.2(d) and Section 6.5, this Section 5.2(d) shall governcontrol.

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.. 50

Tax Contests. Purchaser The procedures set forth in this Section 10.4 rather than Section 8.5 shall inform Seller of govern the commencement contest or resolution of any claim, 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 investigation or proceeding relating to Taxes (a “Tax Proceeding”). If an Indemnified Party receives notice of a Tax Proceeding, which, if successful, might result in an indemnity payment pursuant to Article XIII, the party receiving such notice shall promptly, and in any event within fifteen (15) days, notify the Indemnifying Party of such Tax Proceeding; provided, however, that the failure by an Indemnified Party to provide timely 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 Proceeding. Seller shall control all Tax Proceedings related to Excluded Taxes (other than Excluded Taxes relating to a Straddle Period) and shall have the right to make all decisions in connection with such Tax Proceedings, including, without limitation, the decision to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, or to pay the Tax claimed, xxx for which it is entitled a refund or contest the disputed Tax in any legally permissible manner; provided, however, that Seller shall not take any position with respect to indemnification hereunder any of the foregoing that would reasonably be expected to have an adverse effect on Buyer without consultation with and prior written consent of Buyer. In lieu of such consent, Buyer shall have the right to participate in such Tax Proceedings with counsel of its choosing and at its expense. Buyer shall control Tax Proceedings relating to Taxes imposed with respect to a Straddle Period and the Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Proceedings with counsel of its choosing and at its expense. In the event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Proceedings and shall not settle the claims or assessments that are the subject of such Tax Proceedings without the prior written consent (of Seller, 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 If, subsequent to the Closing Date, Parent, the Company or any Subsidiary receives notice 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 Contest with respect to any Tax Return which could result in any payment under Section 9.2, then within thirty (30) days after receipt of such Taxnotice, Seller will Parent shall notify the Shareholder Representative of such notice. Parent shall have the right, at its sole cost and expense, right to control (in the case conduct and resolution of a Pre-Calculation Date such Tax Period) or participate in (in Contest, provided, however, that Parent shall keep the case Shareholder Representative reasonably informed of a Straddle Period) the prosecution, progress of such Tax Contest and shall not agree to 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 Contest without obtaining 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 Shareholder Representative’s prior written consent (thereto, which consent shall not be unreasonably withheld or delayed. If Parent, the Company or any Subsidiary receives any settlement offer from a Tax authority with respect to a claim for which any Parent Indemnified Party seeks or may seek indemnity from any holder of Common Stock, Parent shall promptly inform the Shareholder Representative of the receipt of such settlement offer. If the Shareholder Representative recommends acceptance of such settlement offer, but Parent declines to accept such offer in writing within thirty (30) days: (i) the entitlement of SellerParent to indemnification payments under this Agreement as the result of any such contest or proceedings shall not exceed the entitlement that Parent would have had if such contest had been settled or proceeding terminated on the basis of the settlement offer the acceptance of which was recommended by the Shareholder Representative; and (ii) the shareholders of the Company shall have no further liability for costs or other expenses in respect of such contest. To The Parent’s notice obligations and the extent that there is an inconsistently between Section 11.06 Shareholder Representative’s consent and other rights described in this Section 9.03 6.9(c) shall apply only for so long as it relates the amount at issue may be satisfied in whole or in part, out of any remaining balance, not otherwise subject to a Tax Contestany other claims, in the provisions of Section 9.03 shall govern.Indemnification Escrow Account

Tax Contests. Purchaser If, after the Closing, any Governmental Authority issues to the Company (a) a notice of its intent to audit or conduct another Action with respect to Tax Returns for any Pre-Closing Tax Period, or (b) a notice of deficiency for Taxes for any Pre-Closing Tax Period, Buyer shall inform promptly notify the Seller Representative of its receipt of such communication from the Governmental Authority. The Company shall control any audit or other Action in respect of any Taxes or Tax Returns of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes Company for which Seller is responsible Sellers could reasonably be expected to indemnify any Purchaser Indemnified Party pursuant to incur a material liability (taking into account the provisions of this Agreement. With respect to any such Tax) (a “Tax Contest”); provided, however, (i) the Seller will have the rightRepresentative, at its sole the Sellers’ cost and expense, shall have the right to control (in any Tax Contest to the case of extent it relates primarily to Tax Returns for a Pre-Calculation Date Tax Period) period ending on or participate in (in prior to the case of a Straddle Period) Closing Date; and if the prosecution, settlement or compromise of Seller Representative elects to so control 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 it shall keep Buyer and the execution Company reasonably informed of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlysuch 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 shall not settle, consent to the entry of a judgment of resolve 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 Buyer, such consent not to be unreasonably withheld, conditioned or delayed; (which consent ii) the Seller Representative, at the Sellers’ cost and expense, shall have the right to participate in any Tax Contest to the extent it relates primarily to Tax Returns for a Straddle Period; and (iii) Buyer shall not, and shall not allow the Company to, settle, resolve, or abandon a Tax Contest (whether or not the Seller Representative controls or participates in such Tax Contest) to the extent it relates primarily to Tax Returns for any Pre-Closing Tax Period without the prior written consent of the Seller Representative, such consent 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 of the commencement If notice of any claim, audit, examination examination, or proceeding relating in whole other proposed change or in part to adjustment by any taxing authority, as well as any notice of assessment and any notice and demand for payment, concerning any Taxes for which Seller is responsible reasonably likely to indemnify any be liable under this Agreement (a "Tax Proceeding") shall be received by Purchaser, Purchaser Indemnified Party pursuant to this Agreementshall promptly inform Seller in writing of such Tax Proceeding. With respect to any such Tax, Seller will shall have the right, at its sole cost expense to represent the interests of the Company 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, defense and settlement or compromise of any proceeding involving Tax Proceeding relating exclusively to taxable periods ending on or before the TaxClosing Date; provided, 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 requestshowever, 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 (and only to the extent) that the resolution of any such Tax Proceeding is reasonably certain to have a material negative impact on the Company in any taxable period that does not end on or before the Closing Date, Seller is not controlling shall keep Purchaser fully and timely informed with respect to the proceedings. Purchaser commencement, status and nature of the portion of such Tax Proceeding that may so impact the Company and shall not settle, consent to settle such portion of the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Tax Proceeding without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld or delayed. Purchaser shall represent, at its expense, the interests of the Company in any Tax Proceeding relating to any taxable period that begins before the Closing Date and ends after the Closing Date; provided, however, that (i) Purchaser shall allow Seller and its counsel to participate in any such Tax Proceeding at Seller's sole expense; (ii) Purchaser shall keep Seller fully and timely informed with respect to the commencement, status and nature of Seller. To such Tax Proceeding; and (iii) if the results of any such Tax Proceeding involve an issue that is reasonably likely to be the subject of indemnification by Seller pursuant to Section 10.2 or Section 11.3, then Purchaser and Seller shall, subject to the indemnification procedures set forth in Section 10.4 to the extent that there is an inconsistently between Section 11.06 and not inconsistent with this Section 9.03 as it relates 11.4, jointly control the prosecution, defense and settlement of any such Tax Proceeding, each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Purchaser shall have sole control of any Tax Proceeding relating exclusively to a Tax Contest, periods beginning after the provisions of Section 9.03 shall governClosing Date.

Tax Contests. Purchaser The Seller shall inform Seller of have the commencement of right to control, and the Buyer shall have the right to participate in (at its own expense), any audit, examination litigation or other proceeding relating in whole or in part with respect to Taxes and Tax Returns of the Company Group for which a Buyer Party would be entitled to indemnification under this Agreement (a “Pre-Closing Tax Contest”); provided, however, that the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to shall not settle or compromise any such TaxPre-Closing Tax Contest without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Seller will have shall keep the right, at its sole cost Buyer reasonably informed of the details and expense, status of such matter (including promptly providing the Buyer with copies of all written correspondence regarding such matter). The Buyer shall provide the Seller with prompt written notice of any written inquiries by a Governmental Authority relating to control a Pre-Closing Tax Contest within ten (10) Business Days of the receipt of such notice. Such notice shall contain factual information (to the extent known to the Buyer) describing the Pre-Closing Tax Contest in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of such Pre-Closing Tax Contest. If Buyer fails to give the case Seller such notice of a Pre-Calculation Date Closing Tax Period) or participate Contest, the Seller’s obligation to indemnify the Buyer for any Loss arising out of such Pre-Closing Tax Contest shall be reduced to the extent such failure materially prejudices Seller’s indemnification obligations under this Agreement. If the Seller elects not to control such Pre-Closing Tax Contest, then the Buyer shall control such matter, provided in such case that (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 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 matter (at its own expense), (ii) the Buyer shall keep the Seller reasonably requests, informed of the details and status of such matter (including promptly providing the selection Seller with copies of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyall written correspondence regarding such matter), 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 (iii) 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 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 proceedings without the prior written consent of the Seller (which consent shall not to be unreasonably withheld withheld, conditioned or delayed) ). In the event of Seller. To the extent that there is an inconsistently any conflict between Section 11.06 and this Section 9.03 as it relates to a Tax Contest10.1(e) and Section 9.2(c)(iii) (Third Party Claims), the provisions of this Section 9.03 10.1(e) shall govern.

Tax Contests. Purchaser From and after the Closing, Buyer shall inform notify Seller in writing within fifteen days of receipt by Buyer or any of its Affiliates (including the commencement Company or any successor thereof) of notice of any auditpending or threatened United States, examination federal, state, local, provincial, territorial or proceeding relating any non-United States income or franchise Tax audits or assessments (such notice, a “Tax Claim”) that may affect Seller’s Liability under this Section 5.13. Notwithstanding anything to the contrary in whole or in part to Taxes for which this Agreement, Seller is responsible shall not be required to indemnify any Purchaser Indemnified Party Buyer under this Section 5.13 to the extent that Buyer’s failure to notify Seller pursuant to this Section 5.13(g) shall have adversely affected Seller’s rights under this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (shall notify Buyer in the case writing within fifteen days of receipt by Seller of a Tax Claim for which Buyer would be required to indemnify Seller pursuant to Section 5.13(b). Buyer shall not be required to indemnify Seller under Section 5.13(b) to the extent that Seller’s failure to notify Buyer pursuant to this Section 5.13(g) shall have adversely affected Buyer’s rights under this Agreement. Seller shall control any examination, investigation, audit or other proceeding (a “Tax Contest”) in respect of any Tax Claim relating to Pre-Calculation Date Tax Period) or participate in (in the case Closing Periods that may give rise to a claim for indemnification pursuant to this Section 5.13, and to employ legal counsel of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, its choice at Seller’s expense; provided that Seller shall have promptly notified Purchaser in writing of its intention keep Buyer reasonably informed with regard to control or participate in such Tax Contest. Purchaser will (and will cause Notwithstanding the Acquired Entity to) take such action in connection with any such proceeding that foregoing, Seller reasonably requestsshall not be entitled to settle, including either administratively or after the selection commencement of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlylitigation, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax Claim that would adversely affect the Liability for which Seller is responsible and keep Seller informed Taxes of progress in Buyer, the proceedings and allow Seller to attend Business or the Company (or 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 successor thereof) without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of Seller. To delayed and shall not be necessary to the extent that there is an inconsistently between Section 11.06 and Seller has indemnified Buyer against the effects of any such settlement. In the case of a Tax Contest in respect of any Tax Claim relating to a Straddle Period or a taxable year or period that begins after the Closing Date that may give rise to a claim for indemnification pursuant to this Section 9.03 5.13, (i) to the extent the issues presented in such Tax Contest can be separated in all material respects (including as to settlements) into those for which Seller would be liable under this Section 5.13 and all other issues, then Seller shall control the defense of those issues for which it relates would be liable, and Buyer shall control the defense of all other issues, each employing legal counsel of its choice, at its own expense, and (ii) to the extent the issues cannot be so separated, Buyer shall be entitled to control the defense employing legal counsel of its choice at its own expense; provided that Seller (along with legal counsel and other advisors of its choice) shall be entitled to participate in the defense with respect to the issues for which Seller would be liable under this Section 5.13. From and after the Closing, neither Buyer nor any of its Affiliates (including the Company or any successor thereof) shall agree to settle any Tax Claim for a Pre-Closing Period or a Straddle Period that may give rise to a Tax Contestclaim for indemnification pursuant to this Section 5.13 without the prior written consent of Seller, the provisions of Section 9.03 which consent shall governnot be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser After the Closing Date, the Buyer, the Company and the Sellers’ Representative, respectively, shall (and the Buyer and the Company shall cause the Group Companies to) inform Seller the other Parties in writing of the commencement of any Action, claim, audit, examination investigation, examination, or other proceeding relating or self-assessment with respect to a Pass-Through Income Tax Return for a Tax period ending on or before or including the Closing Date (a “Tax Contest”). The Sellers’ Representative shall have the right to represent the interests of the Group Companies in, and control, any and all Tax Contests for any Tax period ending on or before the Closing Date; provided, that, the Buyer shall have the right to participate in any such Tax Contest and to employ counsel at its own expense and choice for purposes of such participation. The Sellers’ Representative shall keep the Buyer reasonably informed of any such Tax Contest, shall consult with Buyer regarding the conduct of, and any material positions taken in, any such Tax Contest, and shall not agree or consent to compromise or settle any such Tax Contest without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). If the Sellers’ Representative does not elect to represent the interests of the Group Companies or control a Tax Contest, or the Tax Contest is for a Straddle Period, then the Buyer shall represent the rights of the Group Companies in, and control, such Tax Contest; provided, that in such case the Sellers’ Representative shall have the right to participate in any such Tax Contest and to employ counsel at its own expense and choice for purposes of such participation; and provided, further, that the Buyer shall keep the Sellers’ Representative reasonably informed of any such Tax Contest, shall consult with the Sellers’ Representative regarding the conduct of, and any material positions taken in, any such Tax Contest, and shall not agree or consent to compromise or settle any such Tax Contest without the Sellers’ Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (x) the Sellers’ Representative shall control the appointment and identity (including any changes) of the partnership representative (and of any designated individual) of the Group Companies for purposes of the Partnership Tax Audit Rules for any taxable period ending on or prior to the Closing Date and (y) the Buyer shall control the appointment and identity (including any changes) of the partnership representative (and of any designated individual) of the Group Companies for purposes of the Partnership Tax Audit Rules for any Straddle Period, and each Party shall reasonably cooperate (and cause their direct and indirect owners to cooperate) with the other Party in connection with the foregoing. Notwithstanding anything to the contrary herein, with respect to any taxable period of any Group Company or the Landmark Seller ending on, prior to or including the Closing Date in which the Partnership Tax Audit Rules apply, such 72 Group Company and the Landmark Seller shall make the election under Section 6226(a) of the Code unless (x) the Sellers’ Representative has obtained the prior written consent of the Buyer (which shall not be unreasonably withheld, conditioned or delayed), or (y) in the case of any such election in connection with any Action, claim, audit, investigation, examination, or other proceeding with respect to the Landmark Seller that is subject to the Partnership Tax Audit Rules, any “imputed underpayment” would not be economically borne in whole or in part to Taxes for which Seller is responsible to indemnify by the Buyer or 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 governAffiliates.

Tax Contests. Purchaser shall inform promptly notify Seller in writing upon receipt by Purchaser or any of its Affiliates, and Seller shall promptly notify Purchaser in writing upon receipt by Seller or any of its Affiliates, of notice of any deficiency, proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other Tax Proceeding of the commencement Acquired Companies for any Pre-Closing Tax Period (a “Pre-Closing Tax Claim”) or any Straddle Period (a “Straddle Tax Claim”). Except to the extent no Losses resulting from a Pre-Closing Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), Seller shall control the contest of any auditPre-Closing Tax Claim, examination or proceeding relating in whole or in part provided that Purchaser shall be entitled 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, fully participate at its sole cost and expense, to control (expense in the case of a such Pre-Calculation Date Closing Tax Period) or participate in (in Claim and shall be reasonably consulted throughout the case course of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that such Pre-Closing Tax Claim. 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 Pre-Closing Tax Claim without obtaining the prior written consent of Purchaser (which such consent not to be unreasonably withheld, conditioned or delayed). Purchaser shall control the contest of any Straddle Tax Claim, provided that, if any Losses resulting from a Straddle Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), then Seller shall be entitled to fully participate at its sole expense in such Straddle Tax Claim and shall be reasonably consulted throughout the course of such Straddle Tax Claim. If any Losses resulting from a Straddle Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), Purchaser shall not settle or compromise such Straddle Tax Claim without obtaining the prior written consent of Seller (such consent not to be unreasonably withheld withheld, conditioned or delayed). This Section 8.9 (and not Section 11.5) shall govern any Third Party Claim with respect to Taxes 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 governAcquired Companies.

Tax Contests. The Purchaser shall will promptly inform Seller the Sellers of the commencement of any audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which Seller is responsible the Purchaser may be entitled to indemnify indemnity from the Sellers under Section 8.2 or this Section 9.5. The Sellers will be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest and the Purchaser will provide the Sellers with any appropriate powers-of-attorney; provided, however, that (A) the Sellers will promptly notify the Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have in writing of the right, at its sole cost and expense, Sellers’ intention to control such Tax Contest, (in the case of a Pre-Calculation Date Tax PeriodB) or participate in (in the case of a Straddle Period, the Sellers and the Purchaser will jointly control all proceedings taken in connection with any such Tax Contest and (C) in the prosecution, case of any settlement or compromise of any proceeding involving Tax Contest that would have an adverse effect on the TaxPurchaser, provided that Seller shall have promptly notified Purchaser any Company or any of their Affiliates in writing of its intention to control any taxable period beginning after the Closing Date, the Tax Contest will not be settled 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 resolved without the Purchaser’s prior written consent (consent, which consent shall will not be unreasonably withheld or delayed) . Notwithstanding the foregoing, if notice is given to the Sellers of Sellerthe commencement of any Tax Contest and the Sellers do not, within 20 days after the Purchaser’s notice is given, give notice to the Purchaser of the Sellers’ election to assume the defense thereof (and in connection therewith, acknowledge in writing the Sellers’ indemnification obligations hereunder), the Sellers will be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Purchaser. To The failure of the Purchaser to give reasonably prompt notice of any Tax Contest will not release, waive or otherwise affect the Sellers’ obligations with respect thereto except to the extent that there is an inconsistently between Section 11.06 the Sellers can demonstrate actual prejudice as a result of such failure. The Purchaser will use its, and this Section 9.03 the Purchaser will cause the Companies and their Affiliates to use their, commercially reasonable efforts to provide the Sellers with such assistance as it relates to may be reasonably requested by the Sellers in connection with a Tax Contest, Contest controlled solely or jointly by the provisions of Section 9.03 shall governSellers.

Tax Contests. Purchaser shall inform Seller If any Governmental Authority issues the Company or any Subsidiary (a) a written notice of the commencement of any audit, examination its intent to audit or proceeding relating in whole or in part conduct another Legal Proceeding with respect to Taxes for which any taxable period ending on or before the Closing Date or any Straddle Period or (b) a written notice of deficiency for Taxes for any taxable period ending on or before the Closing Date or any Straddle Period, Purchaser shall notify Seller is responsible to indemnify any of its receipt of such communication from the Governmental Authority within thirty (30) days of receipt. No failure or delay of Purchaser Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Seller pursuant to this AgreementAgreement unless such failure or delay materially impacts the Seller’s ability to defend against an action by any Governmental Authority. With respect Seller shall control the conduct of any audit or other Legal Proceeding relating to any such TaxTaxes of the Company or any Subsidiary (a “Tax Contest”) to the extent it relates solely to a Pre-Closing Tax Return or a Tax Return prepared under the Remediation Agreement; provided, Seller will have the righthowever, that Purchaser, at its sole cost and expense, shall have the right 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 shall control, or cause the Acquired Entity to) take such action in connection with Company or any such proceeding that Seller reasonably requestsSubsidiary to control, 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, conduct 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 it relates solely to a Straddle Tax Return; provided, however, that Seller, at its sole cost and expense, shall have the proceedings. right to participate in any such Tax Contest, and Purchaser shall not, and shall not allow the Company or any Subsidiary, to settle, consent to the entry of a judgment of resolve or compromise abandon 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 Seller, which consent shall not be unreasonably withheld withheld, delayed or delayed) of Sellerconditioned. To Notwithstanding the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it foregoing, if any Tax Contest relates solely to a Seller Group Return, Seller shall control such Tax Contest, the provisions of Section 9.03 Contest and Purchaser shall governhave no right to participate.

Tax Contests. Purchaser Buyer shall inform promptly notify Seller of in writing upon receiving notice from a Taxing Authority after the commencement Closing of any audit, examination assessment, litigation, contest or other proceeding relating to Taxes (a “Tax Contest”) for which Seller would reasonably be expected to be liable under Article 8 or any other provision of this Agreement or under Law, including Taxes for any Pre-Closing Period or Straddle Period, and shall promptly deliver to Seller copies of all correspondence received from a Taxing Authority in whole or in part connection with any such Tax Contest. Seller shall have the right to control the conduct of any Tax Contest relating solely to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party (or their direct or indirect equity owners) would be responsible, including pursuant to this Agreement. With respect to any such TaxArticle 8; provided, Seller will have the rightthat Buyer, at its sole cost and own expense, shall be entitled to control (participate 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 conduct of any proceeding involving the Taxsuch Tax Contest, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate keep Buyer reasonably informed regarding developments in such Tax Contest. Purchaser will (Contest and will cause the Acquired Entity to) take such action in connection with Seller shall not settle any such proceeding Tax Contest 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 would be binding on Buyer or that involves 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 Buyer would be responsible (whether under Article 8 or under applicable Law) without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Buyer shall control the conduct of any other Tax Contest with respect to the Facility or the Acquired Assets; provided, that if Seller would reasonably be expected to be responsible for a portion of the Taxes that would result from such Tax Contest, then Seller, at its own expense, shall be entitled to indemnification hereunder participate in the conduct of any such Tax Contest, Buyer shall keep Seller reasonably informed regarding developments in such Tax Contest and Buyer shall not settle any such Tax Contest without the Seller’s prior written consent (which consent shall consent, not to be unreasonably withheld withheld, conditioned or delayed) of Seller. To the extent that there is an inconsistently of any conflict between Section 11.06 8.03 and this Section 9.03 as it relates to a Tax Contest5.03(b), the provisions of this Section 9.03 5.03(b) shall governcontrol.

Tax Contests. Purchaser shall inform Seller Each of the commencement Purchaser and the Sellers shall promptly notify the other in writing within 10 days from its (or its affiliates') receipt of notice of any auditpending or threatened federal, examination state, local or proceeding relating in whole foreign Tax audits, litigation or in part assessments or other contest of, or with respect to Taxes of, either Company or any of its subsidiaries (a "TAX CONTEST"), so long as any taxable periods of such Company or subsidiary ending on or prior to the Closing Date remain open. The Sellers shall have the right to control the conduct and disposition of any Tax Contest for taxable periods ending on or prior to the Closing Date for which Seller is responsible indemnification may be claimed against the Sellers under this Agreement and to indemnify any Purchaser Indemnified Party pursuant to this Agreementemploy counsel of their choice at their expense. With respect to any Tax Contest regarding a Tax Return in which the tax attributes of either Company or any of its subsidiaries after the Closing Date are determined by reference to the tax attributes of such TaxCompany or subsidiary on or prior to the Closing Date, Seller will the Sellers shall keep the Purchaser informed as to the progress of any Tax Contest which the Sellers have taken control of and the Purchaser shall have the right, right to consult with the Sellers during such proceedings at its sole cost and own expense, to control (in ; provided that the case of a Pre-Calculation Date Tax Period) Sellers shall not accept any proposed adjustment or participate in (in the case of a Straddle Period) the prosecution, enter into any settlement or agreement in compromise or otherwise dispose 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 Contest in a manner that would purport to bind or would affect the Acquired Entity to) take such action in connection with tax liability or tax attributes of either of the Companies or any such proceeding that Seller reasonably requests, including of their subsidiaries for taxable periods or portions thereof ending after 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 Closing Date without the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld. With respect to any Tax Contest (1) relating to any Straddle Period or delayed(2) for any tax period ending on or before the Closing Date which the Sellers do not assume control of Sellerwithin a reasonable period of time, such Tax Contests shall be controlled by Purchaser and the Purchaser (x) shall keep the Sellers informed as to the progress of such Tax Contest and (y) shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would result in a claim for indemnification against the Sellers pursuant to this agreement without the prior written consent of the Sellers, which consent shall not be unreasonably withheld; provided that, in the case of any Tax Contest described in clause (2), if the Sellers withhold their consent to the proposed adjustment or settlement or agreement in compromise (as the case may be) for any reason, the Sellers agree to assume control of such Tax Contest as soon as practicable; provided further that, if the Sellers do not assume control of such Tax Contest as soon as practicable, the Purchaser shall have the right in its sole discretion to accept any proposed adjustment or settlement or agreement in compromise with respect to such Tax Contest. To The Purchaser and Sellers shall cooperate fully, as and to the extent that there is an inconsistently between Section 11.06 reasonably requested by the other and their counsel in the conduct of any Tax Contest pursuant to this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern4.4(h).

Tax Contests. Purchaser If a claim is made by any Taxing Authority, that, if successful, might result in an indemnity payment to an Indemnified Person pursuant to Article VIII, then such Indemnified Person shall inform Seller give notice to the Indemnifying Party in writing of the commencement such claim and of any auditcounterclaim the Indemnified Person proposes to assert (a “Tax Claim”); provided, examination or proceeding relating in whole or in part however, the failure to Taxes for which Seller is responsible give such notice shall not affect the indemnification provided hereunder except to indemnify any Purchaser Indemnified the extent the Indemnifying Party pursuant to this Agreementhas been materially prejudiced as a result of such failure. With respect to any such TaxTax Claim relating to a Pre-Closing Tax Period, Seller will have the rightHolders’ Representative shall, solely at its sole the Holders’ 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 all proceedings in connection with any such proceeding that Seller reasonably requests, Tax 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 promptlycounsel); provided, and send Seller copies promptly upon receipthowever, of that Holders’ Representative must first consult, in good faith with Parent before taking 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 action with the Governmental Authorities respect to the extent Seller is not controlling conduct of such Tax Claim. Notwithstanding the proceedings. Purchaser foregoing, the Holders’ Representative 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 Parent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and Parent and counsel of its own choosing (at Parent’s cost) shall have the right to participate in all in-person meetings and written submissions made in connection with any such Tax Claim if such Tax Claim could have a material adverse impact on the Taxes of Sellerthe Surviving Company in a taxable period or portion thereof beginning after the Closing Date. To Parent shall control all proceedings with respect to any Tax Claim relating to a taxable period or portion thereof beginning after the extent Closing Date; provided, however, that there is an inconsistently between Section 11.06 the Holders’ Representative shall have the right to participate in all in-person meetings and written submissions made in connection with such a Tax Claim that involves any Straddle Period or Pre-Closing Tax Period, and Parent shall not settle such Tax Claim without the prior written consent of the Holders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Claims shall be governed exclusively by this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern5.8.2.

Tax Contests. Purchaser If Buyer, the Company or any of their Affiliates receives from any Governmental Authority (a) a written notice of its intent to audit or conduct a Legal Proceeding with respect to Taxes relating to the Company for any taxable period ending on or before the Closing Date or any Straddle Period or (b) a written notice of deficiency for Taxes relating to the Company for any taxable period ending on or before the Closing Date or any Straddle Period, Buyer shall inform promptly notify Seller in writing of its receipt of such communication from the Governmental Authority (including a copy of such communication in the notification) but no later than three (3) Business Days after the receipt. No failure or delay of Buyer in the performance of the commencement foregoing shall reduce or otherwise affect the obligations or liabilities 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 AgreementAgreement unless Seller is prejudiced by such failure or delay. With respect Seller shall control the conduct of any audit or Legal Proceeding relating to any such TaxTaxes of the Company (a “Tax Contest”) to the extent it relates to a Pre-Closing Tax Return; provided, Seller will have the righthowever, that Buyer, at its sole cost and expense, shall have the right 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 Buyer shall control, or cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requestsCompany to control, 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, conduct 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 it relates to a Straddle Tax Return; provided, however, that Seller, at its sole cost and expense, shall have the proceedings. Purchaser right to participate in any such Tax Contest, and Buyer shall not, and shall not allow the Company and other Affiliates, to settle, consent to the entry of a judgment of resolve or compromise abandon 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 Seller, which consent shall not be unreasonably withheld withheld, delayed or delayed) of Sellerconditioned. To Notwithstanding anything in this Agreement to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it contrary, if any Tax Contest relates to a Seller Group Return, Seller shall solely control such Tax Contest and Buyer shall have no right to participate in any manner or respect regarding such Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. Purchaser shall inform Seller If any Governmental Authority issues to any of the commencement Company Group or Buyer (i) a written notice of its intent to conduct any proceeding with respect to Taxes or Tax returns of any auditof the Company Group for periods beginning on or prior to the Closing Date or (ii) a written notice of deficiency, examination a written notice of assessment, or reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax returns of any of the Company Group for periods beginning on or prior to the Closing Date (collectively, a “Tax Claim”), Buyer shall notify the Shareholders’ Representative of such communication from the Governmental Authority within ten (10) Business Days after receipt of such notice of deficiency, assessment, reassessment, adjustment or assertion of claim or demand. The Company shall control any proceeding relating in whole or respect of any Tax Claim (a “Tax Contest”); provided, that (A) the Company shall control such contest in part good faith to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect the extent related to any Pre-Closing Taxes; (B) Buyer or the Company shall keep the Shareholders’ Representative reasonably informed regarding the status of such Tax, Seller will have Tax Contests that relate to any Pre-Closing Taxes; (C) the rightShareholders’ Representative, at its sole cost and expense, shall have the right to participate in such Tax Contest that relates to any Pre-Closing Taxes; and (D) the Company shall not settle, resolve, or abandon such Tax Contest if it would result in the Shareholders paying any Taxes (or indemnification for Taxes) under this Agreement without the prior written consent of the Shareholders’ Representative (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, if any Tax Contest relates primarily to Pre-Closing Taxes, the Shareholders’ Representative, at its sole cost and expense, shall have the right to control such Tax Contest; provided, that if the Shareholders’ Representative elects to control such Tax Contest, (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle PeriodA) the prosecutionShareholders’ Representative shall control such contest in good faith; (B) the Shareholders’ Representative shall keep Buyer reasonably informed regarding the status of such Tax Contest; (C) Buyer, settlement or compromise of any proceeding involving the TaxCompany, provided that Seller shall shall, at their cost and expense, have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will ; and (and will cause D) 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 Shareholders’ Representative shall not settle, consent to the entry of a judgment of resolve, 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 Buyer (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 will promptly and, in any event, within ten (10) days notify Parent and Seller in writing upon receipt by Purchaser, any Taxpayer or any of the commencement their Affiliates of a written notice of any audit, examination Tax audit or proceeding relating claim that might result in whole or in part to Taxes for which an indemnification liability of Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this AgreementSection 7.1 (“Tax Claims”), provided, however, no failure or delay by Purchaser to provide notice of a Tax Claim shall reduce or otherwise affect the obligation of Parent and Seller hereunder except to the extent they are actually prejudiced thereby. With respect to any such Tax, Seller will have the right, at its sole cost and expense, Tax Claim that relates solely to control (in the case of a Pre-Calculation Date 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 Parent and Seller shall have promptly notified the right to control the conduct of such claim if Parent and Seller provides Purchaser in writing with written notice of its intention election to control or such claim within thirty (30) days of receipt of notice thereof, provided that: (a) Parent and Seller shall keep Purchaser informed regarding the progress and substantive aspects of any such Tax Claim, (b) Purchaser shall be entitled (at its expense) to participate in any proceedings relating to any such Tax Contest. Purchaser will Claim and (c) Parent 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 shall not compromise or assessment for settle 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 obtaining Purchaser’s prior written consent (consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed) of . If Parent and Seller do not elect to control a Tax Claim that relates solely to the Pre-Closing Tax Period, Purchaser shall be entitled to control such claim, provided that Purchaser shall not settle or compromise any such Tax Claim without obtaining Parent’s and Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent With respect to any Tax Claim that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates does not relate solely to a Pre-Closing Tax ContestPeriod, Purchaser shall have the provisions right to control the conduct of Section 9.03 such claim, provided that (i) Purchaser shall governkeep Parent and Seller informed regarding the progress and substantive aspects of such Tax Claim, (ii) Parent and Seller shall be entitled (at its expense) to participate in proceedings relating to any such Tax Claim and (iii) Purchaser shall not compromise or settle any such Tax Claim without obtaining Parent’s and Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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 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 any asserted Tax Liability with respect to any of the TaxCompanies (a “Tax Contest”) after the Closing Date that relates to Pass-Through Taxes, provided excise Taxes or franchise Taxes of the Companies for Pre-Closing Tax Periods, the Seller Representative may elect to control the conduct of such Tax Contest, using counsel or accountants reasonably satisfactory to the Companies (it being understood that Seller RMP LLP is satisfactory to the Companies), but the Companies 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 their 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, compromise or concede any portion of such Tax Contest that could reasonably affect the Pass-Through Tax Liability of any of the Companies for any Post-Closing Tax Period (or portion thereof) without the written consent of such Company, which consent will not be unreasonably withheld, delayed or conditioned; provided, that if the Seller Representative fails to assume control of the entry conduct of a judgment any such Tax Contest within thirty (30) days following the receipt by the Seller Representative of notice of such Tax Contest from Purchaser, then the Companies shall have the right to assume control of such Tax Contest. In the case of any Tax Contest after the Closing Date that is not controlled by the Seller Representative pursuant to this Section 8.4, the Purchaser shall control the conduct, through counsel of its own choosing, of such Tax Contest, but the Seller Representative shall have the right to participate in such Tax Contest at the sole expense of the Seller Parties and Purchaser shall not allow any of the Companies to 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 the Seller Representative, 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 Seller Parties being liable for indemnification 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 shall inform Seller of the commencement of Notwithstanding Section 6.5, this Section 7.4 will control with respect to any audit, examination examination, investigation, claim, litigation, dispute, controversy or other administrative or judicial proceeding relating in whole or in part related to Taxes for which Seller is responsible of the Company (in each case other than Taxes that are related to indemnify any Seller) (“Tax Contest”). If Purchaser Indemnified Party pursuant to this Agreement. With receives notice of a Tax Contest with respect to the Company for a Pre-Closing Tax Period, then Purchaser will notify Seller in writing of such Tax Contest within ten (10) Business Days of receiving such notice; provided, however, that no delay or deficiency on the part of Purchaser in so notifying Seller will relieve Seller of any liability under this Agreement except to the extent such Tax, delay or deficiency materially prejudices or otherwise materially adversely affects the rights of the Seller with respect thereto. Seller will have the right, at its sole cost and expense, right to control (in the case conduct and resolution of a Pre-Calculation Date such Tax Period) or participate in (in the case of a Straddle Period) the prosecutionContest; provided, settlement or compromise of any proceeding involving the Taxhowever, provided that Seller shall have promptly notified Purchaser in writing of its intention may decline to control or participate in such Tax Contest. If Seller controls the conduct of such Tax Contest, Purchaser at its own expense, shall have the right to participate in any such Tax Contest, including having the reasonable opportunity to review and comment before submitting any written materials prepared or furnished in connection with such Tax Contest and Seller shall incorporate in any such materials as actually filed all reasonable comments of Purchaser and Seller will not resolve such Tax Contest without Purchaser’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. If Seller declines to control such Tax Contest, then Purchaser will (have the right to control the conduct of such Tax Contest at Sellers’ expense; provided, however, that Purchaser will not resolve such Tax Contest without Seller’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Each of Seller and will cause Purchaser shall keep the Acquired Entity to) take other party reasonably informed of the progress of all Tax Contests which such action party controls and shall provide copies of all formal correspondence related to such Tax Contests. Notwithstanding the foregoing, in the case of a Tax Contest relating to Taxes of the Company for a Straddle Period, Purchaser shall control 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 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. If the Purchaser receives a notice of assessment or reassessment, a written proposal for an assessment or reassessment, a notice of confirmation of an assessment or reassessment, or a similar document (a “Tax Notice”) from any Tax Authority for any Taxes in respect of which a claim may be made for indemnification under this Agreement, the Purchaser shall inform Seller promptly (but in any event within ten (10) Business Days of receipt) deliver a copy of the commencement Tax Notice to the Seller, together with all correspondence and any other documents received by the Purchaser with respect to such Tax Notice. The Purchaser and the Seller agree to cooperate and to cause their Affiliates to cooperate with each other to the extent reasonably required after the Closing Date in connection with any submissions in respect of such Tax Notice and any auditobjection or appeal in respect of such Tax Notice (each a “Tax Contest”). If the Seller’s Tax liability or the Seller’s right to a Tax refund could be affected by the Tax Contest or if the Seller could have an indemnification obligation under this Agreement in respect of the Tax Contest, examination the Seller shall have the right to conduct, control, defend, settle or proceeding relating in whole compromise the defence of the Tax Contest at its own expense, whether the Tax Contest began before or in part to Taxes for which after the Closing, provided the Seller is responsible acknowledges its obligation to indemnify any the Purchaser Indemnified Party pursuant in respect of that Tax Contest in accordance with the terms of, and subject to this Agreementthe limitations set out or referred to in, Section 7.1. With respect The Seller shall have the right to determine whether or not the Transferred Entities shall agree 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 Taxa Tax Contest, provided that (a) where such settlement or compromise would, in and of itself, have the effect of increasing the Tax payable by any Transferred Entity for any period beginning on or after the Cut-off Date, such settlement or compromise shall require the written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed and provided that (b) notwithstanding Section 7.9(a), the Seller shall have promptly notified Purchaser be entitled, without the Purchaser’s consent, to cause any relevant Transferred Entity to claim any deduction available to it in writing of its intention computing income, taxable income or Tax payable under the ITA and similar provincial laws (other than a deduction that arises in a period beginning on or after the Cut-off Date), or to control claim any other applicable Tax attribute, deduction or participate advantage (other than an attribute, deduction or advantage that arises in a period beginning on or after the Cut-off Date) in settling or compromising such Tax Contest. The Purchaser will shall provide the Seller with all necessary powers of attorney and other necessary documents and assistance to allow the Seller to effectively conduct and control such defence. In addition, in any such case, the Purchaser agrees to cooperate (and will and, following Closing, to cause the Acquired Entity toTransferred Entities to cooperate) take such action with the Seller in connection with all aspects of the proper prosecution of any such proceeding that Seller reasonably requestsTax Contest (including reasonable cooperation with respect to production and delivery of documents, including examinations for discovery, preparation of undertakings and selection and making reasonable efforts to secure attendance of appropriate witnesses for discoveries and hearing). The Purchaser shall also have the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptlyright to observe, at its own expense, and send Seller copies promptly upon receiptto be kept informed of the conduct, negotiation, settlement or defence of any notice Tax Contest the control of an auditwhich has been assumed by the Seller. If the Seller does not assume control of a Tax Contest as permitted in this Section 7.9, examinationthe Purchaser shall be entitled to conduct, claim negotiate, settle or assessment defend the Tax Contest at its own expense (provided that no such settlement shall increase the amount of Taxes for which the Seller may be required to indemnify the Purchaser under Section 7.1, except for Taxes directly at issue in the Tax Contests), and shall allow the Seller to observe, at its own expense, and shall keep the Seller informed of, such conduct, negotiation, settlement or defense, and such settlement or any other final determination of the Tax Contest shall be binding upon the Seller. Notwithstanding any other provision of this Agreement, with the exception of the preceding sentence, the Seller shall not be responsible 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 Taxes to the extent Seller is not controlling attributable to any action taken by the proceedings. Purchaser shall not settle, consent with respect 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 Tax Contest without the prior written consent (which consent of the Seller. The Seller shall not be unreasonably withheld or delayedrequired to make any payment on account of Taxes for which the Seller is required to indemnify the Purchaser hereunder until final determination (from which no appeal may be instituted) of Sellerany Tax Contest in respect of such Taxes, unless the relevant Tax Authority is entitled to take collection action in respect of such Taxes, notwithstanding the Tax Contest relating thereto, in which case the Seller shall pay such Taxes or the portion thereof that are subject to immediate collection action by the relevant Tax Authority within the time required by Applicable Law. To Failure by any Party to notify any other Party or to keep such other Party informed and involved, or to deliver any documents as provided in this Section 7.9 shall not relieve the Party otherwise entitled to such notice, or to be kept informed and involved, of the indemnification obligations contained in this Agreement except to the extent that there is an inconsistently between such failure results in prejudice to such other Party. This Section 11.06 and this Section 9.03 as it relates to a 7.9 shall govern the control of Tax Contest, Contests other than the provisions of Section 9.03 shall governTax Litigation.

Tax Contests. Purchaser shall inform Seller of If Buyer or the commencement Company receives notice of any audit, examination examination, litigation or other proceeding relating in whole or in part with respect to Taxes of the Company for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreementa Pre-Closing Period (a “Tax Contest”), then Buyer shall notify Xxxxxx Xxxx, on behalf of the Sellers, in writing, within thirty (30) days after Buyer’s or the Company’s receipt of such notice. With Xxxxxx Xxxx, on behalf of the Sellers and at the Sellers’ expense, shall represent the interests of the Company before the relevant Tax authority with respect to any such Tax, Seller will Tax Contest relating to any income Taxes that are pass-through taxes for any taxable period ending on or prior to the Closing Date and shall have the right, at its sole cost and expense, right to control (in the case of a Pre-Calculation Date Tax Period) defense, compromise or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise other 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. Purchaser will ; provided that, (i) Buyer shall have the right to participate in the defense of such Tax Contest and will cause to employ its own counsel at its expense, (ii) the Acquired Entity to) take such action in connection with Sellers shall not enter into any settlement of or otherwise compromise 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 prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed and (iii) the Sellers shall make any available election to “push out” any audit adjustment for Pre-Closing Tax Periods under Section 6226 of the Code and the Treasury Regulations thereunder. For all other Tax Contests, Buyer shall have the right to control the defense, compromise or other resolution of any such Tax Contest; provided that, (x) the Sellers shall have the right to participate in the defense of such Tax Contest and to employ their own counsel at their expense and (y) Buyer shall not enter into any settlement of or otherwise compromise any such Tax Contest that may reasonably give rise to an indemnification obligation for Sellers under Section 8.2 without the prior written consent of Xxxxxx Xxxx, on behalf of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, the Sellers and the Company shall not be permitted to make any election pursuant to Section 1101(g)(4) of SellerP.L. 144-74 (2015) (or any corresponding or similar state or local Legal Requirement or any Treasury Regulations promulgated with respect thereto) in connection with any Tax Contest or filing or amendment of any Tax Return or otherwise, in each case, with respect to any taxable period ending on or before the Closing Date. To In the extent that there is an inconsistently event of a conflict between Section 11.06 and the provisions of this Section 9.03 as it relates 6.5(g) and Section 8.3 with respect to a Tax Contest, the provisions of this Section 9.03 6.5(g) shall governcontrol.

Tax Contests. Purchaser shall inform Seller Each of the commencement Purchaser and the Seller shall promptly notify the other in writing within five business days of receiving notice of any pending or threatened audit, examination assessment, or other proceeding relating in whole or in part with respect to Taxes of the Company or any Subsidiary for which the Purchaser may be entitled to claim indemnification from the Seller is responsible hereunder ("Tax Contest"); provided that the failure of one party to indemnify timely notify the other party of any Purchaser Indemnified Party such Tax Contest pursuant to this Agreementsentence shall not affect the indemnity right or obligation of either party, so long as such failure does not materially prejudice such other party. With respect Upon giving written notice to any such Taxthe Purchaser, 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 the right to and shall represent the interests of the Company and its intention to Subsidiaries and control or participate in the conduct and disposition of any Tax Contest for the Pre-Closing Tax Period; provided that the Seller shall not dispose of any such Tax Contest. Purchaser will Contest in a manner that would purport to bind or would affect the Tax liability or Tax attributes of the Purchaser, the Company or any Subsidiary for Taxable periods (and will cause or portions thereof) ending after 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 Closing Date without the prior written consent (of the Purchaser, which consent shall not be unreasonably withheld withheld. The Seller shall, at the Purchaser's expense, afford the Purchaser and its Tax advisors a reasonable opportunity to keep informed as to the conduct and status of such Tax Contest and to consult with the Seller and its Tax advisors, including, without limitation, the right to attend conferences with taxing authorities and to submit pertinent material to the Seller in support of the Purchaser's position. The Purchaser shall control any Tax Contest for a Straddle Period or delayed) for any the Pre-Closing Tax Period which the Seller does not assume control of within a reasonable period of time by notice as described above, and the Purchaser shall, at the Seller's expense, afford the Seller and its Tax advisors a reasonable opportunity to keep informed as to the conduct and status of such Tax Contest and to consult with the Purchaser and its Tax advisors, including, without limitation, the right to attend conferences with taxing authorities and to submit pertinent material to the Purchaser in support of the Seller's position. To The Seller and the extent that there is an inconsistently between Section 11.06 Purchaser agree, at their own expense to cooperate fully, and this Section 9.03 as it relates cause their Affiliates to a cooperate fully, with the other party and its representatives in connection with such Tax Contest, the provisions of Section 9.03 shall governincluding timely furnishing all work papers and other documents requested by any relevant taxing authority and making relevant employees and officers reasonably available in connection with such Tax Contest.

Tax Contests. Purchaser After the Closing Date, the Buyer, the Group Companies and each Seller, respectively, shall inform Seller the other Parties in writing of the commencement of any audit, examination Action or proceeding self-assessment (i) relating in whole or in part to Taxes a Pass-Through Income Tax Return for a Tax period ending on or before or including the Closing Date or (ii) which Seller is responsible could result in an increased Tax liability of Sellers or an obligation of the Sellers (a “Tax Contest”). BSI shall have the right to indemnify represent the interests of the Group Companies in, and control, any Purchaser Indemnified Party pursuant and all Tax Contests; provided that the Buyer shall have the right to this Agreement. With respect to participate in any such Tax, Seller will have the right, Tax Contest and to employ counsel at its sole cost own expense and expense, to control (in choice for purposes of such participation. BSI shall keep the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise Buyer reasonably informed of any proceeding involving the Tax, provided that Seller Tax Contest and shall have promptly notified Purchaser in writing of its intention not agree or consent to control compromise 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 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 Buyer’s prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed) ). If BSI does not elect to represent the interests of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to Group Companies or control a Tax Contest, then the provisions Buyer shall represent the rights of the Group Companies in, and control, such Tax Contest; provided that in such case BSI shall have the right to participate in any such Tax Contest and to employ counsel at their own expense and choice for purposes of such participation; provided, further, that the Buyer shall keep BSI reasonably informed of any such Tax Contest and shall not agree or consent to compromise or settle any such Tax Context without BSI’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, unless the BSI and the Buyer, in their sole discretion, both agree otherwise, a “push-out” election shall be made by the applicable Group Company under Section 9.03 shall govern6226 of the Code (or any similar or analogous election under state, local or non-U.S. Legal Requirement) with respect to any imputed underpayment (or similar amount under state, local or non-U.S. Tax-related Legal Requirements) that is allocable to a Pre-Closing Tax Period or Straddle Period for taxable years in which Subchapter C of Chapter 63, as amended by the Bipartisan Budget Act of 2015, applies.

Tax Contests. Purchaser shall inform Seller If a notice of the commencement of any deficiency, proposed adjustment, assessment, audit, examination or proceeding relating in whole other administrative or in part court proceeding, suit, dispute or other claim (a "Tax Contest") shall be delivered, sent, commenced, or initiated to or against ECG by any Taxing authority with respect to Taxes that results in or may result in a Loss for which indemnification may be claimed from Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to under this Agreement, Buyer shall promptly notify Seller in writing of such Tax Contest. With Except with respect to any Straddle Period, Seller shall have the sole right to represent ECG's interests and to employ counsel of its choice at its expense with respect to any such TaxTax Contest and Buyer shall not be responsible for any legal fees, Seller will costs or other expenses relating to such Tax Contest but shall have the right, right to consult with Seller during such proceedings 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 prior to assuming control of such Tax Contest Seller shall have promptly notified Purchaser acknowledge in writing of its intention liability for the Taxes subject to control or participate in such the Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action Seller shall not accept any proposed adjustment or enter into any settlement or agreement in connection with compromise or otherwise dispose of any such proceeding Tax Contest in a manner that Seller reasonably requestswould purport to bind or would affect the tax liability or tax attributes of ECG, including the selection of counsel and experts and Business or the execution of powers of attorney. Purchaser will (and will cause Contributed Assets for taxable periods or portions thereof ending after 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 Effective Date without the prior written consent (of Buyer, which consent shall not be unreasonably withheld or delayed) withheld. In the event that Seller does not take control 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 which it has the right to control hereunder, as reasonably requested by Seller, Buyer shall keep Seller reasonably informed as to the progress of any such Tax Contest, the provisions of Section 9.03 shall govern.

Tax Contests. (a) If a claim related to a Pre-Closing Taxable Period shall be made by any Taxing Authority which, if successful, might result in an indemnity payment to Purchaser or any 95 of its Affiliates pursuant to Section 9.2 (to the extent related to any Tax matter) or Section 10.1 (a “Tax Claim”), Purchaser shall inform promptly notify Seller in writing of the commencement such claim (and provide copies of any auditdocuments received from the Taxing Authority in respect of such claim) no later than five (5) Business Days after such Tax Claim is made. Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel), examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any but 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 participate in such proceeding (except in the case of a Pre-Calculation Date Tax Period) or participate Claim that relates in (in the case of any way to a Straddle Period) the prosecutionConsolidated Tax Return), settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of at 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 promptlyown 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 compromise and/or concede any portion of such proceeding that is reasonably likely to affect the Tax liability of the Purchased Subsidiaries or with respect to the entry of a judgment of Business for any taxable year (or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder portion thereof) beginning after the Closing Date without the prior written consent (of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If Seller fails to assume control of the conduct of any such proceeding within a reasonable period following the receipt by Seller of notice of such proceeding (except with respect to a Tax Claim that relates in any way to a Consolidated Tax Return), Purchaser shall have the right to assume control of such Tax Claim but shall not settle, compromise or concede such proceeding without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller may, subject to the foregoing consent rights, with Purchaser’s participation, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the applicable Tax Liability and sxx for a refund (and be entitled to such refund if received) or contest the Tax Claim. Seller shall notify Purchaser of Seller. To any material development with respect to a proceeding to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Purchaser does not elect to a Tax Contest, the provisions of Section 9.03 shall governparticipate in any such proceeding hereunder.

Tax Contests. Purchaser The Buyer shall inform promptly notify the 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 upon receipt by 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, Buyer of any notice of an auditany audits, examinationexaminations, claim adjustments or assessment for any Tax assessments received by the Buyer relating to Taxes imposed on the Company for which Seller is responsible a Buyer Indemnified Party may be entitled to receive indemnity under this Agreement (a “Tax Action”). Such notice shall state the nature and keep Seller informed basis of progress in the proceedings Tax Action and allow Seller to attend any meetings and scheduled calls the amount of Taxes claimed with the Governmental Authorities respect thereto, to the extent known. The Buyer’s failure to notify the Seller is will not controlling relieve any of the proceedings. Purchaser shall not settleSeller of any liability that they may have, consent except to the entry extent the defense of such Tax Action is actually prejudiced as a judgment direct result of or compromise the Buyer’s failure to give such notice. In the event that a Tax Action can be contested separately from any audit, examination or proceeding Tax Action relating to Taxes for which it a Buyer Indemnified Party is not entitled to indemnification hereunder receive indemnity under this Agreement, the Seller may elect within fifteen (15) days of receiving notice of such Tax Action to represent the Company in such Tax Action (a “Seller’s Tax Contest”), and to employ counsel of its choice at the Seller’s expense, provided that (i) the Buyer shall be entitled to participate at its sole expense in such Seller’s Tax Contest, and (ii) the Seller may not agree to settle any Seller’s Tax Contest without the Buyer’s prior written consent (consent, which consent shall not be unreasonably conditioned, withheld or delayed) of Seller. To In the event that a Tax Action cannot be contested separately from any Tax Action relating to Taxes for which a Buyer Indemnified Party is not entitled to receive indemnity under this Agreement, to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contestfeasible, the provisions Seller shall have the right to participate at its sole expense in such Tax action if and to the extent such matter is may result in Tax liability of Section 9.03 shall governthe Seller.

Tax Contests. Purchaser shall inform Seller Parent agrees to give written notice to the Representative upon its receipt (or the receipt by any of its Affiliates) of any written notice from a Governmental Authority 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 Parent pursuant to Section 8.2 a Tax may be sought from a Shareholder or a Tax refund or credit described in Section 8.6 (a “Tax Claim”); provided that failure to comply with this Agreementprovision will not affect Parent’s right to indemnification hereunder, unless and only to the extent that such failure results in a material prejudice to the Shareholders. With respect The Representative will control the contest or resolution of any Tax Claim; provided, however, that the Representative will obtain the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a Tax Claim or ceasing to any defend such TaxTax Claim if such action would adversely impact Parent; provided further, Seller that Parent will have the rightright to participate in the defense of such Tax Claim, at and to employ counsel of its sole cost choice for such purpose, the fees and expenseexpenses of which separate counsel will be borne by Parent, as the case may be. The Representative shall promptly notify Parent if the Representative decides not to control (in the case of a Pre-Calculation Date Tax Period) defense 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 Claim which it is entitled to control pursuant to this Section 8.4, and Parent shall thereupon be permitted to have the exclusive right to control, defend and settle such Tax Claim, and any costs and expenses of defense and investigation, including court costs and reasonable attorney’s fees, incurred or suffered by Parent in connection with such defense shall constitute Losses subject to indemnification hereunder without under this Agreement, regardless of the outcome of the Tax Claim and notwithstanding anything to the contrary in this Agreement (including, for the avoidance of doubt, Section 8.2) provided, however, that Parent shall obtain the prior written consent of the Representative (which consent shall will not be unreasonably withheld withheld, delayed, or delayedconditioned) before entering into any settlement 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, Claim or ceasing to defend such Tax Claim if such action would adversely impact the provisions of Section 9.03 shall governShareholders.

Tax Contests. Purchaser The Buyer and Seller shall inform Seller keep the other informed of any inquiries, communications, actual or proposed audits, assessments, reassessments and any similar communications that relate to any Taxes of the commencement of Purchased Corporations (“Tax Claims”); provided, that Buyer shall only be obligated to do so with respect to any audit, examination or proceeding relating in whole or in part Tax Claims that relate to Taxes for which the Seller is responsible reasonably expected be liable under this Agreement or applicable Law. The Buyer shall cooperate with the Seller to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect respond to any such TaxTax Claims, and the Seller will have the right, at its sole cost and expense, shall be entitled to take 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 such Tax Claim to the Taxextent that it relates to Taxes for which the Seller would be fully liable under this Agreement or applicable Law; provided, provided however, that Seller shall have promptly no right to take control of any Tax Claim unless (1) Seller shall have first notified Purchaser Buyer in writing of its Seller’s intention to control or participate in such Tax Contest. Purchaser will (do so and will cause of the Acquired Entity to) take such action identity of counsel, if any, chosen by Seller 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 promptlytherewith, and send (2) Seller copies promptly upon receiptshall have agreed with Buyer that, of any notice of an auditas between Buyer and Seller, examination, claim or assessment Seller shall be liable 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 Damages relating to Taxes for which it is that result from such Tax Claim; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Tax Claim. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller shall be entitled to indemnification hereunder settle, either administratively or after the commencement of litigation, any claim for Taxes which reasonably could be expected to adversely affect the liability for Taxes of Buyer, the Purchased Corporations or any Affiliate thereof for any period after the Closing Date to any extent without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). In any case where the Seller does not control a Tax Claim relating to Taxes for which Seller is reasonably expected to be liable under this Agreement or applicable Law, the Buyer shall keep the Seller informed of all material developments and shall allow the Seller to participate in the defense of such Tax Claim. The Buyer shall not allow any Purchased Corporation to settle any Tax Claims for which the Seller is reasonably expected to be liable for any underlying Taxes without the prior written consent of the Seller (which consent shall not be unreasonably conditioned, withheld or delayed) ). If the Seller pays any Taxes in respect of a Tax Claim which are subsequently refunded, the Buyer shall cause such refunded amounts to be returned to the Seller, together with any interest thereon received from the applicable Governmental Authority (net of any Taxes attributable to such refunded amounts and such interest). To In the extent that there is an inconsistently event of a conflict between Section 11.06 and the provisions of this Section 9.03 as it relates to a Tax Contest9.3(4) and the provisions of Section 8.8, the provisions of this Section 9.03 9.3(4) shall governcontrol.

Tax Contests. Purchaser shall inform Seller If, subsequent to the Closing, Buyer or any of its Subsidiaries (including the commencement Company and its Subsidiaries) or Affiliates receives notice of any audit, examination other administrative proceeding or proceeding inquiry or judicial Action involving Taxes (a “Tax Contest”) relating to a Tax period (or portion thereof) ending on or prior to the Closing Date, then within twenty (20) days after receipt of such notice, Buyer shall notify the Representative in whole writing of such notice. If any such Tax Contest relating to a Tax period ending on or in part prior to the Closing Date could give rise to Taxes for which Seller Buyer is responsible entitled to indemnify indemnification under Article X (taking into account the limitations set forth therein), the Representative may elect to control such Tax Contest, at its own expense (on behalf of the Stockholders and Optionholders), by providing Buyer written notice of intent to control such Tax Contest within fifteen (15) days after receipt of notice from Buyer. If the Representative does not provide written notice of intent to control such Tax Contest within such time period, the Representative shall be deemed to have elected not to control such Tax Contest. Prior to the Representative taking control, the Buyer shall, and shall cause the Company or its applicable Subsidiary to, control such Tax Contest in good faith. While the Representative controls any Purchaser Indemnified Party pursuant to this Agreement. With such Tax Contest, the Representative shall (1) keep the Buyer reasonably informed regarding the status of such Tax Contest and consult in good faith with the Buyer with respect to any issue relating to such TaxTax Contest, Seller will have (2) provide Buyer with copies of any correspondence, notices and other written material received from any Governmental Authority with respect to such Tax audit or other proceeding, (3) provide the rightBuyer with a copy of, and an opportunity to review and comment on, any written submissions made to a Governmental Authority in connection with such Tax Contest, (4) allow the Buyer and the Company, at its the Buyer’s sole cost and expense, to participate in such Tax Contest; and (5) not settle, resolve, or abandon any such Tax Contest without the prior written consent of the Buyer (which shall not be unreasonably withheld, conditioned or delayed). If the Representative does not elect, or is deemed to not elect, to control such Tax Contest, or with respect to any Tax Contest relating to a Straddle Period that could give rise to Taxes for which Buyer is entitled to indemnification under Article X (taking into account the limitations set forth therein), the Buyer shall control such Tax Contest and shall (A) keep the Representative reasonably informed regarding the status of such Tax Contest; (B) not settle, resolve, or abandon any such Tax Contest without the prior written consent of the Representative (which shall not be unreasonably withheld, conditioned or delayed, and in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of Contest relating to a Straddle Period) , shall be with respect to the prosecution, settlement or compromise portion of any proceeding involving such Tax Contest ending on or before the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Closing only); and (C) permit the Representative to control or participate in a Tax Contest relating to a Straddle Period at the sole cost and expense of the Representative, such participation to include the right to receive copies of all correspondence from any Governmental Body with respect to the Tax ContestContest and attend meetings. Purchaser will (and will cause Notwithstanding the Acquired Entity to) take such action in connection with foregoing, 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 failure by Buyer to provide notice of an audit, examination, claim or assessment for any a 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 Contest 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 affect Buyer’s right to indemnification hereunder without pursuant to Article X unless 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 governStockholders are materially prejudiced thereby.

Tax Contests. Purchaser shall inform Seller Representative of the commencement subsequent to the Closing Date of any audit, examination or proceeding (“Tax Contests”) relating in whole or in part to Taxes for which Purchaser may be entitled to indemnity from Seller Parties hereunder and the Seller Representative shall be entitled to control and conduct those aspects of such Tax Contests that are related exclusively to the liability for any Taxes, the amount of which is responsible recoverable by Purchaser from Seller Parties hereunder. Costs of any Tax Contest are to indemnify any Purchaser Indemnified Party pursuant to this Agreementbe borne by the party controlling such Tax Contest. With respect to a Tax Contest which the Seller Representative is entitled to control, the Seller Representative shall have the right to determine, in its sole discretion, such issues as (i) the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Company in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such TaxTax Contest, except that the Seller will Representative shall not settle any Tax Contest in a manner that would have an adverse Tax effect on the rightCompany and is Subsidiaries for taxable periods ending after the Closing Date without the prior written consent of the Purchaser. However, if Purchaser withholds such consent then any related indemnity obligation of the Seller Parties shall be limited to the amount of such indemnity obligation computed as though the settlement for which such consent was sought had been implemented. The Seller Representative shall keep the Purchaser informed throughout the Tax Contest and the Purchaser shall be entitled to participate at its sole cost and expense, to control (expense 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 (or the Company, as applicable, shall deliver to the Seller Representative any power of attorney reasonably required to allow the Seller Representative and will cause its counsel to represent the Acquired Entity to) take such action Company in connection with any the Tax Contest and shall use their reasonable efforts to provide the Seller Representative with such proceeding that assistance as may be reasonably requested by the 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 Representative in the proceedings and allow Seller to attend any meetings and scheduled calls connection 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 Buyer shall inform notify Seller of within ten (10) days upon the commencement receipt of any auditnotice, or becoming aware, of any audit or other similar examination or proceeding relating in whole or in part with respect to Taxes of any Group Company for any Pre-Closing Tax Period for which the Seller is responsible or any of its direct or indirect owners could reasonably be expected to indemnify any Purchaser Indemnified Party pursuant to be liable on a flow-through basis for such Taxes, as a result of an indemnification obligation or liability under this Agreement, or that could otherwise impact the Seller or any of its direct or indirect owners (a “Tax Contest”). With respect Seller shall, have the right (but not the obligation) to control, or cause the Company or applicable Subsidiary to control, the conduct of any such Tax, Seller will have Tax Contest (which Tax Contest shall be conducted at the rightSeller’s expense and direction and shall be subject to Section 8.8); provided that (i) Buyer, at its sole cost and expense, shall have the right to participate in such Tax Contest and (ii) Seller shall not settle or otherwise compromise any such Tax Contest without Buyer’s consent (such consent not to be unreasonably withheld, conditioned or delayed) to the extent such settlement or other compromise could reasonably be expected to adversely impact Buyer, the Company or any Subsidiary of the Company. Any Tax Contest that relates to a Straddle Period or that Seller has elected not to control pursuant to the immediately preceding sentence shall be controlled by Buyer (in the case of a Pre-Calculation Date Tax Period) or participate in (which, in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, Period shall be at Buyer’s expense); provided that Seller (i) Seller, at its sole expense, shall have promptly notified Purchaser in writing of its intention the right to control or participate in such Tax Contest. Purchaser will , (ii) Buyer shall keep the Seller reasonably informed with respect to such Tax Contest and will cause the Acquired Entity to(iii) take such action in connection with Buyer shall not settle or otherwise compromise 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 Seller’s prior written consent (which such 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 any portion of this Section 9.03 as it relates 8.2(h) is inconsistent with Section 12.2(c) with respect to a Tax Contest, this Section 8.2(h) shall control. This Section 8.2(h) shall cease to be of any further force and effect on the provisions eighteen (18) month anniversary of Section 9.03 shall governthe Closing Date, except for (i) any Tax Contest for which the Seller or any of its direct or indirect owners could reasonably be expected to be liable on a flow-through basis for Taxes or that could otherwise impact the Seller or any of its direct or indirect owners and (ii) for any unresolved Tax Contest for which Buyer properly and timely delivered a Claim Notice prior to the expiration of such eighteen (18) month anniversary of the Closing Date.

Tax Contests. Purchaser shall inform After the Closing, Bxxxx will promptly notify Seller of in writing upon the commencement of any Tax audit, examination suit, action or proceeding relating in whole (each, a “Tax Contest”) involving one or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With more of the Companies, with respect to any such Tax, a tax period closing on or before the Closing Date or a Straddle Period. Seller will have the rightright to control the defense of a Tax Contest for a tax period closing on or before the Closing Date, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its sole cost and expense, provided, however, that Seller will keep Buyer apprised of developments relating to such Tax Contest, will provide Buyer with copies of all correspondence from any Taxing Authority relating to such Tax Contest, and will conduct the defense of such Tax Contest diligently and in good faith. Seller will not settle, compromise or concede a Tax Contest to the extent it would adversely affect the Tax liability of Buyer or any of the Companies for any tax period beginning after the Closing Date without the prior consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Buyer will have the right to control (in the case defense of a Pre-Calculation Date Tax Period) or participate in (in the case of Contest for a Straddle Period) , which control will include, subject to the prosecutionimmediately following sentence, settlement the right to settle, compromise or compromise of any proceeding involving concede such Tax Contest and the Tax, provided that Seller shall have promptly notified Purchaser in writing right to employ counsel of its intention choice at its expense, provided, however, that Buyer will keep Seller apprised of developments relating to control or participate in such Tax Contest. Purchaser , will (provide Seller with copies of all correspondence from any Taxing Authority relating to such Tax Contest, and will cause conduct the Acquired Entity to) take defense of such action Tax Contest diligently and in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorneygood faith. Purchaser Bxxxx 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 compromise or concede such a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder Tax Contest without the prior written consent (of Seller, which consent shall will not be unreasonably withheld withheld, conditioned or delayed) . Seller will have the right to participate in the defense of Seller. To the extent that there is an inconsistently between Section 11.06 any such Tax Contest and this Section 9.03 as it relates to a Tax Contest, the provisions employ counsel of Section 9.03 shall governits choice at its expense.

Tax Contests. Purchaser shall inform Buyer agrees to give prompt notice to Seller of any assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, or the commencement of any audit with respect to any Tax period for an Acquired Company ending on or before the Closing Date (any such suit, action, proceeding or audit, examination a “Tax Contest”), specifying with reasonable particularity the basis therefor, and will give Seller such information with respect thereto as Seller may reasonably request. Seller shall, at its election and expense, have the right to control the Tax Contest if (i) the Tax Contest relates solely to a Tax period ending on or proceeding before the Closing Date and (ii) Seller shall have acknowledged, or if requested by Buyer confirmed, in writing that any Losses and costs of prosecuting relating in whole to such Tax Contest are entirely subject to indemnification, or in part otherwise to Taxes for which be borne, by Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax; provided, Seller will have the righthowever, 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 keep Buyer informed regarding such Tax Contest on a timely basis, shall consult with Buyer in writing advance of its intention filings, discussions and meetings, shall afford Buyer the opportunity to control or review any submissions and provide Buyer with final copies of such submissions and shall allow Buyer to participate in any such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action , including in connection any meetings with a Governmental Authority or other proceedings; provided, further, that Seller shall not agree to any settlement or other disposition 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 Contest without the Buyer’s prior written consent (consent, which consent shall not be unreasonably withheld or delayed) of . In all other instances, Buyer shall, at Seller. To ’s expense to the extent that there Seller is an inconsistently between Section 11.06 and this Section 9.03 as it relates obligated hereunder, without prejudice to a its rights to indemnification contained herein, conduct the defense of any Tax Contest, but Seller may, at its own expense, participate in any such Tax Contest to the provisions extent permitted by applicable Law; provided, that, Buyer may settle or agree to another disposition of Section 9.03 any such Tax Contest without Seller’s consent, recognizing that the determination of whether any related Losses are indemnifiable by Seller shall governbe determined in separate negotiations or proceedings. Prior to settling or agreeing upon any disposition of any such Tax Contest, Buyer shall consult with Seller regarding such Tax Contest for a period of not less than ten (10) days, after which Buyer may settle or otherwise dispose of such Tax Contest on terms Buyer determines. Failure to notify Seller of a Tax Contest or to allow Seller to control a Tax Contest in accordance with this §9.8 shall not relieve Seller of its obligations under this Agreement, except to the extent Seller’s liability under this Agreement is actually and materially adversely affected as a result thereof. This §9.8 and not §8.4.3 shall control all Tax Contests.

Tax Contests. Purchaser shall inform Seller of the commencement subsequent to the Closing Date of any audit, examination or proceeding (“Tax Contests”) relating in whole or in part to Taxes for which Purchaser may be entitled to indemnity from Seller hereunder and Seller shall be entitled to control and conduct those aspects of such Tax Contests that are related exclusively to the liability for any Taxes, the amount of which is responsible recoverable by Purchaser from Seller hereunder. Costs of any Tax Contest are to indemnify any Purchaser Indemnified Party pursuant to this Agreementbe borne by the party controlling such Tax Contest. With respect to a Tax Contest which Seller is entitled to control, Seller shall have the right to determine, in its sole discretion, such issues as (i) the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Company in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such TaxTax Contest, except that Seller will shall not settle any Tax Contest in a manner that would have an adverse Tax effect on the right, Company and its Subsidiaries for taxable periods ending after the Closing Date without the prior written consent of Purchaser (which consent may be not be unreasonably withheld. The Seller shall keep the Purchaser informed through the Tax Contest and the Purchaser shall be entitled to participate at its sole cost and expense, to control (expense 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 an such Tax Contest. Purchaser will (or the Company, as applicable, shall deliver to Seller any power of attorney reasonably required to allow Seller and will cause its counsel to represent the Acquired Entity to) take such action Company in connection with any the Tax Contest and shall use their reasonable efforts to provide Seller with such proceeding that assistance as may be reasonably requested by 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 connection 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 shall inform Seller promptly notify the Sellers in writing upon receipt by the Purchaser or any of its Affiliates (including the commencement Acquired Companies) of notice of any auditpending or threatened Tax audits, examination assessments, claims 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 other disputes relating to Taxes for which it is the Indemnified Purchaser Entities may be entitled to indemnification hereunder under Article 9 (“Tax Contests”). The Sellers shall have the right to control any Tax Contests relating to Pre-Closing Periods; provided, that Purchaser shall be entitled to participate in such Tax Contests, the Sellers shall keep Purchaser informed of the progress of such Tax Contests (including by providing copies of any material written correspondence in connection therewith) and the Sellers shall not settle or compromise such Tax Contest without the Purchaser’s prior written consent (which consent not to be unreasonably withheld, conditioned or delayed). Purchaser shall have the right to control any Tax Contests relating to the Acquired Companies that are not controlled by the Sellers pursuant to the previous sentence; provided, that to the extent such Tax Contests relate to Straddle Periods, then for so long as the Sellers have any remaining indemnity obligations pursuant to Section 9.01(a)(iii), the Sellers shall be entitled to participate in such Tax Contests, Purchaser shall keep the Sellers informed of the progress of such Tax Contests (including by providing copies of any material written correspondence in connection therewith) and Purchaser shall not settle or compromise such Tax Contest without the Sellers’ prior written consent (not to be unreasonably withheld withheld, conditioned or delayed) ). Notwithstanding anything to the contrary, in the event of Seller. To the extent that there is an inconsistently any inconsistency between Section 11.06 and this Section 6.03(d) and Section 9.03 as it relates with respect to a any Tax Contest, the provisions of this Section 9.03 6.03(d) shall govern.

Tax Contests. Purchaser Parent shall inform Seller notify the Representative in writing upon receipt by Parent, the Company or any of its Subsidiaries of notice in writing of any audit or other administrative proceeding or inquiry or judicial proceeding involving Taxes that could reasonably be expected to give rise to a claim for indemnification under Section 11.2(a) (a “Tax Contest”), 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 its indemnification obligations under Article XI except to the extent that such other party is actually prejudiced thereby. To the extent such Tax Contest could not reasonably be expected to affect any audit, examination Tax period (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 (portion thereof in the case of a Straddle Period) beginning after the prosecutionClosing Date, settlement or compromise the Representative shall have the right to control, conduct and settle any such Tax Contest; provided that the Representative notifies Parent in writing that the Representative will so control and conduct such Tax Contests, and provided, further, that the Representative shall keep Parent reasonably informed of all material developments on a timely basis, shall provide to Parent copies of any proceeding involving written material correspondence received from the TaxTaxing authority related to such Tax Contest, provided that Seller and shall have promptly notified Purchaser in writing of its intention permit Parent to control or participate in such Tax Contest. Purchaser will Contest (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 allowed by applicable Law). Parent shall have the right to control and conduct any other Tax Contest (including any Tax Contest with respect to which the Representative does not controlling exercise the proceedings. Purchaser Representative’s right to control, conduct and settle), provided that Parent shall keep the Representative reasonably informed of all material developments on a timely basis, shall provide to the Representative copies of any written material correspondence received from the Taxing authority related to such Tax Contest, shall permit the Representative to participate in such Tax Contest (to the extent allowed by applicable Law), and shall not settle, consent settle any such Tax Contest (if such settlement could reasonably be expected to the entry of give rise to a judgment of or compromise any audit, examination or proceeding relating to Taxes claim for which it is entitled to indemnification hereunder under Section 11.2(a)) without the prior written consent of the Representative (which such consent shall not to be unreasonably withheld withheld). In the event of any conflict or delayed) overlap between 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 Contest10.9 and Section 11.3, the provisions of this Section 9.03 10.9 shall governcontrol.

Tax Contests. Purchaser shall inform After the Closing, Buyer will promptly notify Seller of in writing upon the commencement of any Tax audit, examination suit, action or proceeding relating in whole (each, a “Tax Contest”) involving one or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With more of the Group Companies, with respect to a tax period closing on or before the Closing Date or a Straddle Period. Seller shall have the right to control the defense of a Tax Contest for a tax period closing on or before the Closing Date, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its expense, provided, however, that Seller will keep Buyer apprised of developments relating to such Tax Contest, will provide Buyer with copies of all correspondence from any taxing authority relating to such TaxTax Contest, and will conduct the defense of such Tax Contest diligently and in good faith. Seller will not settle, compromise or concede a Tax Contest to the extent it would adversely affect the Tax liability of Buyer or any of the Group Companies for any tax period beginning after the Closing Date without the prior consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Buyer shall have the right to control the defense of a Tax Contest for a Straddle Period, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its expense, provided, however, that Buyer will keep Seller apprised of developments relating to such Tax Contest, will provide Seller with copies of all correspondence from any taxing authority relating to such Tax Contest, and will conduct the defense of such Tax Contest diligently and in good faith. Buyer will not settle, compromise or concede such a Tax Contest without the prior consent of Seller, which consent will not be unreasonably withheld, conditioned or delayed. Seller will have the right, right to participate in the defense of any such Tax Contest and to employ counsel of its choice 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 shall inform Seller If Buyer receives any written notice of the commencement of any audit, examination a proposed assessment or claim in an audit or administrative or judicial proceeding relating in whole or in part to Taxes for which that are or could be Buyer Indemnified Taxes (a "TAX PROCEEDING"), then Buyer shall promptly notify Seller thereof in writing and shall send a copy of such notice to Electronic Data Systems Corporation, EDS Tax Department, 0000 Xxxxxx Xxxxx, Xxxx Xxxx X0-0X-00, Xxxxx, Xxxxx 00000; Tel (972) 000-0000; Fax (000) 000-0000; Attn: Corporate Tax Director; provided however, that no delay on the part of Buyer in notifying Seller shall relieve Seller from any obligation hereunder unless (and then solely to the extent) Seller is responsible actually and materially prejudiced thereby. Seller will have the exclusive right to indemnify control any Purchaser Indemnified Party pursuant to this AgreementTax Proceedings involving a Seller Consolidated Return. With respect to any such Tax, Tax Proceeding (other than a Tax Proceeding that involves a Seller Consolidated Return) Seller will have the rightexclusive right to control any such Tax Proceeding relating to Taxes that are or could be Buyer Indemnified Taxes or that could result in a refund payable to Seller pursuant to Section 8.2(f) so long as (i) Seller notifies Buyer, within fifteen (15) Business Days after Buyer has given notice of such Tax Proceeding to Seller, that Seller wishes to control such Tax Proceeding and that the Seller will indemnify Buyer from and against the entirety of any and all Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, or caused by Buyer Indemnified Taxes resulting from such Tax Proceeding (and Seller will be deemed to have so notified Buyer with respect to each such Tax Proceeding listed on Section 3.7(c) of the Company Disclosure Letter), (ii) Seller conducts the defense of such Tax Proceeding in an active and diligent manner, and (iii) such Tax Proceeding does not involve an issue for which both Seller or its Affiliates and Buyer or its Affiliates could be liable (and not indemnified by the other party). So long as the conditions set forth in the preceding sentence are and remain satisfied, then Seller may control the relevant Tax Proceeding and Buyer may retain separate co-counsel at its sole cost and expense. If Seller does not deliver the notice contemplated by the second preceding sentence within fifteen (15) Business Days after Buyer has given notice of the relevant Tax Proceeding to Seller, or Seller otherwise at any time fails to conduct the defense of the Tax Proceeding actively and diligently, Buyer shall be entitled to have sole control (in over the case defense or settlement, compromise, admission or acknowledgement of a Pre-Calculation Date the Tax Period) or participate in (in the case of a Straddle Period) the prosecutionProceeding; provided, settlement or compromise of any proceeding involving the Taxhowever, provided that Seller shall have promptly notified Purchaser in writing of its intention be entitled to control or participate in such Tax Contestaction at its own expense; and provided, further, that Buyer shall make no settlement, compromise, admission, or acknowledgement that would give rise to liability on the part of Seller without the prior written consent of Seller not to be unreasonably withheld. Purchaser will If clause (and will cause iii) of the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requeststhird preceding sentence is or becomes unsatisfied, 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 promptlyBuyer may defend, 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, may consent to the entry of a any judgment or enter into any compromise or settlement with respect to the Tax Proceeding, provided, however, that Seller will not be bound by the entry of any such judgment consented to, or any such compromise any auditor settlement effected, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the its prior written consent (which consent shall will not be unreasonably withheld or delayed). In the event that Buyer conducts the defense of any Tax Proceeding pursuant to any of the preceding sentences, Seller will (i) reimburse Buyer promptly and periodically for the portion of Seller. To the costs of defending such Tax Proceeding (including reasonable attorneys' fees and expenses) that relates to Buyer Indemnified Taxes and (ii) remain responsible for any and all other Adverse Consequences that Buyer may incur or suffer resulting from, arising out of, relating to, or caused by Buyer Indemnified Taxes resulting from such Tax Proceeding to the fullest extent that there is an inconsistently between Section 11.06 and provided in this Section 9.03 as it relates 8.2(d). Buyer shall have the exclusive right to defend any audit or administrative or judicial proceeding relating to Taxes that is not a Tax Contest, the provisions of Section 9.03 shall governProceeding.

Tax Contests. Purchaser If any party to this Agreement receives any written notice from any taxing authority proposing an adjustment to any tax for which any other party hereto may be obligated to indemnify under this Agreement, within ten business days thereafter such party shall inform give to the others written notice thereof that describes such proposed adjustment in reasonable detail, and shall indicate the amount (estimated, if necessary) of the increase in tax that may be suffered by Buyer, Seller or the Company, as the case may be. The failure to give notice pursuant to this Section 9.3 (e), however, shall not reduce the obligations of a party hereunder unless, and then only to the extent, such failure prejudices the rights of the other party to contest such tax adjustment. Seller and Front Royal, Inc., including their duly appointed representative, shall be responsible for defending against (and shall have the right to negotiate, resolve, settle or contest) any claim for a tax liability against the Company made by any taxing authority for any taxable period, or portion thereof, ending on or before the Closing Date; provided, however, that Seller shall keep Buyer advised of the status (and any change in status) of such claims. The foregoing notwithstanding, without Buyer's prior written consent, Seller shall not enter into any agreement that would adversely affect Buyer or the Company (including, without limitation, liability for taxes with respect to taxable periods ending after the Closing Date), except for adverse effects that are included in tax liabilities subject to indemnification pursuant hereto. In the event Buyer does not consent to a settlement agreement recommended by Seller with respect to any tax liabilities, then the aggregate amount of the indemnification payable by Seller in connection with such tax liabilities shall not exceed the amount that would otherwise have been payable had Seller so entered into such settlement agreement. Buyer shall within 14 days after it has knowledge of the assertion or commencement thereof notify Seller of the written assertion of any claim or the commencement of any auditsuit, examination action, proceeding, investigation or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify audit (any Purchaser Indemnified Party pursuant to this Agreement. With respect of the foregoing, a "Contest") that could give rise to any tax liabilities subject to indemnification hereunder, and shall provide Seller with copies (subject to deletion of unrelated information) of all correspondence relating to 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 Each party shall bear its own costs of defending against 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 After the Closing Date, the Buyer and the Seller, respectively, shall (and the Buyer shall cause the Target Entities to) inform Seller the other Parties in writing of the commencement of any Action, claim, audit, examination investigation, examination, or other proceeding or self-assessment with respect to a Tax Return of any Target Entity (or any other Target Group Member with respect to which any Target Entity or the Buyer has control) for the Pre-Closing Tax Period (a “Tax Contest”). The Seller shall represent the interests of the Target Group Members in, and control, any and all Tax Contests for any Pre-Closing Tax Period (other than any Straddle Period); provided, that, (i) the Buyer shall have the right to participate in any such Tax Contest and to employ counsel at its own expense and choice, (ii) the Seller shall keep the Buyer reasonably informed of any such Tax Contest, (iii) the Seller shall consult with the Buyer regarding the conduct of, and any material positions taken in, any such Tax Contest, and (iv) the Seller shall not agree or consent to compromise or settle any such Tax Contest without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Buyer shall represent the rights of the Target Group Members in, and control, any other Tax Contest; provided that for any portion of Tax Contests relating in whole or in part to Taxes for a Straddle Period with respect to which the Seller is responsible may be required to indemnify any Purchaser Indemnified Party make indemnification payments to the Buyer pursuant to Section 10.5, (i) the Seller shall have the right to participate in any such Tax Contest and to employ counsel at its own expense and choice, (ii) the Buyer shall keep the Seller reasonably informed of any such Tax Contest, (iii) the Buyer shall consult with the Seller regarding the conduct of, and any material positions taken in, any such Tax Contest, and (iv) the Buyer shall not agree or consent to compromise or settle any such Tax Contest without the Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed). In any Tax Contest in which either Party has the right to participate (but not control) pursuant to the foregoing provisions of this AgreementSection 6.10.2, the other Party shall use commercially reasonable efforts to provide such non-controlling Party the opportunity to participate in any material meetings or hearings with Tax Authorities. With To the extent the Partnership Tax Audit Rules apply to any of the Target Entities (or any other Target Group Members with respect to which any Target Entity or the Buyer has control), the Buyer shall control the appointment and identity (including any changes) of the “partnership representative” (and of any “designated individual”) of the applicable entity for purposes of the Partnership Tax Audit Rules, and each Party shall reasonably cooperate (and cause their direct and indirect owners to cooperate) with the other Party in connection with the foregoing. Notwithstanding anything to the contrary herein, with respect to any such TaxTax Contest involving any of the Target Entities (or any other Target Group Members with respect to which any Target Entity or the Buyer has control) with respect to which the Partnership Tax Audit Rules apply, 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 Party that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will serves as (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 only 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 permitted under applicable Legal Requirements and Organizational Documents to indemnification hereunder without so serve) the “partnership representative” of the applicable entity under applicable Tax Law and Organizational Documents, shall cause such applicable entity to make the election under Section 6226(a) of the Code, unless such Party has obtained the prior written consent (which consent shall of the other Party not be unreasonably withheld or delayed) of Seller. To the extent that there is to make such 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 governelection.

Tax Contests. If a claim relating to Taxes is made by any Governmental Authority (a "Tax Claim") which, if successful, would be reasonably likely to result in an indemnity payment to Purchaser or Seller, the Indemnitee shall inform Seller promptly notify the Indemnitor of such claim no later than 15 Business Days after such Tax Claim is made. Failure to comply with such requirement will not release the Indemnitor from any indemnification obligation hereunder with respect to such Tax Claim except to the extent 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 Agreementactual prejudice caused. With respect to any such TaxTax Claim relating to a Tax Return prepared and filed by Seller, Seller will have shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the rightforegoing, may, in good faith, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner, provided however, if Purchaser may be liable for such taxes through state successor liability laws or otherwise, Purchaser may participate, 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 such proceeding involving the Tax, provided that and Seller shall have promptly notified in good faith allow Purchaser to consult with it regarding the conduct of or positions taken 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 proceedingsproceeding. 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 be entitled to indemnification hereunder be informed of (i) Seller's Tax Claim within a reasonable time after such Tax Claim is asserted, and (ii) the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. Neither Seller nor Purchaser shall settle any such Tax Claim without the prior written consent (of the other, which consent shall not be unreasonably withheld or delayed. Except as otherwise provided in this paragraph (f), Purchaser shall control all proceedings with respect to all other Tax Claims relating to the Facility or the Purchased Assets. Purchaser and Seller shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the requesting Party of Sellerrecords 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. To Purchaser shall execute and deliver such powers of attorney and other documents as are necessary to carry out the extent that there is an inconsistently between Section 11.06 and intent of this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall governparagraph (f).

Tax Contests. Purchaser shall inform After the Closing, Buyer will promptly notify Seller of in writing upon the commencement of any Tax audit, examination suit, action or proceeding (each, a “Tax Contest”) involving one or more of the Group Companies, that relates to a Pre-Closing Tax Period (including a Straddle Period). Seller shall have the right to control the defense of a Tax Contest that relates to an Affiliated Group Tax Return or that otherwise solely relates to a Pre-Closing Tax Period, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its expense, provided, however, that, other than in respect of a Tax Contest that relates to an Affiliated Group Tax Return, Seller will keep Buyer apprised of developments relating to such Tax Contest, will provide Buyer with copies of all correspondence from any taxing authority relating to such Tax Contest, and will conduct the defense of such Tax Contest diligently and in whole good faith. Seller will not settle, compromise or concede a Tax Contest (other than a Tax Contest that relates to an Affiliated Group Tax Return) to the extent it would adversely affect the Tax liability of Buyer or any of the Group Companies for any tax period beginning after the Closing Date without the prior consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Buyer shall have the right to control the defense of a Tax Contest for a Straddle Period, which control will include, subject to the immediately following sentence, the right to settle, compromise or concede such Tax Contest and the right to employ counsel of its choice at its expense, provided, however, that Buyer will keep Seller apprised of developments relating to such Tax Contest, will provide Seller with copies of all correspondence from any taxing authority relating to such Tax Contest, and will conduct the defense of such Tax Contest diligently and in part to Taxes for good faith. Buyer will not settle, compromise or concede such a Tax Contest without the prior consent of Seller, which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreementconsent will not be unreasonably withheld, conditioned or delayed. With respect to any such Tax, Seller will have the right, right to participate in the defense of any such Tax Contest and to employ counsel of its choice 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 Buyer shall inform Seller notify the Representative upon receipt by it (or by the Acquired Companies) of written notice from any Governmental Authority of the commencement of any audit, examination or proceeding relating in whole or in part audit with respect to Taxes of the Acquired Companies for which Seller is responsible Sellers are reasonably likely to indemnify incur an indemnification obligation under Article IX (each, a “Tax Contest”); provided that any Purchaser Indemnified Party pursuant failure to this Agreementprovide such notification shall not affect Sellers’ liability under Article IX unless (and only to the extent that) Sellers are actually and materially prejudiced thereby. With respect to any such Tax, Seller will have the rightThe Representative may, at its the Sellers’ sole cost and expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Contest that relates solely to any Pre-Closing Tax Period, and the Representative provides Buyer with written notice of its intent to control such Tax Contest within ten (in the case 10) days of a Pre-Calculation Date Tax Period) or participate in (in the case receipt of a Straddle Period) the prosecution, settlement or compromise Buyer’s notice 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 If the Representative assumes such defense, then the Representative will (and will cause have the authority, with respect to any Tax Contest, to represent the interests of the Acquired Entity to) take such action in connection with Company subject to the Tax Contest, at the sole cost and expense of the Sellers, before the relevant Governmental Authority and the Representative will have the right to control the defense, compromise or other resolution of any such proceeding that Seller reasonably requestsTax Contest, subject to the limitations contained herein, 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 promptlyresponding to inquiries, and send Seller copies promptly upon receiptcontesting, of defending against and resolving any assessment for additional Taxes or notice of an auditTax deficiency or other adjustment of Taxes of, examinationor relating to, claim or assessment for any such Tax for which Seller is responsible and keep Seller informed of progress Contest. Buyer will have the right (but not the duty) to participate in the proceedings defense of such Tax Contest and allow Seller to attend employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative will not enter into 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 settlement of or otherwise 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 Buyer, which consent shall will not be unreasonably withheld withheld, conditioned or delayed. The Representative will keep Buyer reasonably informed with respect to the commencement, status and nature of any such Tax Contest and will, in good faith, allow Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. For all Tax Contests other than those controlled by the Representative, (a) Buyer will keep the Representative reasonably informed with respect to the commencement, status and nature of Seller. To any such Tax Contest and will, in good faith, allow the extent that there is an inconsistently between Section 11.06 Representative to consult with Buyer regarding the conduct of or positions taken in any such proceeding and this Section 9.03 as it relates to a Tax Contest(b) Buyer will not (and will cause its Affiliates including, after the Closing Date, the provisions Acquired Companies to not) enter into any settlement of Section 9.03 shall governor otherwise compromise any such Tax Contest without the prior written consent of the Representative, which consent will not be unreasonably withheld, conditioned or delayed.

Tax Contests. Purchaser shall inform Seller promptly notify the Shareholders in writing of the commencement of any audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which Seller is responsible Purchaser may be entitled to indemnify any Purchaser Indemnified Party pursuant to this Agreementindemnity from Shareholders hereunder. With respect to any such Tax, Seller will have the right, at its sole cost and expense, Tax Contest which relates 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 Closing Period of any proceeding involving Company, the TaxShareholders shall be entitled to direct and control, provided in good faith, all proceedings taken in connection with such Tax Contest with counsel reasonably satisfactory to Purchaser; provided, however, that Seller the Shareholders shall have promptly notified notify Purchaser in writing of its their intention to direct and control or participate in such Tax Contest within twenty (20) Business Days after the Shareholders’ receipt of Purchaser’s written notice of such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with The Shareholders may not settle or compromise any such proceeding Tax Contest 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, may have an adverse effect on Taxes of any notice of an audit, examination, claim or assessment Company for any Tax for which Seller is responsible and keep Seller informed of progress in period beginning after 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 settleClosing Date, 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. Notwithstanding the foregoing, if written notice is given to the Shareholders of the commencement of any Tax Contest for a Pre-Closing Period and the Shareholders do not, within twenty (20) Business Days after the Purchaser’s written notice is given, give written notice to the Purchaser of their election to assume the defense thereof, Purchaser shall direct and control, in good faith, such Tax Contest. In the case of a Tax Contest relating to Taxes of any Company for any Straddle Period, Purchaser shall control all proceedings taken in connection with any such Tax Contest. The Shareholders shall have the right to participate (at the Shareholders’ own expense) in any Tax Contest with respect to any Pre-Closing Period which is directed and controlled by Purchaser and any Tax Contest relating to any Straddle Period. The Shareholders’ right to participate shall include, but shall not be limited to, the right to receive copies of all correspondence from any Taxing Authority relating to such Tax Contest, attend meetings and review and comment on submissions relating to any Tax Contest, and Purchaser shall consider in good faith any comments provided by the Shareholders. Purchaser may not settle or delayed) compromise any Tax Contest that would result in an indemnification obligation of Sellerthe Shareholders for Taxes under this Agreement without the prior written consent of the Shareholders; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. To The failure of the Purchaser to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect the Shareholders’ obligations with respect thereto except to the extent that there is an inconsistently between Section 11.06 the Shareholders can demonstrate actual loss and this Section 9.03 prejudice as it relates a result of such failure. Purchaser and each Company shall use their reasonable efforts to provide the Shareholders with such assistance as may be reasonably requested by the Shareholders in connection with a Tax Contest, Contest controlled solely by the provisions of Section 9.03 shall governShareholders.

Tax Contests. Purchaser shall inform Seller If, following the Closing Date, the Buyer or any of the commencement its affiliates receives from any tax authority written notice of any claim, audit, examination or proceeding relating in whole with respect to taxes (a “Tax Contest”) with respect to which the Seller may reasonably have any liability for pre-Closing taxes (including pursuant to any indemnification provisions under this Agreement) or in part to Taxes for which the Seller is responsible or any direct or indirect equity holder thereof may have liability on a flow-through basis, the Buyer shall promptly provide a copy of such notice to indemnify any Purchaser Indemnified Party pursuant to this Agreementthe Seller. With respect to any such Tax, The Seller will shall have the right, at its sole cost and their expense, to control (in control, manage and be responsible for any Tax Contest to the case of extent that such Tax Contest relates to a Pre-Calculation Date Closing Tax Period. The Buyer may, at the Buyer’s expense, participate in such Tax Contest and the Seller shall not settle, compromise or otherwise resolve such Tax Contest without the consent of the Buyer, which consent will not be unreasonably withheld, conditioned or delayed. The Seller shall keep the Buyer informed of the progress of all such Tax Contests and shall provide the Buyer with copies of all written communications with any taxing authority related to such Tax Contests. the Buyer shall, at its expense, control, manage and be responsible for any Tax Contest that is not controlled by the Seller. To the extent any such Tax Contest controlled by the Buyer could result in a liability of the Seller for pre-Closing taxes (including pursuant to any indemnification provisions under this Agreement) or participate could result in a liability of the Seller or any direct or indirect equity holder of the Seller on a flow-through basis, (in the case of a Straddle Periodi) the prosecutionSeller may, settlement or compromise of any proceeding involving at the TaxSeller’ expense, 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) the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including Buyer shall keep 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 the progress in of such Tax Contest and shall provide the proceedings Seller with copies of all written communications with any taxing authority related to such Tax Contest and allow Seller to attend any meetings and scheduled calls with (iii) the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser Buyer 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 otherwise resolve such Tax Contest without the prior written consent (of the Seller, which consent shall will 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 If any claim, suit, action, litigation, proceeding, assessment, proposed assessment, or demand for Taxes (“Tax Contest”) related to the Transferred Assets or Business is asserted against Sellers in respect 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 indemnification may be sought pursuant to this Agreement against Acquiror, or any of its Affiliates, Sellers shall notify Acquiror of such Tax Contest or notice within ten (10) days of receipt thereof and shall give the Acquiror such information with respect thereto as the Acquiror may reasonably request. Failure by Sellers to comply with these provisions shall not relieve the Acquiror of its indemnity obligations under this Agreement except to the extent that Acquiror is materially prejudiced thereby. Acquiror may, at its own election and expense, control the defense of any Tax Contest described in this Section 7.05 to the extent such Tax Contest relates primarily to a Tax for which it is reasonably likely that Acquiror would have liability under this Agreement. With respect If Acquiror does not elect to any exercise such Taxcontrol, Seller will Acquiror shall have the right to participate, at its own expense, in such Tax Contest to the extent Acquiror had the right to control such Tax Contest pursuant to this Section 7.05. Sellers shall have the right, at its sole cost and Sellers’ 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 ContestContest that Acquiror elects to control. Purchaser will (and will cause the Acquired Entity to) take such action in connection with Acquiror shall not settle any such proceeding Tax Contest that Seller reasonably requestsit controls without the advance written consent of Sellers (such consent not to be 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 promptlydelayed or conditioned unreasonably), and send Seller copies promptly upon receipt, Sellers shall not settle any such Tax Contest that Sellers control in a manner that would increase the amount of any notice of an audit, examination, claim or assessment for any Tax for which Seller Acquiror 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 liable under this Agreement without the prior advance written consent of Acquiror (which such consent shall not to 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 unreasonably).

Tax Contests. Purchaser Buyer shall inform notify Seller in writing within a commercially reasonable amount of time after receipt by Buyer or the Company of any notice of any Tax enquiry, investigation, audit or other Tax dispute or contest relating to the Company or any of the commencement of any audit, examination Subsidiaries that relate to a Pre-Closing Tax Period or proceeding relating in whole or in part to Taxes for which Seller is responsible or the Seller Owners could be obligated to indemnify Buyer or that relate to a Tax refund or credit to which Seller and the Seller Owners are entitled under Section 5.13(e) (a "Tax Contest"), provided, however, that the failure of the notified party to give any Purchaser Indemnified Party pursuant to this Agreementother party notice as provided herein shall not relieve such other party of its indemnification obligations under Article VII. 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 the right to exercise control at any time over the handling, disposition and/or settlement of any issue raised in writing of its intention any Tax Contest pertaining to control a Tax period ending prior to or on the Closing Date; provided, however, that Buyer shall have the right to participate in such Tax Contest. Purchaser will (Contest 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 settle any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder issue in such Tax Contest without the prior written consent (of Buyer, which consent shall not be unreasonably withheld withheld, conditioned, or delayed) . Buyer shall cooperate with Seller, as reasonably requested by Xxxxxx, in any such Tax Contest. Buyer shall have the right to exercise control at any time over the handling, disposition and/or settlement of any Tax Contest pertaining to a Straddle Period; provided, however, that Seller shall have the right to participate in such Tax Contest and Buyer shall not settle any issue in such Tax Contest pertaining to any Seller indemnifiable Tax without the prior written consent 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 which consent shall govern.not be unreasonably

Tax Contests. Purchaser shall inform Seller If, subsequent to the Closing, Buyer or the Company receives notice of a Tax Contest relating to Taxes of the commencement Company that relates to a Pre-Closing Tax Period, then within five days after receipt of such notice, Buyer shall notify the Seller and the Shareholder of such notice; provided, however, that any audit, examination failure on the part of Buyer to so notify the Seller and/or the Shareholder shall not limit any of the obligations of the Seller or proceeding relating in whole or in part the Shareholder under Article VII (except to Taxes for which the extent such failure prejudices the defense of such Tax Contest). Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will shall have the right, at its sole cost and expensebut not the obligation, to control (in the case conduct and resolution of a Pre-Calculation Date any Tax Period) Contest that relates to any taxable period that ends on or participate in (in before the case of a Straddle Period) the prosecutionClosing Date, including any settlement or compromise of any proceeding involving thereof; provided, that if the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention and the Shareholder exercise their right to control or the Tax Contest Seller and the Shareholder shall keep the Buyer reasonably informed of all material developments on a timely basis and provided further that the Buyer will be entitled to participate in the defense of such Tax Contest. Purchaser will (claim if 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 only to the extent Seller is not controlling that the proceedingsresolution of the Tax Contest would reasonably be expect to adversely impact the Taxes or Tax Returns of the Company for a Tax period beginning on or after the Closing Date, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Buyer. Purchaser shall not settle, consent If and only to the entry extent that a settlement of a judgment of Tax Contest controlled by Seller would reasonably be expected to subject the Buyer or compromise any auditthe Company to a non-indemnified Tax, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder neither Seller nor the Shareholder shall settle such Tax Contest without the prior written consent of the Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) ). Buyer shall have the right and obligation to control the conduct and resolution of any Tax Contest that relates to a Straddle Period or that is not controlled by the Seller, including any settlement or compromise thereof; provided, that Buyer shall keep the Seller and the Shareholder reasonably informed of all material developments on a timely basis provided further that the Seller and the Shareholder will be entitled to participate in the defense of such Tax Contest and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Seller or the Shareholder, as applicable. Neither Buyer nor the Company shall settle a Tax Contest that Buyer controls without the prior written consent of the Seller and the Shareholder (which consent not to be unreasonably withheld, conditioned or delayed if such settlement would impact the Seller or the Shareholder). To the extent that there is an inconsistently between any provisions in Section 11.06 and 7.6 are inconsistent with this Section 9.03 as it 6.4(c) with respect to any Third-Party Claim that relates to a Tax ContestTaxes, the provisions of this Section 9.03 6.4(c) shall governcontrol.

Tax Contests. Purchaser shall inform Seller If, subsequent to the Closing Date, Buyer or the Company receives notice of an audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes of the commencement Company that could result in an indemnity payment to Buyer or any of any auditits affiliates pursuant to Section 9.1 (a “Tax Claim”), examination or proceeding relating Buyer shall promptly notify Seller and Alliance in whole writing of such Tax Claim, stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Buyer. If notice of a Tax Claim is not given to Seller and Alliance within a sufficient period of time to allow Seller and Alliance to effectively contest such Tax Claim, or in part reasonable detail to Taxes for which apprise Seller and Alliance of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller and Alliance shall not be liable to the Buyer or the Company or any of their affiliates to the extent that Seller’s and Alliance’s ability to effectively contest such Tax Claim is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreementprejudiced as a result thereof. With respect to any such TaxTax Claim, Seller will Alliance shall have the right, at its sole cost and expense, right 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 all proceedings taken in connection with any such proceeding that Seller reasonably requests, Tax Claim (including the selection of counsel counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and experts all administrative appeals proceedings, hearings and conferences with any Tax authority with respect thereto and may, in its sole discretion, either pay the execution Tax claimed and sxx for a refund where applicable law permits or contest the Tax Claim in any permissible manner, provided however, that Alliance may not, without Buyer’s consent, settle or close any Tax matters if the results of powers a Tax audit or proceeding are likely to materially increase the Tax liabilities 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 Company for any Tax for which Seller is responsible and keep Seller informed taxable period beginning on or after the Closing Date. If any provisions of progress in the proceedings and allow Seller to attend any meetings and scheduled calls this Section 12.5 conflict with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry provisions 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 Contest9.4, the provisions of this Section 9.03 12.5 shall govern.

Tax Contests. Purchaser shall inform notify Seller within ten (10) days of its receipt (a) of any notice of any Tax Contest or (b) of a written notice threatening any Tax Contest, in each case, relating to a Pre-Closing Tax Period of the commencement Company, and Seller shall have the right to control such Tax Contest at his expense and to employ counsel of any audithis choice if such Tax Contest relates solely to a period ending prior to the Closing Date; provided, examination or proceeding relating Purchaser shall have the right to participate 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 rightTax Contest, 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 jointly with Seller. Seller shall have promptly notified notify Purchaser in writing of its intention election to control any such Tax contest within ten (10) days of his receipt of the notice of such Tax Contest. With respect to a Tax Contest which Seller elects to control, Seller shall have the right to determine, in his reasonable discretion, all issues relating to the Tax Contest; provided that (a) Seller shall not settle any Tax Contest without the prior written consent of Purchaser (which consent may not be unreasonably withheld, conditioned or participate delayed) and (b) Seller shall use commercially reasonable efforts to defend such Tax Contest to its final conclusion. So long as Seller is conducting the defense in accordance with the requirements of this Section 7.4, Purchaser shall cause the Company to deliver to Seller any power of attorney reasonably required to allow Seller and his counsel to represent the Company in connection with any such Tax Contest that Seller is entitled to control hereunder and shall provide Seller with such assistance as may be reasonably requested in connection with any such Tax Contest. Purchaser will (and will cause shall control any other Tax Contests with respect to the Acquired Entity to) take such action in connection with Company, including any such proceeding Tax Contest 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 promptlydoes not elect to control pursuant to this Section 7.4, and send Seller copies promptly upon receipt, shall have the right to assume the control of any notice of an audit, examination, claim or assessment for any Tax for Contest which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller fails to attend any meetings and scheduled calls with the Governmental Authorities use commercially reasonable efforts to the extent Seller is not controlling the proceedings. defend, except that (a) Purchaser shall not settleagree to settle any such Tax Contest, consent which settlement will affect the taxable income or indemnification obligations of Seller with respect to the entry of a judgment of or compromise any auditTaxes, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent of Seller (which consent shall may not be unreasonably withheld withheld, conditioned or delayed), and (b) Purchaser shall diligently defend such Tax Contest to its final conclusion. Seller, on the one hand, and Purchaser and the Company, on the other hand, each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of Seller. To any Tax Contest to the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it such Tax Contest relates to a any Pre-Closing Tax Contest, the provisions of Section 9.03 shall governPeriod.

Tax Contests. Purchaser shall inform After the Closing, the Buyer will promptly notify the Seller of Representative in writing upon the commencement of any Tax audit, examination suit, action, or proceeding relating in whole or in part (each a “Tax Contest”) of the Seller with respect to Taxes a Pre-Closing Tax Period for which the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to liable under this Agreement. With respect Except for a Tax Contest that relates to a Straddle Tax Period, the Seller will have control over such Tax Contests, which control will include, subject to the immediately following sentence, the right to settle, compromise, and/or concede any such Tax Contest and the right to employ counsel of their choice at their expense, provided, however, that the Seller will keep the Buyer apprised of all developments relating to the Tax Contest, will provide the Buyer with copies of all correspondence from any Taxing Authority relating to any such TaxTax Contest, and will conduct the defense of such Tax Contest diligently and in good faith. The Seller will not settle, compromise, and/or concede a Tax Contest without the consent of the Buyer, which consent will not be unreasonably withheld, conditioned, or delayed. In the case of a Tax Contest that relates to a Straddle Tax Period, the Buyer will control the conduct of such Tax Contest but the Seller will have the right, at its sole cost and expense, right 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 requestsContest at its own expense, including the selection of counsel and experts and the execution of powers of attorney. Purchaser Buyer 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 4846-4639-0869 Execution Version not settle, consent to the entry of a judgment of or compromise any auditcomprise, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder and/or concede such Tax Contest without the prior written consent (of the Seller, which consent shall will 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 promptly notify Seller in writing upon receipt of the commencement notice of any audit, examination pending or proceeding relating threatened Tax Contest which could reasonably be expected to relate to Group Taxes in whole a Pre-Closing Period or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to has an indemnification obligation under this Agreement. With Seller shall control, at its expense, any such Tax Contest and employ counsel of its choice, provided however that (1) Seller shall keep Purchaser reasonably informed and consult seriously and in good faith with Purchaser and its counsel with respect to any such Tax, Seller will have the right, at its sole cost and expense, issue relating 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. ; (2) Seller shall provide Purchaser will with copies of all correspondence, notices and other written materials received from any Governmental Authorities and shall otherwise keep Purchaser and its counsel advised of significant developments in the Tax Contest and of significant communications involving representatives of the Governmental Authorities; (and will cause the Acquired Entity to3) take such action in connection Seller shall provide Purchaser 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, a copy 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 written submission to attend any meetings and scheduled calls with the be sent to a Governmental Authorities Authority prior to the extent submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Purchaser or its counsel may have with respect thereto; and (4) 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 settle such Tax Contest without the prior written consent of Purchaser (which consent shall not to be unreasonably withheld withheld, conditioned or delayed) ). Notwithstanding anything herein to the contrary, Seller shall be entitled to control, at its expense, any Tax Contest with respect to Group Taxes involving the Company underway as of Seller. To the extent that there is an inconsistently between Section 11.06 date of this Agreement and this Section 9.03 as it relates shall be entitled to a settle any such Tax ContestContest in its sole discretion; provided, however, Seller shall keep Purchaser reasonably informed with respect to any issue involving the provisions Company in such Tax Contest and Seller shall provide Purchaser with copies of Section 9.03 all material correspondence, notices and other written materials received from any Governmental Authorities with respect to the Company and shall governotherwise keep Purchaser advised of significant developments in the Tax Contest and of significant communications with respect to the Company involving representatives of the Governmental Authorities.

Tax Contests. Purchaser The procedures set forth in this Section 6.8(f) shall inform Seller of govern the commencement contest or resolution of any claim, 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 investigation or proceeding relating to Taxes of the Company (a “Tax Proceeding”). If an Indemnified Party receives notice of a Tax Proceeding, which relates to a taxable period for which it the Indemnifying Party is entitled responsible for Taxes pursuant to this Section 6.8, the party receiving such notice shall promptly notify the Indemnifying Party of such Tax Proceeding; provided, however, that the failure by an Indemnified Party to provide prompt notification shall not relieve the Indemnifying Party of its indemnification hereunder obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced thereby in defending such Tax Proceeding. Seller shall control all Tax Proceedings related to Tax periods ending on or before the Closing Date and shall have the right to make all decisions in connection with such Tax Proceedings, including, without limitation, the decision to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax authority, or to pay the Tax claimed, xxx for a refund or contest the disputed Tax in any legally permissible manner. Buyer shall control Tax Proceedings relating to Straddle Periods and the Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Proceedings with counsel of its choosing and at its expense. In the event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Proceedings. Buyer shall not settle the claims or assessments that are the subject of such Tax Proceedings without the prior written consent (of Seller, 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 shall inform Seller If, subsequent to the Closing, Buyer or the Company receives notice of a Tax Contest relating to Taxes of the commencement Company that relates to a Pre-Closing Tax Period, then within five days after receipt of such notice, Buyer shall notify the Sellers’ Representative of such notice; provided, however, that any audit, examination or proceeding relating in whole or in failure on the part of Buyer to Taxes for which Seller is responsible so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers under Article VII (except to indemnify any Purchaser Indemnified Party pursuant to this Agreementthe extent such failure prejudices the defense of such Tax Contest). With respect to any such Tax, Seller will Sellers’ Representative shall have the right, at its sole cost and expensebut not the obligation, to control (in the case conduct and resolution of a Pre-Calculation Date any Tax Period) Contest that relates to any taxable period that ends on or participate in (in before the case of a Straddle Period) the prosecutionClosing Date, including any settlement or compromise of any proceeding involving thereof; provided, that if the Tax, provided that Seller shall have promptly notified Purchaser in writing of Sellers’ Representative exercises its intention right to control or the Tax Contest Sellers’ Representative shall keep the Buyer reasonably informed of all material developments on a timely basis and provided further that the Buyer will be entitled to participate in the defense of such Tax Contest. Purchaser will (claim if 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 only to the extent Seller is not controlling that the proceedingsresolution of the Tax Contest would reasonably be expect to adversely impact the Taxes or Tax Returns of the Company for a Tax period beginning on or after the Closing Date, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Buyer. Purchaser If and only to the extent that a settlement of a Tax Contest controlled by Sellers’ Representative would reasonably be expected to subject the Buyer or the Company to a non-indemnified Tax, Sellers’ Representative 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 Contest without the prior written consent of the Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) ). Buyer shall have the right and obligation to control the conduct and resolution of Sellerany Tax Contest that relates to a Straddle Period or that is not controlled by the Sellers’ Representative, including any settlement or compromise thereof; provided, that Buyer shall keep the Sellers’ Representative reasonably informed of all material developments on a timely basis provided further that the Sellers’ Representative will be entitled to participate in the defense of such Tax Contest and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by Sellers. Neither Buyer nor the Company shall settle a Tax Contest that Buyer controls without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed if such settlement would impact the Sellers). To the extent that there is an inconsistently between any provisions in Section 11.06 and 7.6 are inconsistent with this Section 9.03 as it 6.8(c) with respect to any Third-Party Claim that relates to a Tax ContestTaxes, the provisions of this Section 9.03 6.8(c) shall governcontrol.

Tax Contests. The Purchaser shall inform promptly notify the Seller Representatives in writing of the commencement subsequent to the Closing Date of any audit, examination examination, action, claim or proceeding Proceeding (each, a “Tax Contest”) relating in whole or in part to Taxes for which Seller is the Sellers may be responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreementhereunder. With respect to any Tax Contest with respect to Taxes for any taxable period ending on or before the Closing Date, the Seller Representatives shall be entitled to assume control of all proceedings taken in connection with such TaxTax Contest; provided, however, that (x) the Seller will have the right, at its sole cost and expense, to control Representatives shall within twenty (in the case 20) days of receipt of written notice of a Pre-Calculation Date Tax Period) or participate in (in Contest, notify 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 their intention to assume control or participate in of such Tax Contest. Purchaser will , (and will cause the Acquired Entity toy) 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 Contest shall not settle, consent to the entry of a judgment of be settled or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder resolved without the prior written consent (Purchaser’s consent, which consent shall not be unreasonably conditioned, withheld or delayeddelayed and (z) the Seller Representatives shall provide the Purchaser with copies of Sellerany submissions, documents or agreements relating to such Tax Contest for its review and comment. To Notwithstanding the extent foregoing, if notice is given to the Seller Representatives of the commencement of any Tax Contest for any taxable period ending on or before the Closing Date and the Seller Representatives notify the Purchaser that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates the Seller Representatives will not assume control of the Tax Contest, or fail to notify the Purchaser within twenty (20) days of receipt of written notice of a Tax Contest that they will control the Tax Contest, the provisions Purchaser shall control such Tax Contest but shall not settle or resolve such Tax Contest without the Seller Representatives’ prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed. The costs of Section 9.03 any Tax Contest shall governbe borne by the Purchaser if the Purchaser is controlling such Tax Contest or by the Sellers (on an Ownership Ratable Share basis) if the Seller Representatives are controlling such Tax Contest. The Purchaser, the Company or any Company Subsidiary, as applicable, shall deliver to the Seller Representatives any power of attorney reasonably required to allow the Seller Representatives and their counsel to represent the Company or such Company Subsidiary in connection with the Tax Contest and shall use their reasonable efforts to provide the Seller Representatives with such assistance as may be reasonably requested by the Seller Representatives in connection with the Tax Contest.

Tax Contests. Purchaser shall inform Buyer will promptly notify Seller, and in any event within ten (10) days after receipt by Buyer, any Acquired Company or any Affiliate, of written notice of any pending federal, state, local or non-U.S. Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes that could give rise to an indemnification obligation by Seller under this Agreement ("Tax Contest"); provided, however, that no delay or failure of Buyer to give timely notice under this Section 9.01(f) will affect Buyer's rights to indemnification under this Agreement, except to the extent Seller is actually prejudiced by such delay or failure. Subject to the rights 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 insurer pursuant to this Agreement. With respect to any such Taxthe R&W Policy and the limitations set forth in Sections 10.07(b)(1), (2) and (3), mutatis mutandis, Seller will have the rightright to elect to control the contest or resolution of any Tax Contest with respect to Taxes or Tax Returns for any Pre-Closing Tax Periods; provided, that (i) Seller provides written notice of its election within ten (10) days after becoming aware of the commencement of such Tax Contest, (ii) Buyer will have the right to employ advisors or its choice (at its sole cost and Buyer's expense), directly or through designated representatives, to control (review in advance and reasonably comment upon material submissions made in the case course of a Presuch Tax Contest and to attend any material in-Calculation Date Tax Periodperson or telephonic meetings and (iii) Buyer's consent (not to be unreasonably withheld, conditioned or participate in (in the case delayed) will be required for any settlement 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 With respect to all Tax Contests that Seller does not elect to control pursuant to the immediately preceding sentence, Buyer will (have the sole responsibility for, and will cause the Acquired Entity to) take control, such action in connection with any such proceeding that Seller reasonably requestsTax Contest, including the selection of counsel disposition thereof; provided, that (x) Seller will have the right to employ advisors or its choice (at Seller's expense), directly or through designated representatives, to review in advance 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 reasonably comment 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 material submissions made in the proceedings course of such Tax Contest and allow Seller to attend any meetings material in-person or telephonic meetings, (y) Buyer will diligently pursue such Tax Contest in good faith as if it were the sole party in interest and scheduled calls with the Governmental Authorities (z) Seller's consent (not to be unreasonably withheld, conditioned or delayed) will be required for any settlement of such Tax 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 such settlement relates to Taxes for which it is entitled that will give rise to an indemnification obligation by Seller under this Agreement (after taking into account the Deductible or any other limitation hereunder without and proceeds reasonable expected to be received under the prior written consent (which consent shall not be unreasonably withheld or delayed) of SellerR&W Policy). To the extent that there is an inconsistently a conflict between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of this Section 9.03 shall 9.01(f) and Section 10.07 with respect to any Third Party Claim related to Taxes or Tax Returns, this Section 9.01(f) will govern.

Tax Contests. Purchaser shall inform Seller (i) If any Governmental Authority issues to the Parent, the Surviving Company or any Subsidiary (i) a notice of its intent to audit or conduct another proceeding with respect to Taxes of the commencement Company or its Subsidiaries for any Pre-Closing Tax Period or (ii) a notice of deficiency for Taxes of the Company or any auditSubsidiary for any Pre-Closing Tax Period, examination the Parent shall notify the Interest Holder Representative of the receipt of such communication from the Governmental Authority within thirty (30) days of receipt. No failure or proceeding relating delay of the Parent in whole the performance of the foregoing shall reduce or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party otherwise affect obligations or liabilities of Indemnitors pursuant to this Agreement, except to the extent such failure or delay prejudices the Indemnitors or Interest Holder Representative. With The Surviving Company or applicable Subsidiary shall control any audit or other Proceeding in respect to of any such TaxTaxes or Tax Returns of the Company or a Subsidiary (a “Tax Contest”); provided, Seller will have however, (1) the rightInterest Holder Representative, at its the Indemnitors’ sole cost and expense, shall have the right to control any Tax Contest (in including the case of settlement or resolution thereof) to the extent it relates to a Pre-Calculation Date Closing Tax Period; (2) or the Interest Holder Representative, at Indemnitors’ sole cost and expense, shall have the right to participate in (in any Tax Contest to the case of extent it relates to a Pre-Closing Tax Period or Straddle Period; and (3) the prosecutionParent shall not, settlement and shall not allow the Surviving Company or compromise of any proceeding involving Subsidiary, to settle, resolve, or abandon a Tax Contest (whether or not the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control Interest Holder Representative controls or participate participates in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action for a Pre-Closing Tax Period, Straddle Period, or if would otherwise result 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 Indemnitor paying or assessment indemnifying 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 permission of the Interest Holder Representative (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 (i) Buyers shall inform Seller promptly provide Sellers with any correspondence or notices from any Governmental Authority that they or any of their Affiliates (including the commencement of Transferred Companies and their Subsidiaries) receive after the Closing Date with respect to any audit, examination assessment, litigation, contest or other proceeding relating in whole or in part to Taxes for which Seller is responsible if such audit, assessment, litigation, contest or other proceeding could result in an obligation of Sellers to indemnify Buyers or any Purchaser Indemnified Party pursuant of their Affiliates (including the Transferred Companies and their Subsidiaries) under this Agreement (“Tax Contest”). The failure to this Agreementprovide such notice, however, shall not create any Buyer liability, except to the extent that Sellers are actually and materially prejudiced by such failure. With respect to any such Tax, Seller will Sellers shall have the right, at its sole cost and their own expense, to elect in writing, within ten (10) days of receiving Buyers’ notice pursuant to this Section 5.11(d)(i), to control (in the case of any Tax Contest if such Tax Contest is solely with respect to a Pre-Calculation Date Closing Tax Period) or participate Period and could not materially impact the liability of Buyers, the Transferred Companies and their Subsidiaries for Taxes in a Post-Closing Tax Period (in the case of any such Tax Contest controlled by Sellers, a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that “Seller Tax Contest”). Buyers shall have promptly notified Purchaser the right to participate, at their own expense, in writing of its intention to control or participate in such any Seller 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 Sellers 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 Seller Tax Contest without the prior written consent of Buyers (such consent, not to be unreasonably withheld, conditioned, or delayed). Buyers shall control any Tax Contests that are not Seller Tax Contests, including for the avoidance of doubt, any Tax Contests involving a Straddle Tax Period (“Buyer Tax Contest”). Sellers shall have the right to participate in any Buyer Tax Contest. Buyers shall not settle any Buyer Tax Contest without the prior written consent of Sellers (such consent, not to be unreasonably withheld, delayed or conditioned). For the avoidance of doubt, any audit, assessment, litigation, contest or other proceeding relating to Taxes of Sellers or any of their Affiliates (other than the Transferred Companies and their Subsidiaries) or any consolidated, combined unitary or similar group of which consent any of the foregoing (other than the Transferred Companies and their Subsidiaries) is or was a member 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 deemed to be a Tax ContestContest and Buyers shall have no right to participate in or control any such audit, the provisions of Section 9.03 shall governassessment, litigation, contest or other proceeding.

Tax Contests. Purchaser shall inform Seller If, subsequent to the Closing, Buyer, the Company or Excell USA receives notice of a Tax Contest relating to Taxes of the commencement Company or Excell USA that relate to a Pre-Closing Tax Period, then within five days after receipt of such notice, Buyer shall notify the Sellers’ Representative of such notice; provided, however, that any audit, examination or proceeding relating in whole or in failure on the part of Buyer to Taxes for which Seller is responsible so notify the Sellers’ Representative shall not limit any of the obligations of the Sellers under Article VII (except to indemnify any Purchaser Indemnified Party pursuant to this Agreementthe extent such failure prejudices the defense of such Tax Contest). With respect to any such Tax, Seller will Sellers’ Representative shall have the right, at its sole cost and expensebut not the obligation, to control (in the case conduct and resolution of a Pre-Calculation Date any Tax Period) Contest that relates to any taxable period that ends on or participate in (in before the case of a Straddle Period) the prosecutionClosing Date, including any settlement or compromise of any proceeding involving thereof; provided, that if the Tax, provided that Seller shall have promptly notified Purchaser in writing of Sellers’ Representative exercises its intention right to control or the Tax Contest Sellers’ Representative shall keep the Buyer reasonably informed of all material developments on a timely basis and provided further that the Buyer will be entitled to participate in the defense of such Tax Contest. Purchaser will (claim if 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 only to the extent Seller is not controlling that the proceedingsresolution of the Tax Contest would reasonably be expect to adversely impact the Taxes or Tax Returns of the Company or Excell USA for a Tax period beginning on or after the Closing Date, and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Buyer. Purchaser If and only to the extent that a settlement of a Tax Contest controlled by Sellers’ Representative would reasonably be expected to subject the Buyer, the Company or Excell USA to a non-indemnified Tax, Sellers’ Representative 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 Contest without the prior written consent of the Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed) ). Buyer shall have the right and obligation to control the conduct and resolution of Sellerany Tax Contest that relates to a Straddle Period or that is not controlled by the Sellers’ Representative, including any settlement or compromise thereof; provided, that Buyer shall keep the Sellers’ Representative reasonably informed of all material developments on a timely basis provided further that the Sellers’ Representative will be entitled to participate in the defense of such Tax Contest and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by Sellers. Neither Buyer, the Company nor Excell USA shall settle a Tax Contest that Buyer controls without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed if such settlement would impact the Sellers). To the extent that there is an inconsistently between any provisions in Section 11.06 and 7.6 are inconsistent with this Section 9.03 as it 6.8(c) with respect to any Third-Party Claim that relates to a Tax ContestTaxes, the provisions of this Section 9.03 6.8(c) shall governcontrol.

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 govern.be exclusively within the control of Buyer. (f)

Tax Contests. Purchaser Parent shall inform Seller notify the Stockholders’ Representative within fifteen (15) days of the commencement receiving written notice of 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. 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) Period of the Company or participate any Company Subsidiary for which the Stockholders may have an obligation to indemnify the Parent Indemnified Parties hereunder, provided, however that failure or delay on the part of Parent in (in so notifying the case Stockholders’ Representative shall affect the rights of the Parent Indemnified Parties hereunder only to the extent that such failure or delay has a Straddle Period) prejudicial effect or adversely affects other rights available to the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention Stockholders with respect to control or participate in such Tax Contest. Purchaser will (and will cause The Stockholders’ Representative shall have 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 right to control any Tax for which Seller is responsible and keep Seller informed Contest relating to any tax period of progress in the proceedings and allow Seller to attend Company or any meetings and scheduled calls with Company Subsidiary that ends on or before the Governmental Authorities Closing Date to the extent Seller is that the Stockholders are required to indemnify the Parent Indemnified Parties hereunder and the anticipated Losses are not controlling reasonably likely to exceed the proceedingsbalance of the Indemnity Holdback Amount (a “Pre-Closing Tax Contest”). Purchaser If the Stockholders’ Representative elects to control such Pre-Closing Tax Contest, (i) Parent shall not settlehave the right to participate at its own expense in any such Pre-Closing Tax Contest, consent to and (ii) the entry of a judgment of or compromise any auditStockholders’ Representative shall not, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the Parent’s prior written consent (consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed, agree to any settlement with respect to such Pre-Closing Tax Contest. Parent shall control the handling, disposition, and settlement of any such Pre-Closing Tax Contest the Stockholders’ Representative elects not to control and any Tax Contest the Stockholders’ Representative is not entitled to control for which the Stockholders may have an obligation to indemnify the Parent Indemnified Parties hereunder, provided that (x) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates Stockholders’ Representative shall have the right to a participate at its own expense in any such Pre-Closing Tax Contest or Tax Contest, and (y) Parent shall not, without the provisions Stockholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, agree to any settlement with respect to such Pre-Closing Tax Contest or Tax Contest if such settlement would cause the Stockholders to incur a material indemnification obligation to the Parent Indemnified Parties hereunder. The Stockholders’ Representative shall promptly notify the Parent if the Stockholders’ Representative decides to control the defense or settlement of Section 9.03 any Pre-Closing Tax Contest that it is entitled to control pursuant to this Agreement. Parent shall governhave the sole right to control any Tax Contest relating to any Straddle Period of the Company or any Company Subsidiary (a “Straddle Period Tax Contest”); provided, that with respect to any Straddle Period Tax Contest the anticipated Losses of which are reasonable likely to cause the Stockholders to incur a material indemnification obligation to the Parent Indemnified Parties hereunder (1) the Stockholders’ Representative shall have the right to participate at its own expense in any such Straddle Period Tax Contest, and (2) Parent shall not, without the Stockholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to such Straddle Period Tax Contest.

Tax Contests. Purchaser Parent shall inform promptly notify Seller in writing upon receipt by Parent, Buyer or any of the commencement their Affiliates of a written notice of any pending or threatened audit, examination examination, assessment, or proceeding other administrative or judicial proceedings relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party may have Liability pursuant to this AgreementAgreement (“Tax Contest”); provided, however, no failure or delay by Parent to provide notice of a Tax Contest shall reduce or otherwise affect Seller’s obligation to indemnify the Buyer Indemnified Parties under this Agreement except to the extent Seller is actually prejudiced thereby. With respect to any such TaxTax Contest that relates solely to a taxable period that ends 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 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 the right to control the conduct of such Tax Contest if Seller provides Parent with written notice of their election to control such Tax Contest within twenty (20) days after receipt of notice thereof (or participate in such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of Parent to defend such Tax Contest. Purchaser will ); provided, that (i) Seller shall keep Parent fully informed regarding the progress and will cause the Acquired Entity to) take such action in connection with substantive aspects of any such proceeding that Tax Contest and shall promptly respond to any reasonable inquiry by Parent with respect thereto, (ii) Parent shall be entitled to participate (at its own expense) in any such Tax Contest and (iii) 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 settle any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder such Tax Contest without the obtaining Parent’s prior written consent (consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If Seller does not elect to control a Tax Contest that relates solely to a taxable period that ends on or before the Closing Date, Parent shall be entitled to control such Tax Contest at Seller’s expense. With respect to any Tax Contest that does not relate solely to a taxable period that ends on or before the Closing Date, Parent shall have the right to control the conduct of such Tax Contest; provided, that (i) Parent shall keep Seller’s fully informed regarding the progress and substantive aspects of such Tax Contest and shall promptly respond to any reasonable inquiry by Seller with respect thereto, (ii) Seller shall be entitled (at Seller’s expense) to participate in such Tax Contest and (iii) Parent shall not compromise or settle any issues in such Tax Contest that relate to a Pre-Closing Tax Period without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. To In the extent that there is an inconsistently event of any conflict between Section 11.06 and this Section 9.03 as it relates to a Tax Contest6.6(f) and Section 8.2(d), the provisions of this Section 9.03 6.6(f) shall governcontrol.

Tax Contests. Purchaser The procedures set forth in this Section 10.4 rather than Section 8.6 shall inform Seller of govern the commencement contest or resolution of any claim, 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 investigation or proceeding relating to Taxes (a "Tax Proceeding"). If an Indemnified Party receives notice of a Tax Proceeding, which, if successful, 42 might result in an indemnity payment pursuant to Article 8, the party receiving such notice shall promptly notify the Indemnifying Party of such Tax Proceeding; provided, however, 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 Proceeding. Seller shall control all Tax Proceedings related to Taxes that are Excluded Liabilities (other than Taxes relating to a Straddle Period) and shall have the right to make all decisions in connection with such Tax Proceedings, including, without limitation, the decision to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authority, or to pay the Tax claimed, xxx for which it is entitled a refund or contest the disputed Tax in any legally permissible manner; provided, however, that Seller shall not take any position with respect to indemnification hereunder any of the foregoing that would reasonably be expected to have an adverse effect on Buyer without consultation with and prior written consent of Buyer. In lieu of such consent, Buyer shall have the right to participate in such Tax Proceedings with counsel of its choosing and at its expense. Buyer shall control Tax Proceedings relating to the Taxes covered by Section 10.2 and the Tax Returns related thereto; provided, however, that Seller, upon timely notification to Buyer, may elect to participate in such Tax Proceedings with counsel of its choosing and at its expense. In the event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Proceedings and shall not settle the claims or assessments that are the subject of such Tax Proceedings without the prior written consent (of Seller, 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 Parent shall inform Seller use reasonable best efforts to notify the Designated Representative in writing within 15 days of the commencement it (or any other Parent Party or a Subsidiary of any auditParent Party) being notified of any Tax Contest relating to a Pre-Closing Tax Period that could reasonably be expected to result in a liability or the reduction of a Tax benefit of a Company Securityholder or Management Holdings Securityholder (or their beneficial owners). The Designated Representative shall control all Tax Contests with respect to a Flow-Through Tax Return of Management Holdings, examination Opco 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 of its applicable Subsidiaries 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 participate in Period (in the case of other than a Straddle Period) (a “Pre-Closing Tax Contest”) that could reasonably be expected to result in a liability or the prosecution, settlement reduction of a Tax benefit of a Company Securityholder or compromise of any proceeding involving the Tax, Management Holdings Securityholder (or their beneficial owners); provided that Seller Parent shall have promptly notified Purchaser in writing of its intention be permitted, at Parent’s expense, to control or be present at, and participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with in, any such proceeding that Seller reasonably requests, including the selection of counsel Pre-Closing Tax Contest 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 no such Pre-Closing 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 Contest 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 settled without the prior written consent of Parent (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed) ). Parent shall control all other Tax Contests with respect to Pre-Closing Tax Periods of Seller. To the extent Management Holdings, Opco or its Subsidiaries; provided that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates with respect to a Tax ContestStraddle Period Return, the provisions Designated Representative, at the Designated Representative’s expense, shall be permitted to be present at, and participate in, any such Tax Contest and no such Tax Contest shall be settled without the consent of Section 9.03 shall governthe Designated Representative (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Contests. After the Closing, the Purchaser shall inform Seller promptly notify the Stockholder Representative in writing of the proposal or commencement of any auditTax Contest which, examination if determined adversely to the taxpayer or proceeding relating after the lapse of time, could be grounds for indemnification under Section 9.02. Such notice shall contain factual information (to the extent known to the Purchaser, the Surviving Corporation or any of its Subsidiaries) describing the asserted Tax liability in whole reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in part respect of any such asserted Tax liability. The failure to Taxes for which Seller is responsible provide such notice shall not relieve the Stockholders of any liability hereunder except to indemnify any Purchaser Indemnified Party pursuant the extent that such failure results in actual prejudice to this Agreement. With the rights of the Stockholders with respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in asserted Tax liability. In the case of a Pre-Calculation Date Tax Period) or participate in Contest that relates solely to a Pre‑Cutoff Tax Period (in the case of other than a Straddle PeriodPeriod or portion thereof), the Stockholder Representative may elect to direct and control, through counsel of its own choosing, any Tax Contest involving any asserted Tax liability with respect to which indemnity may be sought pursuant to Section 9.02(a)(iv). If the Stockholder Representative elects to direct a Tax Contest, the Stockholder Representative shall within sixty (60) days (but in all events in a timely manner, and without any delay that would prejudice the prosecutionPurchaser or the 81 Surviving Corporation or any of its Subsidiaries in respect of such Tax Contest) of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, settlement or compromise and the Purchaser shall cooperate and shall cause the Surviving Corporation and its Subsidiaries to fully cooperate, at the Stockholders’ expense, in each phase of any proceeding involving such Tax Contest; provided, however, that the TaxPurchaser, provided that Seller the Surviving Corporation and its Subsidiaries shall have promptly notified Purchaser the right to participate, at such Person’s expense, in writing each phase of its intention to control or participate in such Tax Contest. If the Stockholder Representative elects to direct the Tax Contest, the Stockholder Representative may not settle or compromise any asserted liability without prior written consent of the Purchaser will (and will cause which shall not be unreasonably conditioned, delayed, or withheld) to the Acquired Entity toextent such settlement or compromise could have a material effect on any Tax liability of the Purchaser, the Surviving Corporation or any of its Subsidiaries in a taxable period beginning after the date of the Latest Balance Sheet or the portion of a Straddle Period beginning after the date of the Latest Balance Sheet. For the avoidance of doubt, an election by the Stockholder Representative to direct a Tax Contest shall constitute an acknowledgement of the Stockholders’ liability to indemnify the Purchaser to the extent required under Article IX with respect to the relevant Tax. If (a) take the Stockholder Representative elects not to direct a Tax Contest described in the first sentence of this Section 11.08 or (b) a Tax Contest relates to a Straddle Period, the Purchaser, the Surviving Corporation or any of its Subsidiaries may assume control of such action Tax Contest (at the Purchaser’s expense). However, in such case, none of the Purchaser, the Surviving Corporation or any of its Subsidiaries may settle or compromise any asserted liability 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 prior written consent of the Stockholder Representative (which consent shall not be unreasonably withheld withheld, conditioned or delayed) ). In the event of Seller. To the extent that there is an inconsistently any conflict between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of this Section 9.03 11.08 and any other section of the Agreement, this Section 11.08 shall governcontrol.

Tax Contests. Purchaser (i) If any Governmental Authority issues to any Company Entity (A) a notice of its intent to audit or conduct another legal proceeding with respect to any Company Entity for any Pre-Closing Tax Period or (B) a notice of deficiency with respect to any Company Entity for any Pre-Closing Tax Period, the Buyer shall inform notify the Seller of its receipt of such communication from the commencement Governmental Authority within ten (10) days of any audit, examination receipt. No failure or proceeding relating delay of the Buyer in whole the performance of the foregoing shall reduce or in part to Taxes for which otherwise affect the obligations or liabilities of the Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this AgreementAgreement except to the extent that the defense of such audit or Proceeding is materially prejudiced by the failure to give such notice. With The applicable Company Entity shall control any audit or other legal proceeding in respect to of any Taxes or Tax Returns of such TaxCompany Entity (a “Tax Contest”); provided, Seller will have however, (X) the rightSeller, at its the Seller’s 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 the right (i) to control or participate in any Tax Contest (including the settlement or resolution thereof, subject to this Section 8.03(f)) that relates to Taxes solely with respect to any Pre-Closing Tax Period and (ii) to participate in (but not control) any other Tax Contest to the extent it relates to a Pre-Closing Tax Period; and (Y) the Buyer shall not, and shall not allow any Company Entity, to settle, resolve, or abandon a Tax Contest that relates to a Pre-Closing Tax Period (whether or not the Seller controls or participates 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 the Seller (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).