Common use of Tax Contests Clause in Contracts

Tax Contests. (a) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If If, in connection with any party receives examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller Group Tax Return with respect to the income or operations of the Company, Newco or the Sold Subsidiaries for a Pre-Closing Tax Period, any Governmental Body issues to Newco, the Company or the Sold Subsidiaries a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for documents or other information, written notice of deficiency, a notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the taxable period covered by such Tax Return, Buyer shall notify Seller of its receipt of such communication from such Governmental Body within fifteen (15) Business Days after receiving such communication. Buyer shall not, and shall not permit Newco, the Company or the Sold Subsidiaries to, settle or otherwise resolve any Governmental Authority of a Tax Proceeding issue with respect to any Taxes of the Company, Newco or the Sold Subsidiaries if such settlement or other resolution could result in Seller being liable for any amounts pursuant to this Agreement without the prior written consent of Seller. Seller shall have the right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller Group Tax Return of the Company, Newco or the Sold Subsidiaries for which the any Pre-Closing Tax Period if such examination, investigation, audit or other party is obligated administrative or judicial proceeding could result in or lead to provide indemnification under Seller being liable for any amounts pursuant to this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightBuyer, at their own its sole cost and expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if contest; provided, further, that action Seller shall not settle or position could reasonably be expected to increase the pastotherwise resolve such examination, present investigation, audit or future Tax liability of Clarant other administrative or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date judicial proceeding without the prior written consent of Clarant, Buyer (which consent shall not be unreasonably withheld. The Stockholders , conditioned or delayed); provided, further, that Seller and Buyer shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant any examination, investigation, audit or other administrative or judicial proceeding in the conduct respect of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such rightFor avoidance of doubt, neither party Seller shall settle or otherwise terminate any such Tax Proceeding without have the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their sole right to assume control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of or any Seller Group Tax Return and Buyer shall have no right to participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereundertherein. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Purchaser shall notify Seller within twenty Business Days after receipt by Purchaser or any party receives of its Affiliates of written notice from of any Governmental Authority pending federal, state, local or foreign Tax audit or examination or notice of a deficiency or other adjustment, assessment or redetermination relating to Taxes for which Seller or its Affiliates may be responsible under Section 6.1 (“Tax Proceeding Matters”) provided that Purchaser’s failure to so notify Seller shall not limit Purchaser’s rights under this Article VI except to the extent Seller is materially prejudiced by such failure. Parent and Seller shall promptly notify Purchaser in writing upon receipt by Parent, Seller or any of their respective Affiliates of notice of any Tax audits, examinations or assessments that could give rise to Taxes of or with respect to MONY. (b) Seller shall have the right to represent MONY’s interest in any Tax Matter for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice any taxable period that ends on or prior to the other party (or within such shorter time as may be necessary Closing Date and to give the Indemnifying Party a reasonable opportunity to respond to such notice)employ counsel of its choice at its expense; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any if such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position Matter could reasonably be expected to increase the past, present or future Tax liability of Clarant Purchaser, MONY or any of Purchaser’s Affiliates in any Post-Closing Tax Period, Seller shall (w) notify Purchaser of significant developments with respect to any such Tax Matter and keep Purchaser reasonably informed and consult with Purchaser as to the resolution of any issue that would materially affect Purchaser or any such Affiliate, (x) give to Purchaser a copy of any Tax adjustment proposed in writing with respect to such Tax Matter and copies of any other written correspondence with the relevant taxing authority relating to such Tax Matter, (y) not settle or compromise any issue in a manner that would reasonably be expected to increase Taxes payable by MONY or by Purchaser or any of its Affiliates, or Affiliates with respect to the MLOA Business in any Post-Closing Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantPurchaser, which consent shall not be unreasonably withheld. The Stockholders , conditioned or delayed and (z) otherwise permit Purchaser to participate in all aspects of such Tax Matter, at Purchaser’s own expense. (c) In the case of a Straddle Period or Post-Closing Tax Period, Purchaser shall have the sole right to control all Tax audits of MONY; provided, however, that if such tax audit could give rise to a liability for which Parent or Seller is responsible under Section 6.1, Purchaser shall (w) notify Seller of significant developments with respect to any Tax audits, examinations or proceedings that could give rise to a Liability for which Parent or Seller is responsible under Section 6.1 and keep Seller reasonably informed and consult with Seller as to the resolution of any issue that would materially affect Seller, (x) give to Seller a copy of any Tax adjustment proposed in writing with respect to such Tax audit, examination or proceeding and copies of any other written correspondence with the relevant taxing authority relating to such Tax audit, examination or proceeding, (y) not settle or otherwise terminate compromise any such Tax Proceeding issue in a manner that would reasonably be expected to increase Taxes indemnifiable by Parent or Seller under Section 6.1 without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld. , conditioned or delayed and (cz) Upon written notice otherwise permit Seller to Clarant within thirty (30) days after receipt participate in all aspects of notification pursuant to Section 11.4(a)such Tax audit, the Stockholders shall have the rightexamination or proceeding, at their Seller’s own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If Purchaser shall have the Stockholders do not exercise their sole right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns audits of the Company and the Subsidiaries. MONY not described in subsection (fb) In the event that the provisions or (c) of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings6.5.

Tax Contests. (a) If The Sellers’ Representative shall promptly notify Purchaser upon receipt by any party receives Seller or the Sellers’ Representative of any written notice from of any Governmental Authority of a Tax Proceeding inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-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 for which the other party is obligated Matter with respect to provide indemnification under this Agreementa Pre-Closing Tax Period, such party shall within sixty (60) days thereof give written notice to the other party (including any settlement or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); compromise thereof, provided, however, that neither the failure to give such notice Sellers nor the Sellers’ Representative shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company settle or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any compromise such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Matter without the prior written consent of ClarantPurchaser, which consent shall not be unreasonably withheld, delayed or conditioned. The Stockholders If Sellers’ Representative does not elect to have such sole control, Purchaser shall, and Sellers’ Representative shall cause the Sellers to, provide copies of all correspondence with the applicable Governmental Entity, and Purchaser shall not settle or otherwise terminate any compromise such Tax Proceeding Matter without the prior written consent of ClarantSellers’ Representative, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company delayed or any Subsidiary for a Straddle Periodconditioned. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.48.4, Clarant Purchaser shall have the sole right to control all any audit or examination by any Tax Proceedings 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 Taxes and Tax Returns to, the income, assets or operations of the Company for all Tax periods; provided, however, that to the extent that 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 shall be paid to the SubsidiariesSellers’ Representative for disbursement to the Sellers within 5 days of receipt of such funds. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. The Purchaser, the Company and their Subsidiaries, on the one hand, and the Sellers’ Representative, on the other hand, shall notify the other in writing promptly after (abut in no event more than ten (10) If days after) acquiring knowledge of any party receives written notice from any Governmental Authority of a Tax Proceeding inquiry, claim, audit, assessment, proceeding or similar event with respect to any Pre-Closing Tax Period Straddle Period, or that otherwise may affect the Sellers’ liability for which Taxes, with respect to the Company and its Subsidiaries (any such inquiry, claim, audit, assessment, proceeding or similar event, a “Tax Contest”). Any failure to so notify the other party is obligated of any Tax Contest shall not relieve such other party of any liability with respect to provide indemnification such Tax Contest except to the extent that such failure shall have prejudiced the defense of such matter. The Sellers’ Representative shall have the right, upon written notice addressed and delivered to the Purchaser, to control the conduct of any Tax Contest relating to (a) a Tax period ending on or before the Closing Date, and (b) the pre-Closing portion of a U.S. federal income Tax Straddle Period of the Company or any Subsidiary of the Company to the extent, in either case, such Tax Contest could affect the allocations of income to the Sellers, or could affect the Sellers’ liability for Taxes under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that (i) the failure Sellers’ Representative shall provide the Purchaser the opportunity to give participate in the defense of such notice Tax Contest at the Purchaser’s expense, with counsel of the Purchaser’s choice at the Purchaser’s expense, (ii) the Sellers’ Representative shall keep the Purchaser reasonably informed of the progress of such Tax Contest, (iii) the Sellers’ Representative shall not affect settle or compromise such Tax Contest without the indemnification provided hereunder except Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and (iv) in the case of any Tax Contest relating to income Taxes for a Straddle Period, (x) the extent that Sellers’ Representative’s control rights shall be limited to those matters affecting the failure portion of such Straddle Period ending on and including the Closing Date (but, for the avoidance of doubt, excluding any extraordinary items allocated entirely to give such notice materially prejudices Purchaser or its Affiliates pursuant to Section 706 of the Indemnifying Party as provided Code and the Treasury Regulations promulgated thereunder) and (y) Purchaser may direct, in its sole discretion, any Subsidiary of the Company to make an election under Section 11.6. (b) Upon written notice 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to Clarant any Tax Contest for a taxable period beginning on or after January 1, 2018. With respect to all other Tax Contests, or if the Sellers’ Representative has not elected to control the conduct of a Tax Contest described in the prior sentence within thirty (30) days after receipt of notification pursuant to Section 11.4(a)notice thereof, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Purchaser shall have the right to approve control the counsel selected by conduct of any Tax Contest, including any settlement or compromise thereof; provided, however, that (i) the Stockholders to conduct any such Tax Proceeding, which approval Purchaser shall not be unreasonably withheld, and provide the Sellers’ Representative the opportunity to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Contest at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), with counsel of the Sellers’ Representative’s choice at the Sellers’ expense (in accordance with each Seller’s Pro Rata Percentage), (ii) the Purchaser shall keep the Sellers’ Representative reasonably informed of the progress of such Tax Contest and (iii) the Purchaser shall not take any action settle or position in any compromise such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the Sellers’ Representative’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld. The Stockholders , conditioned, or delayed and provided further that the Sellers’ Representative shall not settle consent (or otherwise terminate any such Tax Proceeding without be deemed to consent) to the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct making of any election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Proceeding relating to Taxes Contest for a taxable period beginning on or after January 1, 2018. To the extent that a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent is an Affiliate of the otherPurchaser, which consent the Purchaser shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right cause such partnership representative to assume control of or participate cooperate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that implementing the provisions of this Section 11.4 10.03, including the Sellers’ Representative’s rights under this Section 10.03 with respect to any Tax Contest with respect to a U.S. federal income Tax Straddle Period. In the case of any Tax Contest that is also a Third-Party Claim, the procedures set forth in this Section 10.03, and not those set forth in Section 8.04 or Section 8.05, shall govern the conduct of such Tax Contest. Notwithstanding anything herein to the contrary, any Tax Contest relating to or involving NewCo or any of NewCo’s direct or indirect owners shall be solely controlled by NewCo or NewCo’s direct or indirect owners, as applicable, and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 Purchaser shall exclusively govern all matters concerning have no rights hereunder with respect to any such Tax ProceedingsContest.

Tax Contests. (a) If any Buyer, on the one hand, and the Representative, on the other hand, shall promptly notify each other upon receipt by such party receives of written notice from of any Governmental Authority of a Tax Proceeding inquiry, claim, assessment, audit or similar event with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution Subsidiaries allocable to a Pre-Closing Tax Period or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected with respect to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability Taxes of the Company or any Subsidiary of its Subsidiaries for which Buyer or any Taxable Period of its Affiliates may be entitled to indemnification under this Agreement (any such inquiry, claim, assessment, audit or portion thereof beginning after similar event, a “Tax Contest”). Any failure to so notify the Closing Date other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contests except to the extent such other party was actually prejudiced as a result thereof. Buyer shall, at its sole cost and expense (subject to the Contributing Securityholders’ indemnification obligations under Section 9.2), have sole control of the conduct of such Tax Contests, including any settlement or compromise thereof; provided, however, that Buyer shall keep the Representative informed of the progress of any issues in such Tax Contest for which the Contributing Securityholders have liability under this Agreement (including providing the Representative copies of all written correspondence and other documents relevant to such issues in such Tax Contest), provide the Representative with the right to participate in any such issues in such Tax Contest at the Contributing Securityholders’ expense, and shall not settle or compromise any such issues in such Tax Contest without the Representative’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that of any conflict or overlap between the provisions of this Section 11.4 7.7(e) and Article 9, the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 7.7(e) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If a Party or any party receives of its Affiliates receive any written notice from any Governmental Authority of a Tax Proceeding communication with respect to any question, adjustment, assessment, enquiry or pending or threatened audit, examination, investigation, administrative, court or other Action (a “Tax Notice”) that, if pursued successfully, could result in or give rise to, or could reasonably be expected to result in or give rise to any Tax Liability for which any Pre-Closing Period or with respect to the pre-Closing portion of any period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”) (in each case to the extent that the Management Sellers may have a Liability under Section 8.1 or under the Taxation Warranties in respect of such Taxes) and other than for Taxes shown as due and owing on the relevant Tax Return, then such Party shall promptly notify the other party is obligated Party hereto in writing of such Tax Notice. (b) Following receipt of a notification pursuant to provide indemnification under this AgreementSection 8.5(a), the Buyer shall take or cause to be taken such party shall within sixty (60) days thereof give action as ▇▇▇▇▇▇▇ may, by written notice given to the Buyer, reasonably request to conduct the audit, examination, investigation, enquiry or administrative, court or other party Action referred to in the Tax Notice (or within such shorter time as may be necessary a “Tax Contest”) if they have acknowledged in writing to give the Indemnifying Party a reasonable opportunity Buyer their agreement to respond indemnify Buyer against any costs and expenses related to such notice)Tax Contest; provided, however, that ▇▇▇▇▇▇▇ or the failure to give such notice Sellers shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to settle any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense Liabilities arising out of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of ClarantBuyer’s consent, which consent shall not be unreasonably withheldwithheld or delayed. The Stockholders Buyer and the Acquired Entities shall not settle or otherwise terminate be entitled to attend and participate in any such Tax Proceeding without Contest at their sole cost and expense. The Buyer shall control the prior written consent conduct of Clarant, which consent the portion of any Tax Contest with respect to any and all Taxes for any Post-Closing Period for any Straddle Period. The costs and expenses of any proceeding under this Section 8.5 shall not be unreasonably withheldborne by the Party that controls the conduct of such Tax Contest. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders The Buyer shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event procure that the provisions of this Section 11.4 Acquired Entities give the Sellers’ or ▇▇▇▇▇▇▇’▇ professional advisers access to such records and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning information as is reasonably necessary to conduct a Tax ProceedingsContest.

Tax Contests. (a) If The Purchaser shall promptly notify the Equity Sellers Representative in writing upon receipt by the Purchaser, a Taxpayer or any party receives of their Affiliates of a written notice from (the “Tax Claim Notice”) of any Governmental Authority of a pending or threatened Tax Proceeding with respect to any Tax audits or assessments for which the other party is obligated Sellers may have liability pursuant to provide indemnification under this Agreement, such party shall within sixty Agreement (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Contest Claims”); provided, however, that no failure or delay by the failure Purchaser to give such provide notice of a Tax Contest Claim shall not reduce or otherwise affect the indemnification provided obligation of the Sellers hereunder except to the extent that the failure to give such notice materially prejudices Sellers are prejudiced thereby. The Purchaser and the Indemnifying Party as provided Equity Sellers Representative shall cooperate with each other in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt the conduct of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing DateContest Claim. Clarant The Equity Sellers Representative shall have the right to approve control the counsel selected conduct of any Tax Contest Claim if it exercises such right by delivering a written notice to such effect to the Stockholders Purchaser within ten (10) business days after receipt of the Tax Claim Notice with respect to conduct the Tax Contest Claim in question, provided that: (i) the Equity Sellers Representative shall keep the Purchaser informed regarding the progress and substantive aspects of any Tax Contest Claim, including providing the Purchaser with all written materials relating to such Tax Proceedingproceeding received from and submitted to the relevant Taxing Authority within ten (10) business days of receipt or submission of such materials, which approval (ii) the Purchaser shall not be unreasonably withheld, have an opportunity to comment on any written materials prepared in connection with any Sellers’ Tax Contest Claim at least five (5) business days prior to submission and (iii) shall have the right to attend any conferences relating to any Tax Contest Claim and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, (which consent shall not be unreasonably withheld. The Stockholders shall not settle , conditioned or otherwise terminate delayed) to any compromise or settlement, in each case, if such Tax Proceeding without the prior written consent of Clarant, which consent shall not Contest Claim could reasonably be unreasonably withheld. (c) Upon written notice expected to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes material adverse effect on any of the Company Purchaser or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise Taxpayers or any of their right to assume control of or participate affiliates in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Post-Closing tax period. Except as otherwise provided above in this Section 11.411.5, Clarant Purchaser shall be entitled to control all Tax Proceedings relating other examinations, audits, or administrative, judicial or other proceedings with respect to Taxes and Tax Returns of the Company and the SubsidiariesTaxes. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any The party receives written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated obliged to provide indemnification under this AgreementSection 9.7 (the "Tax Indemnitor") shall assume and direct the defense or settlement of any hearing, arbitration, suit or other proceeding (each a "Tax Contest") commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability with respect to which the Tax Indemnitor would have an indemnification obligation under this Section 9.7 ("Tax Indemnification Liability"). The party entitled to be indemnified under this Section 9.7 (the "Tax Indemnified Party") shall have the right to participate, as its own cost and expense, in the defense of such party Tax Contest, it being understood that the Tax Indemnitor shall within sixty control such Tax Contest. (60b) days thereof The Tax Indemnitor shall pay all out-of-pocket expenses and other costs related to the Tax Indemnification Liability, including but not limited to reasonable fees for attorneys, accountants, expert witnesses or other consultants retained by the Tax Indemnitor and/or Tax Indemnified Party (other than fees for attorneys, accountants, expert witnesses or other consultants retained solely by the Tax Indemnified Party), and incurred at any time during which the Tax Indemnitor is controlling and directing the Tax Contest in respect of which such fees are incurred. To the extent that any such expenses and other costs have been or are paid by a Tax Indemnified Party, the Tax Indemnitor shall promptly reimburse the Tax Indemnified Party therefor. (c) Any Tax Indemnified Party shall give written notice to the other party (or within such shorter time as may be necessary Tax Indemnitor of any settlement proposed by the Taxing authority. The Tax Indemnitor shall have the right, in its sole discretion, to give the Indemnifying Party a reasonable opportunity to respond to such notice)settle any claim for which indemnification has been sought under this Section 9.7; provided, however, that the failure to give such notice Tax Indemnitor shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)enter into any settlement, the Stockholders shall have the right, at their own expense, to control and make all decisions closing agreement or other agreement with respect to any Tax Proceeding relating liability with respect to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)Business, the Stockholders shall have Transferred Assets or the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Transferred Subsidiaries without the prior written consent of the other, which Tax Indemnified Party (such consent shall not to be unreasonably withheldwithheld or delayed) if such settlement, closing agreement or other agreement will adversely affect Taxes payable by the Tax Indemnified Party for taxable periods or portions thereof beginning on or after the Closing Date. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If Buyer or Seller, as the case may be, shall notify the other Party within 20 Business Days after receipt by such Party or any party receives of its Affiliates of written notice from of any Governmental Authority pending federal, state, local or foreign Tax audit or examination or notice of a Tax Proceeding with respect deficiency or other adjustment, assessment or redetermination relating to any Tax Taxes for which the such other party is obligated to provide indemnification Party or its Affiliates may be responsible under this Agreement, such party shall within sixty Agreement (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Matters”); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (bii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control Seller and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant its Affiliates shall have the right to approve control, contest, resolve and defend against any Tax Matters relating in whole or in part to (A) Taxes of any Acquired Company or Related Consolidated Entity for which Seller is responsible under this Agreement or (B) Taxes of any member of the counsel selected by Seller Group; provided that, in the Stockholders case of a Tax Matter described in (A) and not in (B) of this sentence which Tax Matter could be reasonably expected to conduct materially and adversely affect Buyer’s or its Affiliates’ (including after the Closing, the Acquired Companies and Related Consolidated Entities) liability for Taxes (other than any such Tax Proceedingliability resulting from the reduction or elimination of a net operating loss, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects capital loss or tax credit of the prosecution Acquired Companies or defense the Related Consolidated Entities arising in a Pre-Closing Tax Period), Seller shall keep Buyer reasonably informed regarding the progress of such Tax Proceeding. The Stockholders Matter and Seller shall not, and shall not take any action permit its Affiliates to, concede, settle or position in any such compromise a Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period Matter (or portion thereof beginning after the Closing Date thereof) controlled by Seller under this Section 5.11(f)(ii) without the prior written consent of Clarant, Buyer (which consent shall not be unreasonably withheld. The Stockholders , conditioned or delayed). (iii) Buyer shall have the right to control all Tax Matters of any Acquired Company or Related Consolidated Entity not controlled by Seller pursuant to Section 5.11(f)(ii); provided that, in the case of a Tax Matter that may give rise to a claim for indemnification under this Agreement, Buyer shall keep Seller reasonably informed regarding the progress of such Tax Matter and shall not, and shall not permit its Affiliates to, concede, settle or otherwise terminate any compromise such Tax Proceeding Matter (or portion thereof) controlled by Buyer under this Section 5.11(f)(iii) without the prior written consent of Clarant, Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (fiv) In the event that the provisions of any conflict between Article VII and this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms5.11(f), this Section 11.4 5.11(f) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If any party If, after the Closing Date, Buyer receives written notice from any Governmental Authority of a Tax Proceeding an audit or administrative or judicial proceeding with respect to any Asset Tax for which or Tax Return with respect to Asset Taxes related to any taxable period ending prior to the other party is obligated to provide indemnification under this AgreementEffective Date (a “Tax Contest”), such party Buyer shall notify Seller within sixty ten (6010) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to of receipt of such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders . Seller shall have the rightoption, at their own its sole cost and expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, Contest and may exercise such option by providing written notice to participate fully at its own expense with counsel Buyer within fifteen (15) days of its own choosing in all aspects of the prosecution or defense receiving notice of such Tax Proceeding. The Stockholders Contest from Buyer; provided that if Seller exercises such option, Seller shall not take any action or position in any (i) keep Buyer reasonably informed of the progress of such Tax Proceeding if that action Contest, (ii) permit Buyer (or position could reasonably be expected Buyer’s counsel) to increase participate, at Buyer’s sole cost and expense, in such Tax Contest, including in meetings with the pastapplicable Governmental Agency, present or future and (iii) not settle, compromise and/or concede any portion of such Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of ClarantBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders If, after the Closing Date, Buyer receives notice of an audit or administrative or judicial proceeding with respect to any Asset Tax or Tax Return with respect to Asset Taxes related to a Straddle Period (a “Straddle Period Tax Contest”), Buyer shall notify Seller within ten (10) days of receipt of such notice. Buyer shall control any Straddle Period Tax Contest; provided that Buyer shall (A) keep Seller reasonably informed of the progress of such Straddle Period Tax Contest, (B) permit Seller (or Seller’s counsel) to participate, at Seller’s sole cost and expense, in such Straddle Period Tax Contest, including in meetings with the applicable Governmental Agency and (C) not settle settle, compromise and/or concede any portion of such Straddle Period Tax Contest for which Seller would reasonably be expected to have an indemnification obligation hereunder, or in connection with which Seller otherwise terminate any such Tax Proceeding could be adversely affected, without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Buyer shall promptly notify the Members’ Representative upon the receipt of any party receives written notice from notice, or becoming aware, of any Governmental Authority of a Tax Proceeding audit or other similar examination with respect to any Tax Taxes for which the other party is obligated Members would reasonably be expected to provide indemnification under be liable pursuant to this Agreement, such party shall within sixty including with respect to any Pre-Closing Tax Period (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Contest”); provided, however, that the no failure to give or delay of Buyer in providing such notice shall not reduce or otherwise affect the indemnification provided hereunder obligations of the Members pursuant to this Agreement, 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 give such notice materially prejudices control the Indemnifying Party as provided in Section 11.6. (b) Upon written notice conduct of any Tax Contest; provided, that if a Tax Contest relates solely to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)a Pass-Through Return, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Members’ Representative shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceedingassume control, which approval shall not be unreasonably withheldat Members’ expense, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not Contest if (x) within fifteen (15) days of receiving notice of the Tax Contest the Members’ Representative notifies Buyer of its intent to take any action or position in any control of such Tax Proceeding if that action or position Contest and (y) the resolution of such Tax Contest could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of not have a material adverse effect for the Company or any Subsidiary for any Taxable Period in a taxable period (or portion thereof thereof) beginning after the Closing Date without (as reasonably determined by Buyer); provided, further, that (i) Buyer, at its cost and expense, shall have the prior written consent of Clarant, which consent 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. The Stockholders If the Members’ Representative does not elect to control such Tax Contest, or for any other Tax Contest that relates to a Pre-Closing Tax Period, Buyer shall not settle or otherwise terminate control such Tax Contest; provided, that the Members’ Representative, at the Members’ cost and expense, shall have the right to participate in any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle PeriodContest. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that of any conflict between the provisions of this Section 11.4 6.7(d) and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms10.6, the provisions of this Section 11.4 6.7(d) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. Purchaser shall notify the Sellers’ Representative within ten (10) days of either its receipt (a) If of any party receives notice of any Audit in respect of Taxes (“Tax Contest”) or (b) of a written notice from any Governmental Authority of a Tax Proceeding with respect to threatening any Tax Contest, in either case relating in whole or in part to Taxes for which any of the other party Purchaser Indemnified Parties may be entitled to indemnification from the Sellers hereunder; provided, however, failure to timely provide such notice shall not affect the Purchaser Indemnified Parties’ right to indemnification except to the extent such failure prejudices Sellers’ ability to defend the claim or dispute that is obligated the subject of such notice or results in the expiration of the relevant time period set forth in Section 9.5. If the Sellers’ Representative notifies Purchaser within thirty (30) days following receipt of notice of such Tax Contest that the Sellers’ Representative intends to provide indemnification exercise its contest rights under this AgreementSection 8.4, the Sellers’ Representative shall have the right to control such party shall within sixty (60) days thereof give written notice Tax Contest at its expense and to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)employ counsel of its choice; provided, however, that the failure Sellers’ Representative acknowledges in writing the Sellers’ responsibility to give such notice shall not affect indemnify and hold harmless the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions Purchaser Indemnified Parties with respect to any all Taxes at issue in such Tax Proceeding relating to Taxes of Contest other than amounts, if any, recoverable under the Company or any Subsidiary for any Taxable Period ending on or before the Closing DateR&W Policy. Clarant Purchaser shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action Contest jointly with the Sellers’ Representative. With respect to a Tax Contest which the Sellers’ Representative is entitled to control, the Sellers’ Representative shall not settle, compromise or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or otherwise resolve any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of Clarant, Purchaser (which consent shall may not be unreasonably withheld, conditioned or delayed). The Stockholders Purchaser shall not settle or otherwise terminate cause the Acquired Companies to deliver to the Sellers’ Representative any power of attorney reasonably required to allow the Sellers’ Representative and its counsel to represent the Acquired Companies in connection with any Tax Contest that the Sellers’ Representative is entitled to control hereunder and shall provide the Sellers’ Representative with such assistance as may be reasonably requested in connection with any such Tax Proceeding without Contest. Purchaser shall control any other Tax Contests with respect to the prior written consent of ClarantAcquired Companies, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders provided that Sellers’ Representative shall have the right, at their own expense, right to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Contest jointly with Purchaser, and Purchaser shall not agree to settle any Tax liability or compromise any claim with respect to Taxes involving the Acquired Companies, which settlement or compromise affects the liability for Taxes hereunder that is indemnifiable by the Sellers under this Agreement, without the prior written consent of the other, Sellers’ Representative (which consent shall may not be unreasonably withheld. (d) If , conditioned or delayed). The parties each agree to consult with and to keep the Stockholders do not exercise their right to assume control other parties hereto informed on a regular basis regarding the status of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle Contest to the same in extent that such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights Tax Contest could affect a liability of indemnification such other parties (including indemnity obligations hereunder). (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Each of Buyer and Seller shall notify the other party within 20 days after receipt by Seller, Buyer or any party receives of their respective Affiliates of written notice from of any Governmental Authority federal, state, local or foreign Tax audit or examination or notice of a deficiency or other adjustment, assessment or redetermination relating to Taxes (“Tax Proceeding Matters”) of any of the Target Companies (i) with respect to a Pre-Closing Tax Period or a Straddle Period, excluding any Tax for which the other party is obligated Matters relating to provide indemnification under this Agreementa Consolidated or Combined Return (a “Pre-Closing Tax Matter”), such party shall within sixty or (60ii) days thereof give written notice with respect to the other party a Texas Franchise Return (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Texas Franchise Tax Matter”); provided, however, that the failure to give such notice so notify Seller or Buyer, as applicable, shall not affect relieve the indemnification provided other party of its obligations hereunder except unless and to the extent Seller or Buyer, as applicable, is actually and materially prejudiced thereby; provided, further, that, for the avoidance of doubt, Seller shall have no obligation to notify Buyer of any Tax Matters relating to a Consolidated or Combined Return that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6is not a Texas Franchise Tax Matter. (b) Upon written notice Seller shall control any Tax Matters relating to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)a Consolidated or Combined Return, the Stockholders and, except for any Texas Franchise Tax Matter, Buyer shall have the right, at their own expense, no right to control and make all decisions with respect to participate in any aspects of such Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing DateMatters. Clarant Seller shall (i) have the right to approve the counsel selected by the Stockholders to conduct control any such Pre-Closing Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if Matters that action or position could reasonably be expected to increase result in a Pre-Closing Tax and (ii) Seller shall control any Texas Franchise Tax Matter at Seller’s own cost and expense; provided that Seller shall (A) diligently prosecute such Tax Matters in good faith, (B) notify Buyer of significant developments with respect to such Tax Matters and keep Buyer reasonably informed and consult with Buyer as to the past, present or future Tax liability resolution of Clarant any issue that would materially affect Buyer or any of its AffiliatesAffiliates (including the Target Companies), or (C) give Buyer a copy of any Tax liability adjustment or assessment proposed in writing with respect to such Tax Matters and copies of any other written correspondence with the Company relevant Tax authority relating to such Tax Matters, (D) not settle or compromise any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date issue without the prior written consent of ClarantBuyer, which consent shall not be unreasonably withheld. The Stockholders withheld or delayed, and (E) otherwise permit the Buyer to participate in (but not control) such Tax Matters, at Buyer’s own expense. (c) Buyer shall control any Tax Matters of any of the Target Companies with respect to a Pre-Closing Tax Period or a Straddle Period (other than a Tax Matter that relates to a Consolidated or Combined Return, which Seller shall control pursuant to the first sentence of Section 5.4(b), a Texas Franchise Tax Matter, or a Tax Matter that Seller elects to control pursuant to the second sentence of Section 5.4(b)), at Buyer’s own cost and expense; provided that Buyer shall (A) diligently prosecute such Tax Matters in good faith, (B) notify Seller of significant developments with respect to such Tax Matters and keep Seller reasonably informed and consult with Seller as to the resolution of any issue that would materially affect Seller or any of its Affiliates, (C) give Seller a copy of any Tax adjustment or assessment proposed in writing with respect to such Tax Matters and copies of any other written correspondence with the relevant Tax authority relating to such Tax Matters, (D) not settle or otherwise terminate compromise any such Tax Proceeding issue without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld. withheld or delayed, and (cE) Upon written notice otherwise permit the Seller to Clarant within thirty participate in (30but not control) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightsuch Tax Matters, at their Seller’s own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If To the Stockholders do not exercise their right to assume control extent of any inconsistency or participate in any Tax Proceeding as provided under conflict between this Section 11.4, Clarant may defend 5.4 and Section 8.3 or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms8.4, this Section 11.4 5.4 shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If If, subsequent to the Closing, the Purchaser or a Related Purchaser Party receives notice of any party receives written notice from any Governmental Authority of a Tax Proceeding inquiries, claims, assessments, audits or similar events with respect to any Seller Taxes (other than Taxes of the Partnership) (a “Tax for which Contest”), then promptly after receipt of such notice, the other party is obligated Purchaser shall inform the Sellers of such notice; provided, however, that failure to provide comply with this provision shall not affect the Purchaser’s right to indemnification under this Agreementhereunder except if, such party shall within sixty (60) days thereof give written notice and only to the extent that, as a result of such failure, the Sellers were actually prejudiced. The Sellers shall have the right to control the conduct and resolution of (1) any Tax Contest relating to the Subject Entities’ and the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Tax Period, and (2) any other party (or within such shorter time as may be necessary Tax Contest that relates solely to give the Indemnifying Party a reasonable opportunity to respond to such notice)Seller Taxes; provided, however, that the failure to give such notice Sellers shall not affect notify the indemnification provided hereunder except to Purchaser in writing and keep the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes Purchaser apprised of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Datestatus of same. Clarant The Purchaser shall have the right to approve the counsel selected participate in any Tax Contest controlled by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully Sellers at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceedingexpense. The Stockholders Sellers shall not take any action settle or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or compromise any Tax liability of Contest (other than Tax Contests relating to the Company Subject Entities’ or any Subsidiary for any Taxable Period or portion thereof beginning after the Seller’s Income Tax liabilities attributable solely to a Pre-Closing Date Tax Period) without the prior written consent of Clarantthe Purchaser, which consent shall not be unreasonably delayed, conditioned or withheld. The Stockholders Purchaser shall control the conduct and resolution of all 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 such Tax Contest relates to Seller Taxes, the Purchaser shall not settle or otherwise terminate compromise any such Tax Proceeding Contest without the prior written consent of Clarantthe Sellers, which consent shall not be unreasonably delayed, conditioned or withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If For periods following the Closing, Buyer shall promptly notify Seller in writing of any party receives written proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or any demand or claim on Buyer, its Affiliates or the Company that, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by Seller under Section 9.2 of the Asset Purchase Agreement. Such notice shall contain factual information (to the extent known to Buyer, its Affiliates or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority taxing authority in respect of a any such asserted Tax Proceeding with respect liability. If Buyer fails to give Seller prompt notice of an asserted Tax liability as required by this Section 6.22, then Seller shall not have any obligation to indemnify for any loss arising out of such asserted Tax for which the other party is obligated to provide indemnification under this Agreementliability, such party shall within sixty (60) days thereof give written notice but only to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, extent that the failure to give such notice shall not affect the indemnification provided hereunder except results in a detriment to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6Seller. (b) Upon written notice In the case of a Tax audit or administrative or judicial proceeding (a “Tax Contest”) that relates solely to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period taxable periods ending on or before the Closing Date. Clarant , Seller shall have the right sole right, at its expense, to approve control the counsel selected by the Stockholders to conduct any of such Tax ProceedingContest; provided, however, that if settlement of such a Tax Contest could affect Buyer’s or the Company’s liability for Taxes for which approval Buyer is responsible under this Agreement, such settlement shall not be agreed to by Seller without the consent of Buyer, which consent will not be unreasonably withheldwithheld or delayed. In the case of Tax Contests covering multiple periods, including one or more taxable period ending on or before the Closing Date and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution one or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof more other taxable period beginning after the Closing Date Date, Seller shall have the sole right, at its expense, to control the portion of such Tax Contests that relates to taxable periods ending on or before the Closing Date, and Buyer shall have the sole right, at its expense, to control the portion of such Tax Contests that relates to taxable periods beginning after the Closing Date; provided, however, that if settlement of all or any portion of such any such Tax Contest by the party controlling it could affect Taxes for which the other party (Buyer or Seller, as the case may be) is responsible under this Agreement, such settlement shall not be agreed to by the party controlling such Tax Contest without the prior written consent of Clarantsuch other party, which consent shall not be unreasonably withheld. The Stockholders withheld or delayed. (c) With respect to Tax Contests that relate to Straddle Periods, Seller and Buyer shall not settle or otherwise terminate any cooperate and shall jointly control such Tax Proceeding Contests, each at its own expense. Buyer shall cause the Company to cooperate in such Tax Contests. No Tax Contest relating to a Straddle Period may be settled or compromised without the prior written consent of Clarantboth Buyer and Seller, which consent shall not be unreasonably withheldwithheld or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If If, following the Closing Date, the Buyer or any party of its affiliates receives from any tax authority written notice from of any Governmental Authority of a Tax Proceeding claim, audit, or proceeding with respect to taxes (a “Tax Contest”) with respect to which the Sellers may reasonably have any Tax liability for pre-Closing taxes (including pursuant to any indemnification provisions under this Agreement) or for which the other party is obligated to Sellers or any direct or indirect equity holder thereof may have liability on a flow-through basis, the Buyer shall promptly provide indemnification under this Agreement, a copy of such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Sellers. The Sellers shall have the right, at their own expense, to control control, manage and make all decisions with respect to be responsible for any Tax Proceeding relating Contest to Taxes the extent that such Tax Contest relates to a Pre-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 Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax ProceedingBuyer, which approval shall 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 participate fully such Tax Contests. the Buyer shall, at its own expense with counsel of its own choosing 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 all aspects a liability of the prosecution Sellers for pre-Closing taxes (including pursuant to any indemnification provisions under this Agreement) or defense could result in a liability of the Sellers or any direct or indirect equity holder of the Sellers on a flow-through basis, (i) the Sellers may, at the Sellers’ expense, participate in such Tax Contest, (ii) the Buyer shall keep the Sellers informed of the progress of such Tax Proceeding. The Stockholders Contest and shall provide the Sellers with copies of all written communications with any taxing authority related to such Tax Contest and (iii) the Buyer shall not take any action settle, compromise or position in any otherwise resolve such Tax Proceeding if that action or position could reasonably be expected to increase Contest without the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability consent of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantSellers, which consent shall will not be unreasonably withheld. The Stockholders shall not settle , conditioned or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) Other than H-10 Tax Claims). 8.12.1. If any party receives Taxing Authority or other Person asserts a Tax Claim, then the Party first receiving notice of such Tax Claim shall promptly provide written notice thereof to the other Parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of all correspondence or other materials received from any Governmental the Taxing Authority or other Person. 8.12.2. If, within 30 calendar days after either of the Equityholders receives or delivers, as the case may be, notice of a Tax Proceeding with respect Claim, the Equityholders provide to any Tax for which the other party is obligated Purchaser an Election Notice, then subject to provide indemnification under the provisions of this AgreementSection 8.11, the Equityholders shall defend or prosecute, at their sole cost, expense and risk, such party Tax Claim by all appropriate proceedings, which proceedings shall within sixty (60) days thereof give written notice be defended or prosecuted diligently by the Equityholders to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Final Determination; provided, however, that the failure to give such notice Equityholders shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)not, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the otherCompany, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control enter into any compromise or settlement of or participate such Tax Claim that would result in any Tax Proceeding detriment to the Company. So long as the Equityholders are defending or prosecuting a Tax Claim, with respect to the Company, the Company shall provide or cause to be provided under this to the Equityholders any information reasonably requested by the Equityholders or their authorized representatives relating to such Tax Claim, and shall otherwise cooperate with the Equityholders and their representatives in good faith in order to contest effectively such Tax Claim. The Equityholders shall inform the Company of all developments and events relating to such Tax Claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 8.12.3. If, with respect to any Tax Claim, the Equityholders fail to deliver an Election Notice to the Company within the period provided in Section 11.48.11.2 or, Clarant may after delivery of such Election Notice to the Company, the Equityholders fail diligently to defend or settle prosecute such Tax Claim to a Final Determination, then the same Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of the Equityholders, such Tax Claim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, the Equityholders shall cooperate in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. The Equityholders may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the SubsidiariesCompany pursuant to this Section 8.11.3, and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 8.11.3, the Company shall, from time to time, be entitled to receive current payments from the Equityholders with respect to costs and expenses incurred by the Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Company as a result of receiving a payment from the Equityholders pursuant to this Section 8.11) (collectively "Associated Costs"). (f) 8.12.4. In the event case of any Tax Claim that is defended or prosecuted to a Final Determination by the provisions Equityholders pursuant to this Section 8.11, the Equityholders shall pay to the appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim within five Business Days after such Final Determination. In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Company pursuant to the terms of this Section 11.4 and 8.11, the provisions Equityholders shall pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of Section 11.3 hereof conflict any Tax arising or otherwise each apply resulting from such Tax Claim, together with any Associated Costs that have not theretofore been paid by their termsthe Equityholders to the Company, this Section 11.4 within five Business Days after such Final Determination. In the case of any Tax Claim not covered by the two preceding sentences, the Equityholders shall exclusively govern all matters concerning pay to the Company, in immediately available funds, the full amount of any Tax Proceedingsarising or resulting from such Tax Claim (calculated after taking into account any actual reduction in the current liability for Taxes of such Tax Indemnitee for Tax arising out of or resulting from such payment or such Tax Claim), together with any Associated Costs that have not theretofore been paid by the Equityholders to the Company, at least five Business Days before the date payment of such Tax is due from any Tax Indemnitee.

Tax Contests. (a) If any party receives Buyer shall deliver a written notice from to Seller promptly following any Governmental Authority demand, Claim, or notice of commencement of a Tax Claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to any Tax Taxes of the Company for which the other party is obligated to provide indemnification under this Agreement, such party Seller may be liable (“Tax Contest”) and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (or within such shorter time as may be necessary to give including Taxes), if any (the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim Notice”); , provided, however, that the failure or delay to give such notice so notify Seller shall not affect the indemnification provided hereunder relieve Seller of any obligation or liability that Seller may have to Buyer, except to the extent that the failure to give such notice Seller demonstrates that Seller is materially prejudices the Indemnifying Party as provided in Section 11.6and adversely prejudiced thereby. (b) Upon With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period, Seller may elect to assume and control the defense of such Tax Contest by written notice to Clarant Buyer within thirty (30) days after receipt delivery by Buyer to Seller of notification pursuant the Tax Claim Notice. If Seller elects to Section 11.4(aassume and control the defense of such Tax Contest, Seller: (i) shall bear its own costs and expenses; (ii) shall be entitled to engage its own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit, or (C) contest, settle or compromise the Tax Contest in any permissible manner; provided, however, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the Stockholders prior written consent of Buyer (which consent may be withheld in the sole discretion of Buyer) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including the Company) for any Tax period ending after the Closing Date. If Seller elects to assume the defense of any Tax Contest, Seller shall: (x) keep Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before Seller sends such correspondence to any Taxing Authority); (y) consult with Buyer in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right, at their own its expense, to control and make all decisions participate in (but not control) the defense of such Tax Contest (including participating in any discussions with respect to the applicable Tax Authorities regarding such Tax Contests). (c) In connection with any Tax Proceeding relating Contest that relates to Taxes of the Company for a Pre-Closing Tax Period that: (i) Seller does not timely elect to control pursuant to Section 7.7(b); or (ii) Seller fails to diligently defend, such Tax Contest shall be controlled by Buyer (and Seller shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section 7.7(c)) and Seller agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Subsidiary for Tax Contest that is described in this Section 7.7(c) and controlled by Buyer, Buyer shall: (x) keep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any Taxable Period ending related correspondence and shall provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or before the Closing Date. Clarant prosecution of any such Tax Contest; and (z) provide such cooperation and information as Seller shall reasonably request, and, at his own cost and expense, Seller shall have the right to approve participate in (but not control) the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or Contests). (d) In connection with any Tax liability Contest for Taxes of the Company or any Subsidiary for any Taxable Period Straddle Period, such Tax Contest shall be controlled by Buyer; provided, that Buyer shall not settle or portion thereof beginning after the Closing Date compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of ClarantSeller, which with such consent shall not to be unreasonably withheld, conditioned or delayed. The Stockholders Buyer shall: (x) keep Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Seller of any related correspondence and shall not settle provide Seller with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Seller in connection with the defense or otherwise terminate prosecution of any such Tax Proceeding without the prior written consent of ClarantContest; and (z) provide such cooperation and information as Seller shall reasonably request, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)and, the Stockholders at its own cost and expense, Seller shall have the right, at their own expense, right to jointly control and participate with Clarant in (but not control) the conduct defense of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. Contest (d) If the Stockholders do not exercise their right to assume control of or participate including participating in any discussions with the applicable Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in Authorities regarding such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderTax Contests). (e) Except as otherwise provided Notwithstanding anything to the contrary contained in this Section 11.4Agreement, Clarant shall control the procedures for all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of Contests shall be governed exclusively by this Section 11.4 7.7 (and the provisions of not Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings8.3).

Tax Contests. (a) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which Buyers or Seller, as the case may be, shall notify the other party within twenty (20) days after receipt by such party or any of its Affiliates of written notice of any pending federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other party or its Affiliates may be responsible under Section 5.1, Section 5.2 or Section 5.7 (“Tax Matters”). (b) Seller shall have the sole right to control, contest, resolve and defend against any Tax Matters relating to: (i) any Tax Return of any of the Transferred Entities for a Pre-Closing Tax Period (other than any Straddle Period) to the extent that Seller is reasonably likely to be obligated to provide indemnification indemnify Buyers for a significant portion of any resulting Taxes or other related Losses under this Agreement, such party shall within sixty Section 5.1 (60a “Transferred Entity Tax Matter”); and (ii) days thereof give written notice to the other party (any Consolidated or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Combined Return; provided, however, that the failure to give that: (i) Seller shall control such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided Tax Matter diligently and in Section 11.6. good faith; (bii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Buyers shall have the right to approve the counsel selected by the Stockholders to conduct participate in any such Transferred Entity Tax ProceedingMatter at its sole cost and expense; and (iii) Seller shall not, which approval and shall not be unreasonably withheldpermit its Affiliates to, and concede, settle or compromise a Transferred Entity Tax Matter (or portion thereof) controlled by Seller under this Section 5.5 to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution extent such concession, settlement or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position compromise could reasonably be expected to increase the past, present give rise to a Tax or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date related Loss that Seller is not obligated to indemnify under Section 5.1 without the prior written consent of ClarantBuyers, which consent shall not be unreasonably withheld. The Stockholders , delayed, or conditioned. (c) Buyers shall have the sole right to control all Tax Matters of the Transferred Entities not settle or otherwise terminate controlled by Seller pursuant to Section 5.5(b); provided, however, that: (i) Seller, at its sole cost and expense, shall have the right to participate in any such Tax Proceeding Matter to the extent it relates to a Pre-Closing Tax Period or Straddle Period and for which Seller may be obligated, in whole or in part, to indemnify Buyers under Section 5.1; and (ii) Buyers shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) controlled by Buyers under this Section 5.5 to the extent such concession, settlement or compromise could reasonably be expected to give rise to an indemnification obligation by Seller under Section 5.1 without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld, delayed, or conditioned. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any party receives Buyer shall promptly notify the Seller in writing upon receipt by PEPL of a written notice from of any Governmental Authority of a pending or threatened Tax Proceeding with respect to any Tax audits or assessments for which the other party is obligated Seller may have liability pursuant to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that no delay on the failure to give such notice part of the Buyer in notifying the Seller shall not affect relieve the indemnification provided Buyer from any obligation hereunder except unless (and then solely to the extent extent) Seller is thereby prejudiced. Seller shall have right to control the conduct of any audit or assessment of Tax of PEPL for a period that ends on or prior to the Closing Date and for any audit or assessment of withholding Tax on the transfer of the PEPL Quotas (each such claim, a “Seller’s Tax Contest Claim”) so long as (i) Seller notifies the Buyer in writing within 30 days after the Buyer notifies the Seller of such Tax Contest Claim that the failure to give Seller shall indemnify the Buyer in connection with such notice materially prejudices Seller’s Tax Contest Claim, (ii) Seller conducts the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes defense of the Company or any Subsidiary for any Taxable Period ending on or before Seller’s Tax Contest Claim actively and diligently, (iii) Seller pays the Closing Date. Clarant shall have fees and disbursements incurred in connection with the right to approve Seller’s Tax Contest Claim and (iv) Seller keeps the counsel selected by Buyer informed regarding the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, progress and to participate fully at its own expense with counsel of its own choosing in all substantive aspects of the prosecution or defense of such Seller’s Tax ProceedingContest Claim. The Stockholders Seller shall not take compromise or settle any action or position in any such Seller’s Tax Proceeding if that action or position could reasonably be expected to increase Contest Claim, without obtaining the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantBuyer’s consent, which consent shall not be unreasonably withheldwithheld or delayed. The Stockholders Buyer shall not have the right to control the conduct of any audit or assessment of Tax of PEPL for any Straddle Period, provided if Seller could have any liability pursuant to this Agreement for Taxes owed with respect to a Straddle Period Tax claim (such claim, a “Straddle Period Tax Contest Claim”), Buyer and Seller shall jointly engage Deloitte & Touche or such other internationally recognized accounting firm as Buyer and Seller mutually agree to conduct the defense of such Straddle Period Tax Contest Claim taking into account the interests of Buyer and Seller. Neither Buyer nor Seller shall settle or otherwise terminate any such Straddle Period Tax Proceeding Contest Claim without the prior obtaining written consent of Clarantthe other party hereto, which provided that such consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightconditioned, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Perioddelayed. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4herein, Clarant Buyer shall control all Tax Proceedings relating to other audit, examinations or administrative proceedings in respect of Taxes of PEPL. To the extent of any conflict between this § 6.4(e) and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms§ 9.4, this Section 11.4 § 6.4(e) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If any party receives Motif shall deliver a written notice from to Nuprim Shareholders’ Representative in writing promptly following any Governmental Authority demand, Claim, or notice of commencement of a Tax Claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to any Tax Taxes of Nuprim for which the other party is obligated to provide indemnification under this Agreement, such party Nuprim Shareholders may be liable (“Tax Contest”) and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by Motif) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (or within such shorter time as may be necessary to give including Taxes), if any (the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim Notice”); , provided, however, that the failure or delay to give such notice so notify Nuprim Shareholders’ Representative shall not affect the indemnification provided hereunder relieve Nuprim Shareholders of any obligation or liability that Nuprim Shareholders may have to Motif, except to the extent that the failure to give such notice Nuprim Shareholders’ Representative demonstrates that Nuprim Shareholders are materially prejudices the Indemnifying Party as provided in Section 11.6and adversely prejudiced thereby. (b) Upon With respect to Tax Contests for Taxes of Nuprim for a Pre-Closing Tax Period, Nuprim Shareholders’ Representative may elect to assume and control the defense of such Tax Contest by written notice to Clarant Motif within thirty (30) days after receipt delivery by Motif to Nuprim Shareholders’ Representative of notification pursuant the Tax Claim Notice. If Nuprim Shareholders’ Representative elects to Section 11.4(aassume and control the defense of such Tax Contest, Nuprim Shareholders: (i) shall bear their own costs and expenses; (ii) shall be entitled to engage their own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or ▇▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that Nuprim Shareholders’ Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Motif (such consent not to be unreasonably withheld, delayed or conditioned), provided, further, that Nuprim Shareholders’ Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the Stockholders prior written consent of Motif (which consent may be withheld in the sole discretion of Motif) if such settlement or compromise would reasonably be expected to adversely affect the Tax Liability of Motif or any of its Affiliates for any Tax period ending after the Closing Date. If Nuprim Shareholders’ Representative elects to assume the defense of any Tax Contest, Nuprim Shareholders’ Representative shall: (x) keep Motif reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Motif of any related correspondence, and shall provide Motif with an opportunity to review and comment on any material correspondence before Nuprim Shareholders’ Representative sends such correspondence to any Taxing Authority); (y) consult with Motif in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Motif shall reasonably request, and Motif shall have the right, at their own its expense, to control and make all decisions participate in (but not control) the defense of such Tax Contest (including participating in any discussions with respect to the applicable Tax Authorities regarding such Tax Contests). (c) In connection with any Tax Proceeding relating Contest that relates to Taxes of Nuprim for a Pre-Closing Tax Period that: (i) Nuprim Shareholders’ Representative does not timely elect to control pursuant to Section 8.13(b); or (ii) Nuprim Shareholders’ Representative fails to diligently defend, such Tax Contest shall be controlled by Motif (and Nuprim Shareholders shall reimburse Motif for all reasonable costs and expenses incurred by Motif relating to a Tax Contest described in this Section 8.13(c)) and Nuprim Shareholders’ Representative agrees to cooperate with Motif in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 8.13(c) and controlled by Motif, Motif shall: (x) keep Nuprim Shareholders’ Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Nuprim Shareholders’ Representative of any related correspondence and shall provide Nuprim Shareholders’ Representative with an opportunity to review and comment on any material correspondence before Motif sends such correspondence to any Taxing Authority); (y) consult with Nuprim Shareholders’ Representative in connection with the Company defense or prosecution of any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant such Tax Contest; and (z) provide such cooperation and information as Nuprim Shareholders’ Representative shall reasonably request, and, at his own cost and expense, Nuprim Shareholders’ Representative shall have the right to approve participate in (but not control) the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (d) In connection with any Tax Contest for Taxes of Nuprim for any Straddle Period, such Tax Contest shall be controlled by Motif; provided, that Motif shall not settle or compromise (or take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or other actions described herein with respect to) any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of ClarantNuprim Shareholders’ Representative, which with such consent shall not to be unreasonably withheld, conditioned or delayed. The Stockholders Motif shall: (x) keep Nuprim Shareholders’ Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Nuprim Shareholders’ Representative of any related correspondence and shall not settle provide Nuprim Shareholders’ Representative with an opportunity to review and comment on any material correspondence before Motif sends such correspondence to any Taxing Authority); (y) consult with Nuprim Shareholders’ Representative in connection with the defense or otherwise terminate prosecution of any such Tax Proceeding without the prior written consent Contest; and (z) provide such cooperation and information as Nuprim Shareholders’ Representative shall reasonably request, and, at his own cost and expense acting on behalf of ClarantNuprim Shareholders, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Nuprim Shareholders’ Representative shall have the right, at their own expense, right to jointly control and participate with Clarant in (but not control) the conduct defense of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. Contest (d) If the Stockholders do not exercise their right to assume control of or participate including participating in any discussions with the applicable Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in Authorities regarding such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderTax Contests). (e) Except as otherwise provided Notwithstanding anything to the contrary contained in this Section 11.4Agreement, Clarant shall control the procedures for all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of Contests shall be governed exclusively by this Section 11.4 8.13 (and the provisions of not Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings9.7).

Tax Contests. (a) If any party receives Buyer and Seller shall promptly notify each other upon receipt by such Party of written notice from (a “Tax Notice”) of any Governmental Authority of a Tax Proceeding inquiries, claims, assessments, audits or similar events with respect to Taxes of any Purchased Subsidiary or any Subsidiary thereof relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Seller shall have the right to control, at its own expense, the conduct of any Tax Contest for any Tax period ending on or before the Closing Date, including any settlement or compromise thereof, for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as Seller may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such noticeliable under Section 6.02(a); provided, however, (i) Seller acknowledges and agrees in writing that the failure indemnification provisions of Section 6.02(a) apply to give the Taxes in dispute, (ii) Seller shall keep Buyer reasonably informed as to the current status and progress of such notice settlement or defense, (iii) Seller shall not, without the prior written consent of Buyer (which shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(abe unreasonably withheld, delayed or conditioned), settle or compromise any such Tax Contest if such settlement or compromise may increase the Stockholders liability for Taxes of Buyer, any Purchased Subsidiary or any Subsidiary thereof in a Post-Closing Tax Period, and (iv) with respect to any Tax Contest relating to a Straddle Period, Buyer shall have the right, at their own its expense, to participate in such Tax Contest. If Seller elects not to control and make all decisions with respect to any a Tax Proceeding relating to Taxes of the Company or any Subsidiary Contest for any Taxable a Tax Period ending on or before the Closing Date, (i) Seller shall notify Buyer in writing within 10 days of receiving the Tax Notice relating to such Tax Contest of its election not to control such Tax Contest, (ii) Seller shall pay the amount of its liability for any cash Taxes due (after taking into account any net operating loss or other carryforwards) relating to such Tax Contest, as calculated on the date of such election, (iii) Seller shall have no further liability with respect to such Tax Contest (provided, however, that if any net operating loss or any other carryforward referenced in clause (ii) of this sentence is disallowed and, as a result of such disallowance, there is a liability of the Purchased Subsidiaries or any Subsidiary thereof for any cash Taxes, Seller promptly shall pay to Buyer the amount of such cash Taxes upon receiving written notice of such disallowance from Buyer), and (iv) Buyer shall control the conduct of such Tax Contest, shall be free to settle or compromise such Tax Contest in its sole discretion, and shall have no liability to Seller in the event the actual liability for such Taxes is less than the amount paid by Seller with respect thereto. Clarant Buyer shall have the right to approve control, at its own expense, the counsel selected by conduct of any Tax Contest for any Straddle Period, including any settlement or compromise thereof; provided, however, that (i) Buyer shall keep Seller advised as to the Stockholders to conduct any current status and progress of such Tax Proceedingsettlement or defense, (ii) Buyer shall not, without the prior written consent of Seller (which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution delayed or defense of such Tax Proceeding. The Stockholders shall not take any action conditioned), settle or position in compromise any such Tax Proceeding if that action or position could reasonably be expected to increase the pastContest, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. and (ciii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Seller shall have the right, at their own its expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldContest. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. After the Closing Date, Parent shall notify the Stockholders’ Agent within ten (a10) If days of the commencement of any party receives written notice from any Governmental Authority of a Tax Proceeding deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to any Taxes (a “Tax for which Claim”) affecting the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice Taxes of or with respect to the other party (Company or within such shorter any of its Subsidiaries that, if determined adversely to the taxpayer or after the lapse of time as may would be necessary grounds for a claim for indemnity pursuant to give the Indemnifying Party a reasonable opportunity to respond to such notice)Section 8.2(a) hereof; provided, however, that the a failure by Parent to give provide notice of a Tax Claim within such notice ten (10) day period shall not affect entitle the indemnification provided hereunder except Indemnifying Persons to reduce the amount of the liability required to be paid pursuant to the extent that the Tax Indemnity under Section 8.2(a) unless such failure results in a material detriment to give such notice materially prejudices the Indemnifying Party Persons, in which case the amount the Indemnifying Persons are required to pay with respect to such liability shall only be reduced by the amount of such detriment. Thereafter, Parent shall deliver to the Stockholders’ Agent, as provided promptly as possible but in Section 11.6. no event later than ten (b) Upon written notice to Clarant within thirty (3010) days after Parent’s receipt thereof, copies of notification pursuant to Section 11.4(a), all relevant notices and documents (including court papers) received by Parent. In the Stockholders shall have the right, at their own expense, to control and make all decisions with respect case of any Tax Claim relating to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period period ending on or before the Closing Date. Clarant Date that, if determined adversely to the Company or any of its Subsidiaries would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof, the Stockholders’ Agent (at its sole cost and expense) shall have the right to approve control the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Claim and shall have the right to settle such Tax Claim; provided, however, (i) that Parent may fully participate in the dispute of such Tax Claim, (ii) the Stockholders’ Agent shall not take settle, compromise or dispose of any action or position Tax Claim in any such Tax Proceeding if a manner that action or position could reasonably be expected to increase adversely affect the pastCompany, present or future Tax liability of Clarant or any of its AffiliatesSubsidiaries, Parent or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning its affiliates after the Closing Date Date, (iii) the Stockholders’ Agent shall keep Parent timely informed with respect to the commencement, status and nature of any such Tax Claim and (iv) the Stockholders’ Agent shall not settle, compromise or dispose of any Tax Claim without the prior written consent of Clarantthe Parent, which consent shall not be unreasonably withheld. The Stockholders In the case of any Tax Claim relating to the Taxes of any Straddle Period, Parent and the Stockholders’ Agent may each participate, at their own expense, in the audit or proceeding, and the audit or proceeding shall be controlled by Parent or the Stockholders’ Agent, whichever would bear the burden of the greatest portion of the adjustment; provided, however, that the party controlling the Straddle Period Tax Claim (i) shall not settle such audit or otherwise terminate any such Tax Proceeding proceeding without the prior written consent of Clarantthe other party, which consent shall not be unreasonably withheld. withheld and (cii) Upon written notice shall keep the other party timely informed with respect to Clarant within thirty (30) days after receipt the commencement, status and nature of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldClaim. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party receives written notice from a claim relating to Taxes shall be made by any Governmental Authority that, if successful, would result in any Seller being required to indemnify a Buyer Indemnified Party (for purposes of a Tax Proceeding with respect this Article 8, an “Indemnified Taxpayer”) pursuant and subject to any Tax for which Sections 7.3, 8.2 and 9.1, the other party is obligated to provide indemnification under this Agreement, Indemnified Taxpayer shall promptly notify the Sellers in writing of such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)fact; provided, however, that the any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced. (ii) The Sellers shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory to the Indemnified Taxpayer so long as (A) the Sellers notify the Indemnified Taxpayer in writing within fifteen (15) calendar days after the Indemnified Taxpayer has given notice of such claim that the Sellers will contest such claim, (B) the Sellers provide the Indemnified Taxpayer with evidence reasonably acceptable to the Indemnified Taxpayer that the Sellers will have the financial resources to defend against the claim and fulfill their indemnification obligations hereunder, (C) if requested by the Indemnified Taxpayer, the Sellers provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel that there exists a reasonable basis for the Indemnified Taxpayer to prevail in that contest, and (D) the Sellers conducts the defense of the claim actively and diligently. (iii) Subject to the provisions of paragraph (ii) above, the Sellers shall be entitled to prosecute such contest to a determination in a court of initial jurisdiction, and if the Sellers shall reasonably request, to a determination in an appellate court provided that, if requested in writing by the Indemnified Taxpayer, the Sellers shall provide to the Indemnified Taxpayer an opinion, in form and substance reasonably satisfactory to the Indemnified Taxpayer, of counsel that there exists a reasonable basis for the Indemnified Taxpayer to prevail on that appeal. (iv) The Sellers shall not affect be entitled to settle or to contest any claim relating to Taxes if the indemnification provided hereunder settlement of, or an adverse judgment with respect to, the claim would be likely, in the good faith judgment of the Indemnified Taxpayer, to cause the liability for any Tax of the Company or any member of a consolidated, combined, or affiliated group of which the Company is also a member for any taxable period ending after the Closing Date to increase (including, but not limited to, by making any election or taking any action having the effect of making any election, by deferring the inclusion of any amount in income or by accelerating the deduction of any amount or the claiming of any credit) or to take a position that, if applied to any taxable period ending after the Closing Date, would be adverse to the interest of the Indemnified Taxpayer or any Affiliate of the Indemnified Taxpayer except to the extent that such action is consistent with the failure to give such notice materially prejudices Company’s past practices in the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt ordinary course of notification pursuant to Section 11.4(a)its business, but only if the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the Indemnified Taxpayer waives its right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (ev) Except as otherwise If any of the conditions in Section 8.3(a)(ii) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate and (B) the Sellers will remain responsible for any Damages the Indemnified Taxpayer may suffer to the fullest extent provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries8.1. (fvi) In the event that the provisions of a conflict between any provision of this Section 11.4 Article 8 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their termsArticle 9, this Section 11.4 Article 8 shall exclusively govern all matters concerning Tax Proceedingsprevail.

Tax Contests. (a) If any party receives written notice from claim or demand for Non-Income Taxes or Production Taxes in respect of which Seller may be responsible pursuant to Section 12.01(a) is asserted in writing against Buyer or any Governmental Authority of a Tax Proceeding Buyer’s Affiliates, Buyer shall notify Seller of such claim or demand within 20 days of receipt thereof, and shall give Seller such information with respect to any Tax for which the other party is obligated to provide indemnification under this Agreementthereto as Seller may reasonably request, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such later notice shall not affect relieve the indemnification provided hereunder except responsibility of Seller under this Article XII unless Seller’s defense to such claim is materially compromised as a result thereof. Seller may discharge, at any time, any payment obligations under Section 12.01(a) by paying to Buyer the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification amount payable pursuant to Section 11.4(a12.01(a), calculated on the Stockholders date of such payment. Seller may, at its own expense, participate in, and upon notice to Buyer, assume the defense of any such claim, suit, action, litigation, or proceeding (including any Tax audit). If Seller assumes such defense, Seller shall have the right, at their own expense, sole discretion as to control the conduct of such defense and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Buyer shall have the right (but not the duty) to approve participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel selected employed by Seller. No claim may be settled, however, without the Stockholders written consent of Buyer, not to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of conditioned, or delayed, if such claim would adversely affect the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning Buyer after the Closing Date in any material way. Whether or not Seller chooses to defend or prosecute any claim, Buyer and Seller shall cooperate in the defense or prosecution thereof. Seller shall not be responsible under Section 12.01(a) for (a) any Non-Income Taxes or Production Taxes, the payment of which was made by Buyer after the Closing without the Seller’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld. The Stockholders shall not settle , conditioned or otherwise terminate delayed, or (b) any such Tax Proceeding settlements (i) effected by Buyer after the Closing without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld. , conditioned or delayed, or (cii) Upon written notice resulting from any claim, suit, action, litigation or proceeding with respect to Clarant within thirty (30) days after receipt of notification which Seller was not notified pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder12.01(d). (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) a. If any Governmental or Regulatory Authority or other Person asserts a Claim for Taxes for which Purchaser is entitled to indemnification hereunder (a "Tax Claim"), then the party receives hereto first receiving notice of such Tax Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Governmental or Regulatory Authority or other Person. b. Subject to the provisions of this Section 10.6, the Purchaser shall diligently and in good faith defend or prosecute, at its sole cost, expense and risk, such Tax Claim by all appropriate proceedings; provided, that the Purchaser shall not, without the prior written consent of the Seller (which consent shall not unreasonably be withheld), enter into any Governmental Authority compromise or settlement of such Tax Claim that would result in any material Tax indemnity obligation of the Seller hereunder. So long as the Purchaser is diligently and in good faith defending or prosecuting a Tax Proceeding Claim, with respect to the Company, the Purchaser shall provide or cause to be provided to the Seller any information reasonably requested by the Seller relating to such Tax Claim, and shall otherwise cooperate with the Seller and their representatives in good faith in order to permit the Seller effectively to participate in the contest of such Tax Claim. The Purchaser shall inform the Seller of all material developments relating to such Tax Claim (including, without limitation, providing to the Seller copies of all written materials relating to such Tax Claim) and the Seller or its authorized representatives shall be entitled, at its own expense, to attend and participate in, but not control, all conferences, meetings and proceedings relating to such Tax Claim. c. If, with respect to any Tax for which Claim, the other party is obligated Purchaser fails diligently to provide indemnification under this Agreementdefend or prosecute such Tax Claim, then the Seller shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of the Seller, such party Tax Claim. In such event, the Seller shall within sixty have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof and the Seller shall pursue such proceedings diligently and in good faith. The Seller shall inform the Purchaser of all material developments relating to such Tax Claim (60) days thereof give written notice including, without limitation, providing to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond Purchaser copies of all written materials relating to such noticeTax Claim); provided. The Purchaser or its authorized representatives may attend and participate in, howeverbut not control, that all conferences, meetings and proceedings relating to the failure defense, prosecution, settlement or compromise of any Tax Claim controlled by the Seller pursuant to give this Section 10.6.c, and shall bear its own costs and expenses with respect thereto. So long as the Seller is defending or prosecuting such notice Tax Claim, the Purchaser shall not affect provide or cause to be provided to the indemnification provided hereunder except Seller any information reasonably requested by the Seller relating to such Tax Claim, and shall otherwise cooperate with the Seller and its representatives in good faith in order to contest effectively such Tax Claim. d. Notwithstanding anything in this Article 10 to the contrary, the Purchaser and the Company shall agree to any settlement, compromise or resolution of a Tax Claim ("Resolution") proposed by the Seller, but only to the extent that (i) the failure Seller shall be responsible for any Taxes payable by the Company as a result of such Resolution to give the extent not included in the reserve for Taxes reflected in the Closing Date Balance Sheet, and (ii) such notice materially prejudices Resolution would not result in any material Tax detriment to the Indemnifying Party as provided Company not included in Section 11.6any such reserve and not paid by the Seller for any Tax period for which the Seller is not responsible hereunder. (b) Upon written notice e. In the case of any Tax Claim that is defended or prosecuted to Clarant within thirty (30) days after receipt of notification a Final Determination pursuant to this Section 11.4(a10.6, the Seller shall pay to the appropriate Tax Indemnitees, in immediately available funds the net Tax detriment arising or resulting from such Tax Claim within five Business Days after such Final Determination, to the extent not provided for in the reserve for Taxes reflected in the Closing Date Balance Sheet. In the case of any Tax Claim not covered by the preceding sentence, the Seller shall pay to the Company, in immediately available funds, the net Tax detriment arising or resulting from such Tax Claim (calculated after taking into account any actual reduction in the current liability for Taxes of any Tax Indemnitee for Tax arising out of or resulting from such payment or such Tax Claim), to the Stockholders extent not provided for in any such reserve. f. Notwithstanding anything in this Agreement to the contrary, Seller shall have the rightexclusive right and authority, at their own its sole expense, to control and make all decisions conduct, control, defend, prosecute and/or settle any proceedings involving a Tax Claim, or any other examination, audit or inquiry, with respect to or arising out of any consolidated, combined or unitary income Tax Returns filed by Seller, including the right to represent the Company before the appropriate Government or Regulatory Authority with respect to any Tax Proceeding relating to Taxes of issues raised therein concerning a Taxable Period in which the Company was included in such consolidated, combined or any Subsidiary for any Taxable Period ending on or before unitary Tax Return. Seller will allow the Closing Date. Clarant shall have the right to approve the Company and its counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected proceeding described in this paragraph (f) to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of extent it relates to the Company and involves a Tax Claim and Seller will not resolve or settle any Subsidiary for any Taxable Period or portion thereof beginning such proceeding in a manner which would adversely affect the Company after the Closing Date without the prior written consent of ClarantPurchaser, which consent shall not unreasonably be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any party receives written notice from a claim shall be made by any Governmental Authority (a "Tax Claim") which, if successful, might result in an indemnity payment to Buyer or any of a Tax Proceeding with respect its Affiliates pursuant to any Tax for which the other party is obligated to provide indemnification under this AgreementSection 7.5, Buyer shall promptly notify Seller of such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the Seller has actually been prejudiced as a result of such failure and for this purpose, any failure to give such notice materially prejudices the Indemnifying Party as provided that results in Section 11.6Seller not controlling or participating in any Actions with respect to such Tax Claim shall be deemed to prejudice Seller. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with With respect to any Tax Proceeding Claim relating to Taxes of the Company or any Subsidiary for any Taxable Period a taxable period ending on or before the Closing Date. Clarant , Seller shall have the right to approve the counsel selected by the Stockholders to conduct any control all Actions and may make all decisions taken in connection with such Tax ProceedingClaim (including selection of counsel) and, which approval shall not be unreasonably withheldwithout limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, hearings, conferences and other Actions with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer shall be entitled to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense be informed of such Tax Proceeding. The Stockholders shall not take any action or position in any Claim within a reasonable time after such Tax Proceeding if that action or position could reasonably be expected Claim is asserted and the developments with respect to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of ClarantClaim at any administrative meeting, which consent shall not be unreasonably withheldconference, hearing or other Actions. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.47.6(b), Clarant Buyer shall control all Tax Proceedings relating Actions with respect to Taxes for any taxable period beginning after the Closing Date, and may make all decisions taken in connection with such Tax Returns Claim (including selection of counsel) and, without limiting the Company foregoing, may in its sole discretion pursue or forego any and all administrative appeals, hearings, conferences and other Actions with any Governmental Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Seller shall be entitled to be informed of such Tax Claim within a reasonable time after such Tax Claim is asserted and the Subsidiariesdevelopments with respect to such Tax Claim at any administrative meeting, conference, hearing or other Actions. (fd) In Buyer and its Affiliates, on the event that one hand, and Seller and its Affiliates, on the provisions other, shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the requesting party of this Section 11.4 records and the provisions information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of Section 11.3 hereof conflict any material provided hereunder or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning to testify at proceedings relating to such Tax ProceedingsClaim.

Tax Contests. (a) If the Buyer or any party of its Affiliates receives written notice from any Governmental Authority of a Tax Proceeding audit, controversy or other proceeding relating to the Company (“Tax Contest”) with respect to any Tax for which taxable period ending on or prior to the other party is obligated to provide indemnification under this AgreementClosing Date or the portion through the end of the Closing Date of any Straddle Period, such party shall then within sixty ten (6010) days thereof give written notice after receipt of such notice, the Buyer shall notify the Seller of such notice. The Buyer’s notification to the Seller shall contain factual information describing the Tax Contest in reasonable detail and shall include copies of any notice or other party (or within document received from any taxing authority in respect of any such shorter time as may be necessary to give Tax Contest A failure by the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure Buyer to give such notice shall not affect the ▇▇▇▇▇’s right to indemnification provided hereunder except to the extent that the failure to give such notice Seller is materially prejudices the Indemnifying Party as provided in Section 11.6prejudiced thereby. (b) Upon written notice In the case of a Tax Contest that relates to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period a taxable period ending on or before the Closing Date, the Seller shall have the sole right, at its expense, to control the conduct of the Tax Contest. Clarant To the extent the Seller elects to control the Tax Contest, the Seller shall within fifteen (15) days of receipt of the notice of Tax Contest notify the Buyer of its intent to do so, and the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate in each phase of such Tax Contest. The Seller may not settle or compromise any such Tax Contest unless the Buyer consents thereto (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller elects not to control the Tax Contest, the Buyer shall assume control of such Tax Contest. In such event, (i) the Buyer shall keep the Seller informed on a prompt basis regarding the progress and substantive aspects of any Tax Contest, including providing the Seller with all written materials relating to such Tax Contest submitted to and received from the relevant taxing authority, (ii) the Seller shall be entitled to participate at the Seller’s expense in any Contest, including having an opportunity to comment on any written materials prepared in connection with any Tax Contest and attending any conferences relating thereto, and (iii) the Buyer shall not compromise, settle or resolve any Tax Contest without obtaining the Seller’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned (such rights of the Seller, the “Seller’s Rights”). Additionally, in the case of a Tax Contest that relates to a Straddle Period (a “Straddle Period Contest”), the Buyer shall have the right to approve control such Straddle Period Contest subject to the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval Seller’s Rights. The Buyer shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution settle or defense of compromise such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Straddle Period or portion thereof beginning after the Closing Date Contest without the prior written consent of Clarantthe Seller, which consent shall not be unreasonably withheld. The Stockholders shall not settle , delayed or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldconditioned. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Notwithstanding anything to the contrary in this Clause 19, if, in connection with any party receives written notice from examination, investigation, audit or other administrative or judicial proceeding in respect of any Governmental Authority of a non-Seller’s Group Tax Proceeding Return or RTI Tax Return with respect to the income or operations of the Acquired Companies for a Pre-Closing Tax Period, any Tax governmental body issues to the Acquired Companies a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for which the documents or other party is obligated to provide indemnification under this Agreementinformation, such party shall within sixty (60) days thereof give written notice to of deficiency, a notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the other party (or within taxable period covered by such shorter time as may be necessary to give tax return, Buyers shall notify Seller of the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Datesuch communication from such governmental body within 20 Business Days after receiving such communication. Clarant Seller shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, represent its interests and to participate fully at its own expense with employ counsel of its own choosing in all aspects of choice at its expense. Buyers shall have the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position right to participate in any such Tax Proceeding if that action proceeding at their own expense. Buyers shall not, and shall not permit the Acquired Companies to, settle or position could reasonably be expected otherwise resolve any issue with respect to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability Taxes of the Company Acquired Companies to the extent that such settlement or any Subsidiary other resolution could result in Seller being liable for any Taxable Period or portion thereof beginning after the Closing Date amounts pursuant to this Agreement without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld, conditioned, or delayed. The Stockholders Seller shall not settle have the right to control any examination, investigation, audit or otherwise terminate other administrative or judicial proceeding in respect of any non-Seller’s Group Tax Return of the Acquired Companies for any Pre-Closing Tax Period to the extent that such examination, investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement; provided that Buyers, at Buyers’ sole cost and expense, shall have the right to participate in any such contest. Seller are not entitled to settle, either administratively or after the commencement of litigation, that portion of a Tax Proceeding proceeding for which Buyers may incur an indemnification obligation or that would result in increased Liability for Buyers for Taxes attributable to a Post-Closing Tax Period without the prior written consent of ClarantBuyers, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt , conditioned, or delayed. For avoidance of notification pursuant to Section 11.4(a)doubt, the Stockholders Seller shall have the right, at their own expense, sole right to jointly control and participate with Clarant settle any examination, investigation, audit or other administrative or judicial proceeding in the conduct respect of any Seller’s Group Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party Return and Buyer shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their have no right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereundertherein. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) 7.4.1 If any Taxing Authority or other Person asserts a Tax Claim, then the party receives hereto first receiving notice of such Tax Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. 7.4.2 If, within 30 calendar days after any Governmental Authority the Sellers receives or delivers, as the case may be, notice of a Tax Proceeding with respect Claim, the Sellers provide to any Tax for which the other party is obligated Purchaser an Election Notice, then subject to provide indemnification under the provisions of this AgreementSection 7.4, the Sellers shall defend or prosecute, at their sole cost, expense and risk, such party Tax Claim by all appropriate proceedings, which proceedings shall within sixty (60) days thereof give written notice defended or prosecuted diligently by the Sellers to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Final Determination; provided, however, that the failure to give such notice Sellers shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)not, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the otherCompany, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control enter into any compromise or settlement of or participate such Tax Claim that would result in any Tax Proceeding detriment to the Company. So long as the Sellers are defending or prosecuting a Tax Claim, with respect to the Company, the Company shall provide or cause to be provided to the Sellers any information reasonably requested by the Sellers relating to such Tax Claim, and shall otherwise cooperate with the Sellers and their representatives in good faith in order to contest effectively such Tax Claim. The Sellers shall inform the Company of all developments and events relating to such Tax Claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 7.4.3 If, with respect to any Tax Claim, the Sellers fails to deliver an Election Notice to the Company within the period provided in Section 7.4.2 or, after delivery of such Election Notice to the Company, the Sellers fail diligently to defend or prosecute such Tax Claim to a Final Determination, then the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of the Sellers, such Tax Claim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, the Sellers shall cooperate in good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. The Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Company pursuant to this Section 7.4.3, and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 7.4.3, the Company shall, from time to time, be entitled to receive current payments from the Sellers with respect to costs and expenses incurred by the Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Company as a result of receiving a payment from the Sellers pursuant to this Section 7.4) (collectively "Associated Costs"). 7.4.4 In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Sellers pursuant to this Section 7.4, the Sellers shall pay to the appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim within five Business Days after such Final Determination. In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Company pursuant to the terms of this Section 7.4, the Sellers shall pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim, together with any Associated Costs that have not theretofore been paid by the Sellers to the Company, within five Business Days after such Final Determination. In the case of any Tax Claim not covered by the two preceding sentences, the Sellers shall pay to the Company, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim (calculated after taking into account any actual reduction in the current liability for Taxes of such Tax Indemnitee for Tax arising out of or resulting from such payment or such Tax Claim), together with any Associated Costs that have not theretofore been paid by the Sellers to the Company, at least five Business Days before the date payment of such Tax is due from any Tax Indemnitee. 7.4.5 Notwithstanding anything contained in this Article VII to the contrary, the rights of the Sellers under this Section 11.4, Clarant may 7.4 to defend or settle prosecute, or to control the same in such manner as it may deem appropriate in its sole and absolute discretiondefense or prosecution of, without in any way limiting its Tax Claim shall be no greater than those rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of that the Company and would have to defend or prosecute, or to control the Subsidiariesdefense or prosecution of, such Tax Claim. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Purchaser and the Seller agree to cooperate and to cause their Subsidiaries to cooperate with each other to the extent reasonably required after the Closing Date in connection with any party receives written notice from any Governmental Authority of Actions conducted by a Tax Proceeding 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 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 could have an indemnification obligation under this Agreement, the Seller shall have the sole right to conduct, control, defend, settle or compromise the defense of the Tax Contest at its own expense, whether the Tax Contest began before or after the Closing, and Purchaser 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 defense. Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control all matters relating to a Selling Person’s Consolidated Return. The Seller shall not be responsible for any Taxes to the extent attributable to any action taken by Purchaser or its Affiliates with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior Seller’s written consent of Clarant, which consent consent. This Section 11.7 shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without govern the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Contests, rather than Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder13.5. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any Parent, Acquirer, the Company and its Subsidiaries, on the one hand, and the Sellers and their Affiliates, on the other hand, shall promptly notify each other upon receipt by such party receives of written notice from of any Governmental Authority of a Tax Proceeding inquiries, claims, assessments, audits or similar events with respect to any Tax Taxes of the Company and its Subsidiaries for which the other party is obligated would reasonably be expected to provide indemnification be responsible under this AgreementAgreement (any such inquiry, such party shall within sixty (60) days thereof give written notice claim, assessment, audit or similar event, a “Tax Matter”). Any failure to so notify the other party (or within of any Tax Matter shall not relieve such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond other party of any liability with respect to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder Tax Matters except to the extent that the failure to give such notice party was actually and materially prejudices the Indemnifying Party prejudiced as provided in Section 11.6a result thereof. (bii) Upon written notice to Clarant within thirty Parent (30and its Affiliates) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve control the counsel selected by the Stockholders conduct of any Tax Matters; provided, that, if a Tax Matter relates to conduct any Taxes for which a Seller is responsible pursuant to this Agreement (i) Parent shall use commercially reasonable efforts to defend such Tax ProceedingMatter diligently and in good faith as if it were the only party in interest in connection with such Tax Matter, which approval (ii) the Sellers shall not be unreasonably withheld, have the right to fully participate (at their sole cost and to participate fully at its own expense with counsel of its own choosing expense) in all aspects of the prosecution or defense conduct of such Tax Proceeding. The Stockholders Matter at all administrative, appellate and other dispute resolution stages, (iii) Parent shall keep the Sellers reasonably informed and consult in good faith with the Sellers with respect to any material issue relating to such Tax Matter, (iv) Parent shall provide or forward all written communications from the relevant Tax Authority to the Sellers and offer the Sellers an opportunity to comment on any written materials in connection with such Tax Matter prior to such materials being furnished or submitted and shall consider any such comments in good faith, (v) Parent shall offer the Sellers an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority and (v) Parent shall not take any action or position in any settle such Tax Proceeding if that action or position could reasonably be expected to increase Matter without the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability consent of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantSellers, which consent shall not be unreasonably withheld. The Stockholders shall not settle , conditioned or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If Acquiror will provide prompt notice to Holder Representative upon receipt by Acquiror or any party receives of its Affiliates of notice of any pending or threatened Tax audits, examinations, assessments or other proceeding of the Company, its Subsidiaries or Blocker Company that relate to any Tax for which any Escrow Participant may be liable (including pursuant to Section 9.2) (such audit, examination, assessment or other proceeding, a “Tax Contest”). Such notice will state the amount of the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. (ii) With respect to any Tax Contest relating solely to a taxable period ending on or before the Closing Date or relating solely to a Pre-Closing Flow-Through Tax Return, the Holder Representative will have the right to control the conduct of such Tax Contest (including by employing counsel of its choice at the Escrow Participants’ expense); provided, that if the disposition of such Tax Contest could reasonably be expected to affect the Tax liabilities of Acquiror (or any of its Affiliates) after the Closing, (1) the Holder Representative will keep Acquiror reasonably informed concerning the progress of such Tax Contest, (2) the Holder Representative will provide Acquiror copies of all material written notice from correspondence relevant to such Tax audit or administrative or court proceeding, and (3) except with respect to Tax Contests relating to Pre-Closing Flow-Through Tax Returns, the Holder Representative will not settle such Tax audit or administrative or court proceeding without the prior written consent of Acquiror, which consent will not be unreasonably withheld, conditioned or delayed. (iii) With respect to any Governmental Authority of a Tax Proceeding Contest not described in Section 7.5(e)(ii) (or with respect to any Tax for which Contest described in Section 7.5(e)(ii) that the other party is obligated Holder Representative does not elect to provide indemnification under this Agreementcontrol), Acquiror shall have the right to control the conduct of such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Tax Contest; provided, however, that (1) Acquiror will keep the failure to give such notice shall not affect Holder Representative reasonably informed concerning the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense progress of such Tax Proceeding. The Stockholders shall not take any action or position in any Contest, (2) Acquiror will provide Holder Representative copies of all material written correspondence relevant to such Tax Proceeding if that action audit or position could reasonably be expected to increase the pastadministrative or court proceeding, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall and (3) Acquiror will not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company audit or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle administrative or otherwise terminate any such Tax Proceeding court proceeding without the prior written consent of the otherHolder Representative, which consent shall will not be unreasonably withheld, conditioned or delayed. To the extent any provisions in this Section 7.5(e) are inconsistent with Section 9.4 with respect to any Tax Contest, this Section 7.5(e) shall control. (div) If In the Stockholders do not exercise their right to assume control case of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings audit relating to Taxes and Tax Returns a taxable period of the Company beginning after December 31, 2017, but ending on the Closing Date, the Company or its “partnership representative” (as defined in the Code) shall elect under Section 6226 of the Code and any Treasury Regulations thereunder (and take all other actions necessary under the SubsidiariesCode and any Treasury Regulations to make such election effective) to have each member (who was a member during such taxable period) of the Company take into account its share of any audit adjustments and not to apply Section 6225 of the Code. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. Buyer shall notify the Sellers’ Representative within thirty (a30) If calendar days upon the receipt of any party receives written notice from notice, or becoming aware, of any Governmental Authority of a Tax Proceeding audit or other similar examination with respect to Taxes of the Company or HSW for any Pre-Closing Tax Period (including, for which the other party is obligated to provide indemnification under this Agreementavoidance of doubt, such party shall within sixty any Straddle Period) (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Contest”); provided, however, that the no failure to give or delay of Buyer in providing such notice shall not reduce or otherwise affect the indemnification provided hereunder 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 give such notice materially prejudices control the Indemnifying Party as provided in conduct of any Tax Contest; provided, that if a Tax Contest relates solely to Taxes for which Sellers would be responsible under Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a10.1(a)(iii), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Sellers’ Representative shall have the right to approve assume control of such Tax Contest; provided, further, that (i) Buyer, at its own cost and expense, shall have the counsel selected by the Stockholders right to conduct participate in any such Tax ProceedingContest and the Sellers’ Representative shall cooperate with Buyer with respect to any such participation by Buyer, which approval and (ii) the Sellers’ Representative shall not settle or dispose of any such Tax Contest without Buyer’s written consent, not to be unreasonably withheld, and conditioned or delayed. If the Sellers’ Representative does not elect to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of control such Tax Proceeding. The Stockholders shall not take Contest, or for any action or position in any such other Tax Proceeding if Contest that action or position could reasonably relates to a Pre-Closing Tax Period for which the Sellers may be expected to increase liable for the past, present or future Tax liability of Clarant or any of its Affiliates, Taxes thereunder or any Tax liability Contest the settlement of which could otherwise adversely affect the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantSellers, which consent Buyer shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any control such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldContest. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (aThe Parent shall promptly notify the 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) If any party receives upon receiving written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)matter; provided, however, that failure of the failure Parent to give such the Holder Representative notice shall as provided herein will not affect relieve the Holders of their indemnification provided hereunder 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 notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice prompt notice. The Holder Representative shall be entitled to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)manage, the Stockholders shall have the right, at their own expense, to conduct and control and make all decisions with respect to any Tax Proceeding audits, examinations, appeals, litigation, or other Tax proceedings relating to Taxes 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 Subsidiary of its Affiliates other than the Company or that also involves Tax items or issues of the Surviving Entity for any Taxable Period taxable periods ending on or before after the Closing Date, in which case the Holder Representative and the Parent shall jointly control the Tax Contest. Clarant In any event, the Parent shall have the right to approve participate in, and consult with the counsel selected 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 to the relevant Tax Authority with respect to such Tax Contest. Any settlement or other disposition of any Tax Contest (whether administratively or after the commencement of litigation), which is controlled by the Stockholders Holder Representative pursuant to conduct any such Tax Proceeding, this paragraph and which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability Taxes of the Company or Surviving Entity in any Subsidiary for any Taxable Period taxable period or portion thereof beginning ending after the Closing Date without Date, may only be with the prior written consent of Clarantthe Parent, which consent will not be unreasonably withheld, conditioned or delayed. In cases where the Tax Contest is jointly controlled, neither party may settle or concede, either administratively or after the commencement of litigation, any such Tax Contest without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders In no event shall not the Parent be entitled to settle or otherwise terminate 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 Tax Proceeding without the prior written consent of Clarantsettlement or concession, which consent shall will not be unreasonably withheld. , conditioned or delayed or (cii) Upon written notice the Parent agrees to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their waive its right to assume control of be indemnified for the issue being conceded or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) settled. In the event that of a conflict between the provisions of this Section 11.4 8.4 and Article XII, the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 8.4 shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If Buyer shall notify the Seller in writing upon receipt by Buyer of any party receives written notice from any a Governmental Authority Entity of a Tax Proceeding an audit, contest, examination, litigation or other controversy with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary of 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 Taxable Period ending on or before failure by Buyer to so notify the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval Seller shall not be unreasonably withheld, relieve the Seller of its indemnification obligations hereunder unless and to participate fully the extent that the Seller is materially and adversely prejudiced thereby. Except as provided in the next sentence, the Seller, at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders expense, shall be permitted to participate in, but not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the pastcontrol, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders Contest and Buyer shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of compromise any Tax Proceeding relating to Taxes Contest if such settlement or compromise would result in an indemnification obligation of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Seller without the prior written consent of the otherSeller, such consent not to be unreasonably withheld, conditioned or delayed. With respect to the 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 have agreed that (i) Seller shall (1) continue to control the Texas 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 own expense, to participate in, but not control, the Texas Audit, and (4) have the authority to settle or otherwise compromise the Texas Audit with the consent of Buyer, which consent shall not be unreasonably withheld. , conditioned or delayed (dand for the avoidance of doubt, Buyer’s inability to pay or cause to be paid Taxes due pursuant to the following clause (ii) If shall not be reasonable grounds to withhold consent), (ii) Buyer shall, or shall cause the Stockholders do Company to, timely pay the full amount of any Taxes due to the taxing authority of the State of Texas in connection with any such 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 would 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), Seller shall pay such Pre-Closing Taxes to the taxing authority of the State of Texas subject to the same limitations set forth in Article 9 (other than Sections 9.2(f), 9.4 and 9.5) that are applicable to Indemnifiable Damages under Section 9.1(a)(v)); provided, further, that in the event that Buyer does not exercise their right timely pay, or cause the Company to assume control timely pay, the amount due pursuant to the foregoing clause (ii) before the last date under the assessment, agreement or other demand for payment before additional amounts of interest or participate in penalties are imposed (the “Texas Audit Due Date”), Seller shall no longer be liable to Buyer for any Tax Proceeding as provided amount of such additional interest and penalties accruing or assessed after the Texas Audit Due Date, regardless of whether such amounts would otherwise constitute Pre-Closing Taxes under this Section 11.4, Clarant may defend or settle the same Agreement and (iii) in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions timely payment of this Taxes by the Texas Audit Due Date pursuant to clause (ii) has been satisfied, then Buyer and Seller agree that the procedural requirements of Sections 9.2(f), 9.4 and 9.5 with respect to Indemnifiable Damages shall not apply. This Section 11.4 and 6.10(b) shall not apply to any Tax Contest (other than, to the provisions of Section 11.3 hereof conflict or otherwise each apply by their termsextent applicable, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedingsthe Texas Audit) which constitutes a Voluntary Disclosure Filing.

Tax Contests. (a) If Purchaser shall provide prompt notice to Seller of any party receives written pending or threatened Contest of which it becomes aware related to Taxes for any taxable period for which it is indemnified by Seller hereunder; provided, however, that no delay or failure in delivering any such notice shall in any manner limit Purchaser’s rights hereunder unless and only to the extent Seller is actually and materially prejudiced thereby. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents it has received from any Governmental Taxing Authority in respect of any such matters. (b) Seller or its designee shall have the right to represent any Conveyed Company’s interests in any Contest relating to a Tax Proceeding matter arising with respect to a Pre-Closing Period to the extent such Contest is in connection with any Tax Taxes for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as Seller may be necessary liable pursuant to give Section 7.1 hereof, to employ counsel of its choice, at its expense, and to control the Indemnifying Party conduct of such Contest, including settlement or other disposition thereof; provided, however, that Purchaser shall have the right to consult with Seller regarding any such Contest and shall be provided a reasonable opportunity copy of any correspondence or written materials received from, or sent to, the applicable Taxing Authority in connection with such Contest; and provided, further, that any settlement or resolution of such a Tax Contest that would reasonably be expected to respond have a material effect in (i) any taxable period beginning after the Closing Date or (ii) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date may only be made with the prior written consent of Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. (c) Purchaser shall have the right to such noticecontrol the conduct of any Contest relating to a Tax matter of any Conveyed Company arising with respect to a taxable period ending after the Closing Date and of any Contest in respect of which Seller has not elected to represent the interests of any Conveyed Company pursuant to Section 7.4(b); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Seller shall have the right, at their Seller’s own expense, to control and make all decisions consult with respect to Purchaser regarding any Tax Proceeding relating to Taxes of the such Contest that may affect any Conveyed Company or any Subsidiary for any Taxable Pre-Closing Period or for any portion of a Straddle Period ending on the Closing Date and shall be provided a copy of any correspondence or before written materials received from, or sent to, the applicable Taxing Authority in connection with such Contest that may affect any Conveyed Company for any Pre-Closing Period or for any portion of a Straddle Period ending on the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct ; and provided, further, that any settlement or other disposition of any such Tax ProceedingContest that may materially affect any Conveyed Company for any Pre-Closing Period or any portion of a Straddle Period ending on the Closing Date may only be made with the consent of Seller, which approval shall consent will not be unreasonably withheld, and delayed or conditioned. For the avoidance of doubt, any expenses agreed to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position writing in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, advance by Seller (which consent agreement shall not be unreasonably conditioned or withheld. The Stockholders shall not settle or otherwise terminate ) incurred by Purchaser in controlling the Conduct of any Contest relating to a Tax matter arising with respect to a Pre-Closing Period to the extent such Tax Proceeding without the prior written consent of Clarant, Contest is in connection with any Taxes for which consent shall not Seller may be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification liable pursuant to Section 11.4(a7.1 hereof shall constitute Losses described in Section 7.5(b) hereof. As with all other Tax disputes under this Agreement, it is understood by the Parties that any disputes arising under this Section 7.4(c), including disputes regarding consent being unreasonably withheld, delayed or conditioned, shall constitute disputes regarding matters in this Article VII that require the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes agreement of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such rightParties within the meaning of Section 7.9 and, neither party therefore, shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldresolved in accordance with Section 7.9. (d) If Seller and Purchaser agree, in each case at no cost to the Stockholders do not exercise their right other Party, to assume control cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include making available to the other Party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or participate other relevant information necessary or useful in connection with any Tax Proceeding as provided Contest requiring any such books, records and files. Notwithstanding the foregoing, with respect to any information sought by Seller or its Affiliates with respect to any direct indemnification claim between any Purchaser Indemnified Party and Seller under this Article VII, the applicable rules of discovery shall apply in lieu of this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder7.4(d). (e) Except Where there is a dispute with a Taxing Authority regarding liability for Tax for a Pre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, or shall cause the appropriate Conveyed Company to, as otherwise provided in this Section 11.4the case may be, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns at the request of Seller, pay the amount of the disputed Tax to the Taxing Authority, and Purchaser or the Conveyed Company and shall be promptly reimbursed by Seller in a manner to be agreed upon by the SubsidiariesParties at such time as Seller makes such request. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Seller and its duly appointed representatives shall have the sole right to supervise or otherwise coordinate any examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to Pre-Closing Tax Returns. Each party receives hereto shall within 14 days after it has knowledge of the assertion or commencement thereof notify the other party of the written notice from assertion of any Governmental Authority claim or the commencement of any suit, action, proceeding, investigation or audit (any of which may be hereinafter referred to as a "Tax Proceeding Contest") with respect to any Pre-Closing Tax for which Returns (but only if such Tax Contest would affect the Tax liability of the other party), and shall provide the other party is obligated with copies (subject to provide indemnification under this Agreement, such party shall within sixty (60deletion of unrelated information) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond of all correspondence relating to such notice); provided, however, that the failure to give Tax Contest. The costs of such notice Tax Contest shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6be borne by Seller. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Buyer and its duly appointed representatives shall have the rightsole right and the obligation to supervise or otherwise coordinate any examination process and to negotiate, at their own expenseresolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to control and make all decisions Post-Closing Tax Returns. Each party hereto shall within 14 days after it has knowledge thereof notify the other party of the written assertion or the commencement of a Tax Contest with respect to any Post-Closing Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any Returns (but only if such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of Contest would affect the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after other party), and shall provide the Closing Date without the prior written consent other party with copies (subject to deletion of Clarant, which consent shall not be unreasonably withheldunrelated information) of all correspondence relating to such Tax Contest. The Stockholders shall not settle or otherwise terminate any costs of such Tax Proceeding without the prior written consent of Clarant, which consent Contest shall not be unreasonably withheldborne by Buyer. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Buyer and its duly appointed representatives shall have the rightsole right and the obligation to supervise or otherwise coordinate any examination process and to negotiate, at their own expenseresolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claim for refund with respect to jointly control and participate with Clarant in Straddling Returns. Each party hereto shall within fourteen days after it has knowledge thereof notify the conduct of any Tax Proceeding relating to Taxes other party of the Company written assertion or the commencement of Tax Contest with respect to any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any Straddling Return (but only if such Tax Proceeding without Contest would effect the prior written consent Tax liability of the otherother party), which consent and shall not provide the other party with copies (subject to deletion of unrelated information) of all correspondence to such Tax Contest. The cost of such Tax Contest shall be unreasonably withheldborne by Buyer. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If With respect to any party receives written notice from any Governmental Authority of a Tax Proceeding Audit with respect to any the Company and the Company Subsidiaries or their assets (“Tax for which the other party is obligated Claims”) related to provide indemnification under this Agreementa Seller Prepared Return or a Seller Group Return, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightSeller, at their its own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any control all Tax Claims and may make all decisions taken in connection with such Tax Proceeding, which approval shall not be unreasonably withheld, Claims (including selection of counsel and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense settlement of such Tax Proceeding. The Stockholders shall not take Claims), provided that, with respect to Tax Claims relating to any action or position Seller Prepared Returns (other than Seller Group Returns), (x) Buyer will be entitled to participate in any such Tax Proceeding if that action or position could reasonably be expected Claim at its own expense, (y) Seller shall provide Buyer copies of all material written correspondence and other material documents relevant to increase the pastsuch Tax Claim, present or future and (z) Seller shall not settle such Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Claim without the prior written consent of ClarantBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders Buyer, at its own expense, shall control all proceedings attributable to any Tax Claim relating to a Buyer Prepared Return or a tax period beginning after the Closing Date; provided, however, that with respect to any Tax Claim which could reasonably be expected to give rise to an indemnity obligation for Seller Taxes, (x) Seller will be entitled to participate in such Tax Claim at its own expense, (y) Buyer shall provide Seller copies of all material written correspondence and other material documents relevant to such Tax Claim, and (z) Buyer shall not settle or otherwise terminate any such Tax Proceeding Claim without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any party receives Taxing Authority asserts a Tax Claim, then the Party hereto first receiving notice of such Tax Claim promptly shall provide written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (Party or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Parties hereto; provided, however, that the failure of such Party to give such prompt notice shall not affect relieve the indemnification provided hereunder other Party of any of its obligations under this Article VIII, except to the extent that the failure to give other Party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such notice materially prejudices Tax Claim and shall include a copy of the Indemnifying Party as provided in Section 11.6relevant portion of any correspondence received from the Taxing Authority. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Sellers shall have the rightright to control, at their own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of any Trayport Company that relates solely to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending a taxable period that ends on or before the Closing Date. Clarant ; provided, however, that (i) Sellers shall have the right to approve the counsel selected by the Stockholders to conduct any provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding, which approval (ii) Sellers shall not consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iii) Sellers shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (iv) Purchaser shall be unreasonably withheldentitled to participate, and to participate fully at its own expense with counsel of its own choosing expense, in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, and (v) Sellers shall not take any action settle, compromise or position in abandon any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without obtaining the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of ClarantPurchaser, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt In the case of notification pursuant to Section 11.4(a)a Tax Proceeding for a Straddle Period of any Trayport Company, the Stockholders Controlling Party shall have the rightright to control, at their its own expense, such Tax Proceeding; provided, however, that (i) the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to jointly control and participate comment before submitting any written materials prepared or furnished in connection with Clarant in such Tax Proceeding, (iii) the conduct of any Controlling Party shall defend such Tax Proceeding relating diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (iv) the Non-controlling Party shall be entitled to Taxes of participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Company Non-controlling Party or any Subsidiary for a Straddle Period. If Sellers exercise such rightof its Affiliates, neither party and (v) the Controlling Party shall settle not settle, compromise or otherwise terminate abandon any such Tax Proceeding without obtaining the prior written consent of the otherconsent, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and Non-controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.Non-controlling

Tax Contests. (a) If any party receives written governmental authority issues to Buyer (A) a notice from any Governmental Authority of its intent to audit or conduct another proceeding with respect to a Tax Proceeding Return or Taxes of the Company for which Seller is responsible pursuant to Section 4.6(a) or (B) a notice of deficiency with respect to any such Taxes (any such audit, proceeding or deficiency, a “Seller Tax for which Matter”), Buyer shall promptly notify the Seller of its receipt of such communication from the governmental authority and provide the Seller with copies of all correspondence and other party is obligated documents received from the Taxing Authority. The Seller, at its sole cost and expense, shall have the right to provide indemnification under this Agreementcontrol (including the selection of counsel) any audit or other proceeding of the Company in respect of a Seller Tax Matter (a “Tax Contest”) other than a Tax Contest relating to a Straddle Period. Buyer shall control any Tax Contest relating to a Straddle Period, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightSeller, at their own its sole cost and expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve participate in any Straddle Period Tax Contest for the counsel selected by Company, and Buyer shall not settle, resolve, or abandon a Tax Contest (whether or not the Stockholders to conduct any Seller participates in such Tax Proceeding, Contest) relating to a Straddle Period without the prior written permission of the Seller which approval shall not be unreasonably withheld, and delayed, or conditioned. (b) If the Seller elects to participate fully at its own expense with counsel control a Tax Contest (other than a Tax Contest relating to a Straddle Period), (A) the Seller shall notify Buyer of its own choosing in all aspects such intent within ten (10) days of receiving notice of the prosecution or defense Tax Contest; and (B) while it controls a Tax Contest, the Seller shall (1) keep Buyer reasonably informed regarding the status of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.Contest;

Tax Contests. (a) If any Purchaser and Sellers shall promptly notify each other upon receipt by such party receives of written notice from of any Governmental Authority inquiries, claims, assessments, or audits that relate to Taxes for a Pre-Closing Tax Period or Straddle Period with respect to which Sellers may be liable under this Agreement (“Tax Contest Claim”); provided that no failure or delay by Purchaser to give Sellers notice of a Tax Proceeding with Contest Claim shall reduce or otherwise affect the obligations of Seller to indemnify Purchaser Indemnified Parties for any Damages arising out of such Tax Contest Claim, unless such failure or delay materially impairs the ability of Sellers to defend such Tax Contest Claim. With respect to any a Tax for which the other party is obligated Contest Claim that relates solely to provide indemnification under this Agreementa Pre-Closing Period, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Sellers shall have the right to approve control the counsel selected by conduct of such claim if Sellers provide Purchaser with written notice of their election to control such claim within twenty (20) days of receipt of notice thereof (or such earlier date, if the Stockholders failure to conduct assume the defense on such earlier date would materially impair the ability of Purchaser to defend such Tax Contest Claim) (any such claim, a “Sellers Tax ProceedingContest Claim”); provided that: (a) Sellers shall keep Purchaser informed regarding the progress and substantive aspects of any Sellers Tax Contest Claim, (b) Purchaser shall be entitled (at its expense) to participate in any Sellers Tax Contest Claim and (c) Sellers shall not compromise or settle any Sellers Tax Contest Claim without Purchaser’s written consent which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of unless the prosecution or defense sole consequence of such Tax Proceeding. The Stockholders compromise or settlement is the payment of a fixed amount of monetary damages that shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification borne by Sellers pursuant to Section 11.4(a)7.1. If Sellers do not elect to control a Tax Contest Claim that relates solely to the Pre-Closing Tax Period, the Stockholders Purchaser shall have the rightbe entitled to control such claim. With respect to any Tax Contest Claim that does not relate solely to a Pre-Closing Tax Period, at their own expense, to Purchaser and Sellers shall jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party claim and shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldfully cooperate in all respects. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party receives The Buyer and the Sellers’ Representative shall deliver a written notice from to each other promptly following any Governmental Authority demand, claim, or notice of commencement of a Tax Proceeding claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of any Tax of the Company or its Subsidiaries for which the other party is obligated to provide indemnification under this Agreement, such party Sellers (in the case of the Buyer) or the Buyer (in the case of the Sellers) may be liable (“Tax Contest”) and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by the recipient) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (or within such shorter time as may be necessary to give including Taxes), if any (the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim Notice”); , provided, however, that the failure or delay to give provide such notice notification shall not affect relieve the indemnification provided hereunder party with the obligation to indemnify, except to the extent that the failure interests of the party with the right to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6notification are adversely prejudiced thereby. (bii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions All Tax Contests with respect to any Tax Proceeding relating to income Taxes of the Company or any Subsidiary of its Subsidiaries for any Taxable Pre-Closing Period ending shall be controlled by the Sellers’ Representative. In connection with any such Tax Contest with respect to any of the Company’s Subsidiaries, the Sellers shall (w) keep the Buyer informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related correspondence and shall provide the Buyer with an opportunity to review and comment on or any material correspondence before the Closing Date. Clarant Sellers send such correspondence to any Taxing Authority), (x) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest, (y) not settle or otherwise resolve any such Tax Contest without the Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, and (z) provide such cooperation and information as the Buyer shall reasonably request, and, at its own cost and expense, the Buyer shall have the right to approve participate in (but not control) the counsel selected defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests). (iii) All Tax Contests not covered by Section 4.4(f)(ii) shall be controlled by the Stockholders Buyer. In connection with any Tax Contest that includes a Tax for which the Sellers may be liable, the Buyer shall (w) keep the Sellers informed of all material developments and events relating to conduct such Tax Contest (including promptly forwarding copies to the Sellers of any related correspondence and shall provide the Sellers with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (x) consult with the Sellers in connection with the defense or prosecution of any such Tax ProceedingContest, which approval shall (y) not settle or otherwise resolve any such Tax Contest without Sellers’ consent, such consent not to be unreasonably withheld, conditioned or delayed, and to participate fully (z) provide such cooperation and information as the Sellers shall reasonably request, and, at its own expense with counsel of its own choosing costs and expenses, the Sellers shall have the right to participate in all aspects of (but not control) the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldContests). (civ) Upon written notice Notwithstanding anything to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)the contrary contained in this Agreement, the Stockholders procedures for all Tax Contests shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under governed exclusively by this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole 4.4(f) (and absolute discretion, without in any way limiting its rights of indemnification hereundernot Section 7.6). (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party receives written notice from any Governmental Authority issues (A) a notice of a Tax its intent to audit or conduct another Legal Proceeding with respect to a Tax Return or Taxes of the either of the Companies for any Pre-Closing Date Tax Period or Straddle Period or (B) a notice of deficiency for which Taxes for any such period (each of (A) and (B), a “Tax Contest”), Buyer shall notify the Representative, or Representative shall notify the Buyer, as the case may be, in writing of its receipt of such communication from the Governmental Authority within ten (10) days of receipt and provide the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to with copies of all correspondence and other documents received from the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6Governmental Authority. (bii) Upon If the Tax Contest relates to a Pre-Closing Date Tax Period, the Representative may elect (within ten (10) days of receipt of the written notice from Buyer if such notice is to Clarant within thirty (30) days after receipt of notification be given pursuant to Section 11.4(a6.7(e)(i), the Stockholders shall have the right, at their own expense), to control such Tax Contest at the Sellers’ sole cost and make all decisions with respect to any Tax Proceeding relating to Taxes of expense, provided the Company or any Subsidiary for any Taxable Period ending on or before conditions in Section 9.6(b) have been satisfied by the Closing DateSellers. Clarant Buyer shall have the right to approve the counsel selected by the Stockholders to conduct any participate at its cost and expense in such Tax Proceeding, which approval Contest and the Sellers shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of settle such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior Buyer’s written consent of Clarantconsent, which consent shall not be unreasonably withheld, delayed or conditioned. The Stockholders If the Representative does not elect to control such Tax Contest, Buyer shall control such Tax Contest, but the Representative shall have the right to participate at the Sellers’ sole cost and expense, and Buyer shall not settle or otherwise terminate any such Tax Proceeding Contest without the prior Representative’s written consent of Clarantconsent, which consent shall not be unreasonably withheld, delayed or conditioned. Buyer’s or the Representative’s right to participate, as the case may be, shall include (A) consulting with the other party (and their counsel) regarding the conduct of such Tax Contest at reasonable intervals; (B) timely receiving from Buyer and each of the Companies copies of material correspondence and other documents received regarding the Tax Contest from the applicable Governmental Authority; (C) being provided drafts of material correspondence and other documents that will be provided to the Governmental Authority with respect to such Tax Contest within a reasonable period prior to the planned submission to the Governmental Authority; and (D) participating in material conferences or meetings with any Governmental Authority that are with respect to such Tax Contest. (ciii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), If the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for Contest involves a Straddle Period. If Sellers exercise such right, neither party Buyer shall control the Tax Contest (with the Representative having the participation rights described in Section 6.7(e)(ii)); provided, however, that Buyer shall not settle or otherwise terminate any such Tax Proceeding Contest without the prior Representative’s written consent of the otherconsent, which consent shall not be unreasonably withheld, delayed or conditioned. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party receives Taxing Authority issues written notice from any Governmental Authority of a proposed assessment, audit, contest, Action or litigation with respect to Taxes or Tax Proceeding Returns of the Seller (with respect to any Acquired Company) or any Acquired Company for a Pre-Closing Tax for which Period or a Straddle Period (a “Tax Contest”), then the other party is obligated to hereto first receiving notice of such Tax Contest shall promptly provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice thereof to the other party or parties hereto describing the claim, the amount thereof (if known or within such shorter time as may be necessary to give quantifiable) and the Indemnifying Party a reasonable opportunity to respond to such notice); providedbasis thereof, provided however, that the failure to give provide such notice shall not affect relieve the indemnification provided hereunder other party from any of its obligations under this Section 9.1, except to the extent that the failure to give such notice other party is materially prejudices the Indemnifying Party prejudiced as provided in Section 11.6a consequence of such failure. (bii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Seller shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceedingcontrol, which approval shall not be unreasonably withheld, and to participate fully at its own expense expense, any Tax Contest with counsel respect to any Acquired Company which could result in an indemnity obligation of its own choosing in all aspects of Seller under this Agreement and relates to a Pre-Closing Tax Period (a “Seller’s Tax Contest”), provided that (a) Seller shall keep the prosecution or defense Buyer reasonably informed concerning the progress of such Tax Proceeding. The Stockholders Contest, (b) the Seller shall not take provide Buyer copies of all material correspondence, notices and other written material received from any action or position in any Taxing Authority with respect to such Tax Proceeding if that action Contest and shall otherwise keep Buyer apprised of substantive developments with respect to such Tax Contest, (c) the Seller shall provide Buyer with a copy of, and an opportunity to review and comment on, all significant written submissions made to a Taxing Authority in connection with such Tax Contest, (d) Buyer shall be entitled to participate in such Tax Contest at Buyer’s expense, and (e) the Seller may not agree to a settlement or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion compromise thereof beginning after the Closing Date without the prior written consent of ClarantBuyer, which consent shall not be unreasonably withheld. The Stockholders , conditioned or delayed; provided, however, that nothing in this Agreement shall not settle require Seller to provide or otherwise terminate make available to Buyer, the Company or any of their Affiliates a copy of any of Seller’s Consolidated Returns other than a pro forma Tax Return for the applicable Acquired Companies. (iii) In the case of any Tax Contest relating to any Straddle Period or if Seller fails to elect to control a Seller’s Tax Contest within a reasonable time pursuant to Section 9.1(f)(ii), Buyer shall control the conduct of such Tax Proceeding Contest at Seller’s expense (provided, that, in the case of a Straddle Period, such expense shall be ratably allocated between Seller and Buyer); provided that (v) Buyer shall keep the Seller reasonably informed concerning the progress of such Tax Claim, (w) Buyer shall provide the Seller copies of all material correspondence, notices, and other written materials received from any Taxing Authority with respect to such Tax Contest and shall otherwise keep the Seller apprised of substantive developments with respect to such Tax Contest, (x) Buyer shall provide the Seller with a copy of, and an opportunity to review and comment on, all significant written submissions made to a Taxing Authority in connection with such Tax Contest, (y) the Seller shall be entitled to participate in such Tax Claim at its own expense, and (z) the Buyer may not agree to a settlement or compromise thereof without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any party receives Purchasing Subsidiary or any Transferred Subsidiary of a written notice from of any Governmental Authority pending or threatened Tax audits or assessments with respect to Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes (“Tax Contest Claims”); provided that no failure or delay by Purchaser to provide notice of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party Contest Claim shall within sixty (60) days thereof give written notice to the other party (reduce or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not otherwise affect the indemnification provided obligation of Seller hereunder except to the extent that the failure to give defense of such notice materially prejudices Tax Contest Claim is prejudiced thereby. Unless the Indemnifying Party as provided Tax Contest Claim is in Section 11.6. respect of either (bx) Upon written notice to Clarant within thirty a Straddle Period Return or (30y) days after receipt of notification pursuant to Section 11.4(a)a taxable period which is neither a Pre-Closing Tax Period nor a Straddle Period, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Seller shall have the right to approve control the counsel selected by the Stockholders conduct of any issues relating to conduct Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes in such Tax ProceedingContest Claim; provided that if such Tax Contest Claim involves or could affect Taxes (other than Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01) of Purchaser, any Purchasing Subsidiary or any Transferred Subsidiary, (i) Seller shall have confirmed in writing that it will pay any Excluded Taxes and any Taxes for which approval Seller would be required to indemnify Purchaser under Section 10.01, in each case, arising from such Tax Contest Claim, (ii) Seller shall not be unreasonably withheld, keep Purchaser informed regarding the progress and to participate fully at its own expense with counsel of its own choosing in all substantive aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Contest Claim, including providing Purchaser with all written materials relating to such Tax Contest Claim received from the relevant Tax authority and all written materials submitted to such Tax authority by Seller, (iii) Purchaser shall be entitled to participate in such Tax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with such Tax Contest Claim and attending any conferences relating to such Tax Contest Claim, and (iv) Seller shall not take any action compromise or position in any settle such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest Claim without the obtaining Purchaser’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld. The Stockholders , conditioned or delayed. (b) Purchaser shall not settle control the conduct of any issues in any Tax Contest Claim in respect of (x) Straddle Period Returns and (y) any taxable period which is neither a Pre-Closing Tax Period nor a Straddle Period; provided, in each case, that (i) Purchaser shall keep the Seller Representative informed regarding the progress and substantive aspects of such Tax Contest Claim, including providing the Seller Representative with all written materials relating to such Tax proceeding received from the relevant Tax authority and all written materials submitted to such Tax authority by Purchaser, but in each case only to the extent relating to Excluded Taxes or otherwise terminate Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, (ii) Seller shall be entitled to participate in any such Tax Proceeding Contest Claim, including having an opportunity to comment on any written materials prepared in connection with any such Tax Contest Claim and attending any conferences relating to any such Tax Contest Claim, but only with regard to Excluded Taxes or Taxes for which Seller would be required to indemnify Purchaser under Section 10.01, and (iii) Purchaser shall not compromise or settle any such Tax Contest Claim in such manner as to affect Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes without the obtaining Seller’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders All Tax Contest Claims shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under controlled by this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole 4.05 and absolute discretion, without in any way limiting its rights of indemnification hereundernot by Section 10.04. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any party receives written notice from any Governmental Taxing Authority of or other person asserts a Tax Proceeding claim with respect to any Taxes (a "TAX CLAIM"), then the party hereto first receiving notice of such Tax for which the other party is obligated to Claim promptly shall provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice thereof to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)hereto; providedPROVIDED, howeverHOWEVER, that the failure of a party to give such prompt notice to other party shall not affect the indemnification provided hereunder relieve such party failing to provide such notice of any of its obligations under this Article, except to the extent that the failure to give receiving party is irreparably prejudiced thereby. Such notice shall specify n reasonable detail the basis for such notice materially prejudices Tax Claim and shall include a copy of any relevant correspondence received from the Indemnifying Party as provided in Section 11.6Taxing Authority or other person. (b) Upon If within 60 days after receiving a Tax Claim or written notice of such a Tax Claim from the Buyer, Seller notifies the Buyer that Seller desires to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions defend Buyer with respect to any the Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Claim, then Seller shall have the right to approve the counsel selected by the Stockholders to conduct any defend or prosecute, at its sole cost, expense and risk, such Tax ProceedingClaim by all appropriate proceedings, which approval proceedings shall not be unreasonably withhelddefended or prosecuted diligently by Seller; PROVIDED, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders HOWEVER, Seller shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the pastnot, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantBuyer, which consent shall not be unreasonably withheld. The Stockholders shall not settle enter into any compromise or otherwise terminate any settlement of such Tax Proceeding Claim that would result in any Tax detriment to any indemnitee; and PROVIDED, FURTHER, that Buyer may, at the sole cost and expense of Buyer, at any time prior to Seller's delivery of the notice referred to in the first sentence of this SECTION 8.3(b) file any motion, answer or other pleadings or take any other action that Buyer reasonably believes to be necessary or appropriate to protect its interests. So long as Seller is defending or prosecuting a Tax Claim, Buyer shall provide or cause to be provided to Seller any information reasonably requested by Seller relating to such Tax Claim, and Buyer shall otherwise cooperate with Seller and its representatives in good faith in order to contest effectively such Tax Claim. Seller shall inform Buyer of all developments and events relating to such Tax Claim (including, without limitation, providing to Buyer copies of all written materials relating to such Tax Claim), and Buyer or its authorized representatives shall be entitled, at the prior written consent expense of ClarantBuyer, which consent shall to participate in but not be unreasonably withheldcontrol, all conferences, meetings and proceedings relating to such Tax Claim. (c) Upon If Seller fails to notify Buyer within 60 days after receiving a Tax Claim or a written notice of such Tax Claim from Buyer that Seller desires to Clarant within thirty (30) days after receipt of notification defend the Tax Claim pursuant to Section 11.4(a)this SECTION 8.3 or, if after delivery of such notice, Seller fails to reasonably defend or prosecute such Tax Claim, then Buyer shall at any time thereafter have the Stockholders right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of Buyer, such Tax Claim. Buyer shall have the rightfull control of such defense or prosecution and such proceedings, at their own expenseincluding any settlement or compromise thereof. If requested by Buyer, Seller shall cooperate in good faith with Buyer and its authorized representatives in order to jointly control and contest effectively such Tax Claim. Seller may participate with Clarant in the conduct in, but not control, any defense, prosecution, settlement or compromise of any Tax Proceeding relating Claim controlled by Buyer pursuant to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such rightthis SECTION 8.3(c), neither party and shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldbear its own costs and expenses with respect thereto. (d) If In the Stockholders do not exercise their right to assume control case of or participate in any Tax Proceeding as provided under Claim that is defended or prosecuted by Seller pursuant to this Section 11.4SECTION 8.3, Clarant may defend Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax arising or settle resulting form such Tax Claim within 30 days after any final determination of any Tax arising or resulting from such Tax Claim. In the same in case of any Tax Claim that is defended or prosecuted by Buyer pursuant to this SECTION 8.3, Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax arising or resulting from such manner as it may deem appropriate in its sole and absolute discretionTax Claim, together with any costs or expenses for investigating, defending or prosecuting a Tax Claim including, without in limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any way limiting its rights of indemnification hereunder. similar costs or expenses (e"ASSOCIATED COSTS") Except as otherwise provided in this Section 11.4that have not theretofore been paid by Seller to Buyer, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) within 30 days after such final determination. In the event case of any Tax Claim not covered by the two preceding sentences, Seller shall pay to the Buyer, on a Grossed-Up Basis, the full amount of any Tax arising or resulting from such Tax Claim, together with any Associated Costs, that have not theretofore been paid by Seller to Buyer, at least five business days before the provisions date payment of this Section 11.4 and such Tax is due from the provisions of Section 11.3 hereof conflict Seller or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedingsthe Buyer.

Tax Contests. (ai) If any party receives The Buyer shall deliver a written notice from to the Seller Representative in writing promptly following any Governmental Authority demand, claim, or notice of commencement of a Tax claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to any Tax Taxes of LPT for which the other party is obligated to provide indemnification under this Agreement, such party Sellers may be liable (“Tax Contest”) and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by the Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (or within such shorter time as may be necessary to give including Taxes), if any (the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim Notice”); , provided, however, that the failure or delay to give such notice so notify the Seller Representative shall not affect relieve the indemnification provided hereunder Sellers of any obligation or liability that the Sellers may have to the Buyer, except to the extent that the failure to give such notice Seller Representative demonstrates that the Sellers are materially prejudices the Indemnifying Party as provided in Section 11.6and adversely prejudiced thereby. (bii) Upon With respect to Tax Contests for Taxes of LPT for a Pre-Closing Tax Period (other than a Straddle Period), the Seller Representative may elect to assume and control the defense of such Tax Contest by written notice to Clarant the Buyer within thirty (30) days after receipt of notification pursuant delivery by the Buyer to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes Seller Representative of the Company or any Subsidiary for any Taxable Period ending on or before Tax Claim Notice. If the Closing Date. Clarant shall have Seller Representative elects to assume and control the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Contest, the Seller Representative (i) shall not take bear its own costs and expenses, (ii) shall be entitled to engage its own counsel and (iii) may (A) pursue or forego any action and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or position ▇▇▇ for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any such Tax Proceeding if permissible manner, provided, however, that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders Seller Representative shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. compromise (cor take other actions described herein with respect to) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Contest without the prior written consent of the other, which Buyer (such consent shall not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Buyer or any of its Affiliates (including LPT) for any Tax period ending after the Closing Date. If the Seller Representative elects to assume the defense of any Tax Contest, the Seller Representative shall (x) keep the Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller Representative sends such correspondence to any Taxing Authority), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Buyer shall reasonably request, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Governmental Authorities regarding such Tax Contests). (diii) If the Stockholders do not exercise their right to assume control of or participate in In connection with any Tax Proceeding as provided under Contest that relates to Taxes of LPT for a Pre-Closing Tax Period that (i) the Seller Representative does not timely elect to control pursuant to Section 5.3(f)(ii) or (ii) the Seller Representative fails to diligently defend, such Tax Contest shall be controlled by the Buyer (and the Seller Representative shall reimburse the Buyer for all reasonable costs and expenses incurred by the Buyer relating to a Tax Contest described in this Section 11.4, Clarant may defend or settle 5.3(f)(iii)) and the same Seller Representative agrees to cooperate with the Buyer in pursuing such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderTax Contest. (eiv) Except as otherwise provided in this Section 11.4In connection with any Tax Contest for Taxes of LPT for any Straddle Period, Clarant such Tax Contest shall control be controlled by the Buyer; provided, that the Buyer shall not settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Seller Representative, such consent not to be unreasonable withheld, conditioned or delayed. The Buyer shall (x) keep the Seller Representative informed of all Tax Proceedings material developments and events relating to Taxes such Tax Contest (including promptly forwarding copies to the Seller Representative of any related correspondence and shall provide the Seller Representative with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller Representative in connection with the defense or prosecution of any such Tax Returns Contest and (z) provide such cooperation and information as the Seller Representative shall reasonably request, and, at its own costs and expenses, the Seller Representative shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the Company and the Subsidiariesapplicable Governmental Authorities regarding such Tax Contests). (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Purchaser shall promptly notify the Shareholders’ Representative in writing upon receipt by Purchaser or any party receives written of its Affiliates of notice from of any Governmental Authority of a Tax Proceeding with respect audits, examinations, adjustments or assessments relating to any Tax Taxes for which the other party is obligated any of Purchaser or Salvage Disposal may be entitled to provide indemnification receive indemnity under this AgreementAgreement (each, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim”); provided, however, that the failure . Failure to give such notice shall not affect relieve the Shareholders from any indemnification provided hereunder obligation which they may have under this Agreement, except to the extent that the failure Shareholders are prejudiced thereby. The Shareholders’ Representative, in its sole discretion on behalf of the Shareholders, may contest such Tax Claim in any permissible forum and shall otherwise have the sole right at its sole expense to give direct, control and settle any administrative or judicial proceedings relating to such notice materially prejudices Tax Claim, provided that (i) the Indemnifying Party as provided Shareholders’ Representative notify Purchaser in Section 11.6. writing within ten (b) Upon written notice to Clarant within thirty (3010) days after receipt of Purchaser’s notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense Shareholders’ Representative of such Tax Proceeding. The Stockholders Claim of its intent to exercise their right to direct, control, and settle such Tax Claim, (ii) Purchaser shall not take be entitled to participate at its sole expense in such administrative or judicial proceedings and (iii) to the extent any action or position in settlement of any such Tax Proceeding if that action or position could proceeding is reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability or result in any Liability to Purchaser, Salvage Disposal or ▇▇▇▇ in respect of any Tax or Liability not indemnified under this Agreement by the Shareholders at the time of such settlement, the Shareholders’ Representative, on behalf of the Company or Shareholders, may not settle any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date such proceeding without the prior written consent of Clarant, Purchaser which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders At such time as such request is received by Purchaser, Purchaser or Salvage Disposal, as the case may be, will furnish the Shareholders’ Representative and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable the Shareholders’ Representative and/or its representatives to control the conduct of such audit or other proceeding. Purchaser shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of Salvage Disposal. Purchaser and Salvage Disposal shall not, and shall not settle permit any of their Affiliates to, accept any proposed adjustment or otherwise terminate enter into any such Tax Proceeding settlement or agreement in compromise regarding any Taxes of Salvage Disposal for which the Shareholders may have an indemnification obligation under this Agreement without the prior express written consent of Clarant, the Shareholders’ Representative (on behalf of the Shareholders) which consent shall not be unreasonably withheld, conditioned or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party receives written notice from any Governmental Authority asserts an Action in respect of a Tax Proceeding Taxes with respect to a Pre-Closing Tax Period (including any Straddle Period) against any Acquired Entity (a “Tax for which Contest”) after the other party is obligated to Closing, then the Party first receiving notice of such Tax Claim promptly shall provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice thereof to the other party (or within such shorter time as may be necessary Parties to give the Indemnifying Party a reasonable opportunity to respond to such notice)this Agreement; provided, however, that the failure of such Party to give such prompt notice shall not affect relieve the indemnification provided hereunder other Party of any of its obligations under this Section 5.8(d), except to the extent that the other Party is prejudiced by such failure (as determined by a court of competent jurisdiction). Such written notice shall specify in reasonable detail the basis for such Tax Contest and shall be accompanied by a copy of the relevant portion of any notice or other correspondence received from the Governmental Authority with respect to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6Tax Contest. (bii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightLLC Seller, at their own its expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve control the counsel selected by conduct of any Tax Contest that relates to a Pre-Closing Tax Period of an Acquired Entity that could adversely impact any Seller or any of such Seller’s Affiliates or increase any Seller’s liability for Taxes or indemnification obligations for Taxes pursuant to ARTICLE VIII; provided, that subject to Section 5.8(c)(ii), (A) Buyer shall have the Stockholders right to conduct any participate, at its sole cost and expense, in such Tax ProceedingContest, which approval (B) LLC Seller shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects keep Buyer reasonably apprised of the prosecution or defense status of such Tax Proceeding. The Stockholders Contest, (C) LLC Seller shall provide to Buyer copies of all material correspondence received from the applicable Governmental Authority in connection with such Tax Contest, and (D) LLC Sellers shall not take any action settle, compromise or position in any abandon such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of Clarant, Buyer (which consent shall not be unreasonably withheld. The Stockholders , delayed or conditioned), if such settlement of such Tax Contest could reasonably be expected to materially and adversely affect the Tax liabilities of Buyer. (iii) Subject to Section 5.8(c)(ii), Buyer, at its expense, shall have the right to control the conduct of any Tax Contest not controlled by LLC Seller pursuant to Section 5.8(d)(ii); provided, that (A) LLC Seller shall have the right to participate, at its sole cost and expense, in such Tax Contest, (B) Buyer shall keep LLC Seller reasonably apprised of the status of such Tax Contest, (C) Buyer shall provide to LLC Seller copies of all material correspondence received from the applicable Governmental Authority in connection with such Tax Contest, and (D) Buyer shall not settle settle, compromise or otherwise terminate any abandon such Tax Proceeding Contest without the prior written consent of Clarant, LLC Seller (which consent shall not be unreasonably withheld, delayed or conditioned), if such settlement of such Tax Contest could adversely impact any Seller or any of such Seller’s Affiliates or increase any Seller’s liability for Taxes or indemnification obligations for Taxes pursuant to ARTICLE VIII. (civ) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the The provisions of this Section 11.4 5.8(d) (and insofar as it relates to Tax Contests) shall exclusively govern Tax Contests, and the provisions of Section 11.3 hereof conflict or otherwise each 8.5 shall not apply by their terms, this Section 11.4 shall exclusively govern all matters concerning to any Tax ProceedingsContest.

Tax Contests. Purchaser or the Company, on the one hand, and the Seller Representative on behalf of the Sellers, on the other hand, shall notify each other within ten (10) days of either (a) If their receipt of any party receives written notice from of any Governmental Authority of a Tax Proceeding 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 any of the other Purchaser Indemnified Parties may be entitled to indemnification from the Sellers hereunder. Purchaser shall have the right (at its expense, provided that the Sellers shall bear the expense of any third-party is obligated advisors engaged in connection therewith, which advisors shall be mutually agreeable to provide indemnification under this Agreement, Purchaser and the Seller Representative) to control the conduct and resolution of any such party shall within sixty (60) days thereof give written notice Tax Contests with respect to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Company; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Seller Representative shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and (at its expense) to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense conduct of such Tax ProceedingContest (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. The Stockholders Notwithstanding any failure of the Seller Representative to exercise such right, Purchaser shall keep the Seller Representative reasonably informed of all developments on a timely basis and Purchaser shall not take agree to settle any action Tax liability or position in compromise any such Tax Proceeding if that action claim with respect to Taxes involving the Company, which settlement or position compromise could reasonably be expected to increase adversely affect the pastSellers’ liability for indemnification for Taxes hereunder, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, Seller Representative (which consent shall may not be unreasonably withheld. (d) If withheld or delayed). The parties each agree to consult with and to keep the Stockholders do not exercise their right to assume control other parties hereto informed on a regular basis regarding the status of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle Contest to the same in extent that such manner as it may deem appropriate in its sole and absolute discretion, without in Tax Contest could affect a liability of such other parties (including indemnity obligations hereunder). To the extent of any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that conflict between the provisions of this Section 11.4 8.5 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms9.4, this Section 11.4 8.5 shall exclusively govern all matters concerning Tax Proceedingsgovern.

Tax Contests. (a) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect Notwithstanding anything in this Agreement to any Tax for which the other party is obligated to provide indemnification under this Agreementcontrary, such party the Purchaser Group shall within sixty (60) days thereof give prompt written notice to the Sellers of any commencement of a Tax audit or other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except Tax proceedings with respect to the extent Purchased Assets or the Transferred Entities that may give rise to the failure Sellers' obligation to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification make any payment pursuant to Section 11.4(a), the Stockholders this Agreement. The Sellers shall have the right, at their own expense, to control any such Tax audit or Tax proceedings, resolve and make all decisions defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any Tax Return of Sellers or any Parent Consolidated Income Tax Returns ("Seller Tax Contest"); provided, that, with respect to any item the adjustment of which reasonably could adversely affect the Tax Proceeding liability of the Purchaser Group, the Business or the Transferred Entities in a Post‑Closing Period (in each case, other than related to any Seller Tax Contest of any Parent Consolidated Income Tax Return with respect to federal income Taxes), the Sellers shall consult with the Purchaser Group with respect to the resolution of such issue, and not settle such issue, or file any Tax Return relating to Taxes such issue, without the consent of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right Purchaser Group (not to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and conditioned or delayed). In the event the resolution of a Seller Tax Contest with respect to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position Transferred Entities for federal income Taxes reasonably could reasonably be expected to increase adversely affect the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company Purchaser Group, the Business or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without Transferred Entities in a Post‑Closing Period, Share Seller shall provide written notification to Purchaser Group of the prior written consent resolution of Clarant, which consent shall not be unreasonably withheldsuch issues. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Purchaser Group shall have the right, at their its own expense, to jointly control any other Tax audit, proceeding, or contest, and participate with Clarant in the conduct resolve and defend against any other assessment, notice of any Tax Proceeding deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Purchased Assets, the Business or the Transferred Entities that is not a Seller Tax Contest, but the Sellers shall have the right to participate at their own expense if the outcome of such proceeding could cause the Company Sellers to become obligated to make any payment pursuant to this Agreement or could adversely affect the Tax liabilities of Seller Group; provided, that, with respect to any Subsidiary for a Straddle Period. If item the adjustment of which could cause Sellers exercise to become obligated to make any payment pursuant to this Agreement or could adversely affect the Tax liabilities of Seller Group, the Purchaser Group shall consult with Sellers with respect to the resolution of such rightissue, neither party shall and not settle such issue, or otherwise terminate file any amended Tax Return relating to such Tax Proceeding issue, without the prior written consent of the other, which consent shall Sellers (not to be unreasonably withheld, conditioned or delayed). (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any party receives a written notice from any Governmental Authority of a Tax Proceeding deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes of a Transferred Company Entity is received by Acquiror, the Transferred Company Entity or any Tax of its Subsidiaries or Affiliates (a “Notified Party”) (i) for which Transferor would be expected to be liable pursuant to Article IX or (ii) which would be expected to be taken into account in the other party is obligated to provide indemnification under this Agreementdetermination of the Acquisition Price hereunder (each, a “Tax Claim”), the Notified Party shall give Transferor prompt notice of such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Tax Claim; provided, however, that the failure of a Notified Party to give such Transferor prompt notice as provided herein shall not affect the indemnification provided hereunder relieve Transferor of its obligations under Article IX except to the extent that the failure to give such notice Transferor is actually and materially prejudices the Indemnifying Party as provided in Section 11.6prejudiced thereby. (b) Upon written notice to Clarant within thirty Acquiror (30at its expense) days shall represent the interests of the Transferred Company Group in any Tax Claim after receipt of notification pursuant to Section 11.4(a)the Closing; provided, the Stockholders however, that (i) Acquiror shall have the right, at their own expense, to control keep Transferor reasonably informed and make all decisions consult in good faith with Transferor with respect to any Tax Proceeding issue relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax ProceedingClaim, which approval (ii) Acquiror shall not be unreasonably withheldprovide Transferor with copies of all correspondence, notices and other written material received from any Taxing Authority with respect to such Tax Claim and shall otherwise keep Transferor apprised of substantive developments with respect to such Tax Claim, (iii) Acquiror shall provide Transferor with a copy of, and an opportunity to participate fully at its own expense review and comment on, all submissions made to a Taxing Authority in connection with counsel of its own choosing in all aspects of the prosecution such Tax Claim, and (iv) Acquiror may not agree to a settlement or defense compromise of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Claim without the prior written consent of ClarantTransferor, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that of a conflict between the provisions of this Section 11.4 6.4, on the one hand, and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms10.6, on the other, the provisions of this Section 11.4 6.4 shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If any party receives Each of the Parent Entity Representatives and PAC Sub shall notify the other in writing within thirty (30) calendar days of receipt of written notice from of any Governmental Authority pending or threatened Tax examination, audit or other administrative or judicial Proceeding (a “Tax Contest”) that could reasonably be expected to result in an indemnification obligation under this Agreement pursuant to Section 7.2(b). If the recipient of such notice of a Tax Proceeding with respect to any Tax for which the other party is obligated Contest fails to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within party, it shall not be entitled to indemnification for any Taxes arising in connection with such shorter time as may be necessary Tax Contest, but only to give the Indemnifying Party a reasonable opportunity to respond to such notice); providedextent, howeverif any, that such failure or delay shall have materially and adversely affected the failure indemnifying party’s ability to give such notice shall not affect defend against, settle, or satisfy any Proceeding against it, or any damage, loss, claim or demand for which the indemnified party is entitled to indemnification provided hereunder except pursuant to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.67.2(b). (b) Upon written notice If a Tax Contest relates solely to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)the Pre-Closing Tax Period, the Stockholders applicable Parent Entity Representative shall, at its sole cost and expense, control the defense and settlement of such Tax Contest. PAC Sub shall have the right, right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of any Tax Contest (through attendance at their meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and PAC Sub shall have the right to review in advance and comment upon all submissions made in the course of such Tax Contest, and the applicable Parent Entity Representative shall take into account, in good faith, any such comments. If the applicable Parent Entity Representative does not assume the defense of any such proceeding, the PAC Sub may defend the matter in a manner it considers appropriate. (c) If such Tax Contest does not relate solely to the Pre-Closing Tax Period, PAC Sub shall control the defense and make settlement of such Tax Contest. The applicable Parent Entity Representative shall have the right to be kept fully informed of any material developments and receive copies of all decisions with respect correspondence and shall have the right to observe the conduct of any Tax Proceeding relating Contest (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts, and the applicable Parent Entity Representative shall have the right to Taxes review in advance and comment upon all submissions made in the course of the Company or such Tax Contest, and PAC Sub shall take into account, in good faith, any Subsidiary for any Taxable Period ending on or before the Closing Datesuch comments. Clarant The applicable Parent Entity Representative shall have the right to approve the counsel selected by the Stockholders to conduct any disposition of such Tax ProceedingContest, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of conditioned, or delayed. If PAC Sub does not assume the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)Proceeding, the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant applicable Parent Entity Representative may defend or settle the same matter in such a manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderconsiders appropriate. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. Purchaser agrees to give prompt notice to the Seller Representatives of the assertion or commencement, as applicable, of any claim, suit, action, proceeding (awhether judicial or administrative), audit, examination or investigation involving Taxes or Third Party Tax Liability (“Tax Contest”) If any party receives written notice from any Governmental Authority in respect of which indemnity may be sought by a Purchaser Indemnitee under this Agreement or which involves a Tax Proceeding or Third Party Tax Liability for which Stockholders may be responsibly by Law, or any refund, credit or offset described in Section 7.4. The Seller Representative may, at its own expense, upon notice to Purchaser, assume the defense of any such Tax Contest; provided that if the Tax Contest involves a Straddle Period (i) the Seller Representative’s counsel is reasonably satisfactory to Purchaser, (ii) the Seller Representatives shall thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such Tax Contest, and (iii) the Seller Representative shall not, without Purchaser’s consent (such consent not to be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, or Third Party Tax Liability if such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not settlement could adversely affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary the Purchaser for any Taxable Period or portion thereof beginning after a Post-Closing Tax Period. If the Closing Date without the prior written consent of ClarantSeller Representative assumes such defense, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Purchaser shall have the rightright (but not the duty) to participate in the defense thereof and to employ counsel, at their its own expense, to jointly control and participate with Clarant in separate from the conduct of counsel employed by the Seller Representative. In no event shall Purchaser settle any Tax Proceeding relating to Taxes Contest in respect of the Company which indemnity may be sought or for which any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Stockholder may be liable without the prior written consent of the otherSeller Representatives, which such consent shall not to be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of , conditioned or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) delayed. In the event that of any conflict between the provisions of this Section 11.4 7.5 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms8.4(b), this Section 11.4 7.5 shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (ai) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party Buyer or Seller shall within sixty (60) days thereof give prompt written notice to the other party Party of the existence of an audit, examination, notice, claim, or appeals conference or other administrative or judicial proceeding, including upon appeal, relating to Tax matters of the Acquired Companies (a “Tax Contest”) with respect to or within such shorter time as may be necessary including any Pre-Closing Tax Period or any Straddle Period. Failure of Buyer to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided relieve Seller of any liability hereunder except to the extent that the failure rights of Seller with respect to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6Tax Contest are actually prejudiced by such failure. (bii) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Seller shall have the right to approve control any Tax Contest for a Pre-Closing Tax Period, and Seller shall have the counsel selected by the Stockholders right to conduct settle or dispose of any such Tax ProceedingContest; provided, that (A) Buyer shall have the right to notice of, and to participate at Buyer’s expense in, any such Tax Contest; and (B) no settlement or other disposition of any claim for Tax which approval could materially adversely affect Buyer or its Affiliates (including the Acquired Companies) shall be agreed to without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (iii) Buyer shall have the right to control any Tax Contest not described in Section 6.2(h)(ii), including any Tax Contest with respect to a Straddle Period; provided, that Seller shall have the right to notice of, and to participate fully at its own Seller’s expense with counsel of its own choosing in all aspects of the prosecution or defense of in, any such Tax Proceeding. The Stockholders Contest for which Seller could have any liability pursuant to this Agreement; provided, further, that no settlement or other disposition of any claim for Tax which could materially adversely affect Seller (or its Affiliates) shall be agreed to without Seller’s prior written consent, not take to be unreasonably withheld, conditioned or delayed. (iv) Notwithstanding any action or position other provision in this Agreement to the contrary, Seller shall have the sole right to control, settle, and dispose of any Tax Contest related to any Taxes of Seller to the extent such Taxes would be imposed solely on Seller and its Affiliates and not the Acquired Companies, and Buyer shall have no right to participate in any such Tax Proceeding if that action Contest, or position could reasonably be expected to increase receive copies of any correspondence or other information related to any Tax Contest to the pastextent such Tax Contest, present correspondence, or future Tax liability of Clarant other information includes or pertains to solely to the Seller or any of its Affiliates, or any Tax liability of Affiliates and not the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldAcquired Companies. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party If, following the Closing Date, Buyer receives written notice from of any Governmental Authority Tax Contest relating to the Company or its Subsidiaries with respect to a Pre-Closing Tax Period or in respect of which Seller Parent may have any Liability, including pursuant to this Agreement, Buyer shall promptly provide a Tax Proceeding copy of such notice to Seller Parent. Except with respect to any Tax for which the other party is obligated to provide indemnification under this AgreementContest dealing with a Straddle Tax Period or any Consolidated Group Tax Return of Buyer or its Affiliates, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Seller Parent shall have the right, but not the obligation, at their own Seller Parent’s expense, to control control, manage and make be responsible for, and to contest or settle, any such Tax Contest in connection with such notice. Buyer may participate in such Tax Contest at its own expense. Seller Parent shall keep Buyer informed of the progress of all decisions such Tax Contests and provide copies of all written communications with respect any Taxing Authority related to such Tax Contests. (ii) If, following the Closing Date, Seller Parent receives written notice of any Tax Proceeding Contest relating to Taxes of the Company or any Subsidiary for of its Subsidiaries, Seller Parent shall promptly provide a copy of such notice to Buyer. If such Tax Contest relates solely to a Pre-Closing Tax Period (not a Straddle Period), then Seller Parent shall have the right, but not the obligation, at Seller Parent’s expense, to control, manage and be responsible for, and to contest or settle, any Taxable Period ending on or before such Tax Contest in connection with such notice. Buyer may participate in such Tax Contest at its own expense. Seller Parent shall keep Buyer informed of the Closing Date. Clarant progress of all such Tax Contests and provide copies of all written communications with any Taxing Authority related to such Tax Contests. (iii) Buyer shall have the right to approve control, manage and be responsible for, and to contest or settle (in its sole discretion) all other Tax Contests relating to the counsel selected by the Stockholders to conduct any Company or its Subsidiaries. If such Tax ProceedingContest is with respect to a Straddle Tax Period, which approval shall Seller Parent may participate at its own expense; provided that Buyer may not settle any claims with respect to a Straddle Tax Period without Seller Parent’s prior written consent (not to be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution conditioned or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed). (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If In the case of any party receives written notice from any Governmental Authority of a Tax Proceeding claim, audit, action, suit, proceeding, examination or investigation with respect to Taxes of the Company (a “Tax Contest”) that relates solely to a Tax period ending on or before the Closing Date (excluding any Straddle Tax for which Period), the other party is obligated to provide indemnification under this AgreementShareholders’ Representative shall, such party shall within sixty (60) days thereof give upon written notice to Buyer, control the other party (or within conduct of such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Tax Contest; provided, however, that (i) the failure Shareholders’ Representative shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Contest, (ii) the Shareholders’ Representative shall consult with Buyer and offer Buyer an opportunity to give comment before taking any significant action or submitting any written materials in connection with such notice Tax Contest, (iii) the Shareholders’ Representative shall not affect defend such Tax Contest diligently and in good faith as if it were the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided only party in Section 11.6. interest, (biv) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Buyer shall have the rightbe entitled, at their its own expense, to control participate in such Tax Contest and make all decisions attend any meetings or conferences with the relevant Taxing Authority, (v) the Shareholders’ Representative shall not settle or compromise any material issue with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of ClarantBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, (vi) the Shareholders’ Representative timely provides Buyer with (x) evidence reasonably acceptable to Buyer that the Shareholders will have adequate financial resources to defend against the Tax Contest and fulfill its indemnification obligations hereunder and (y) a statement that, based on the facts set forth in the notice required by this ‎Section 7.04, the Shareholders would have an indemnity obligation for the Damages resulting from such Tax Contest and (vii) the Tax Contest does not relate to or otherwise arise in connection with any criminal or regulatory Action. The Stockholders Notwithstanding the foregoing, the Shareholders’ Representative shall not be entitled to assume or maintain control of the defense of any Tax Contest if the amount at issue, if determined in accordance with the claimant’s demands, would reasonably be expected to result in Damages, together with all other unresolved claims for indemnification by the Buyer Indemnified Parties, which would exceed an amount equal to the amount then available for recovery from the Anniversary Payments. (b) In the case of any Tax Contest that is not controlled by the Shareholders’ Representative and relates to a Pre-Closing Tax Period, Buyer shall control the conduct of such Tax Contest; provided, however, that (i) Buyer shall provide the Shareholders’ Representative with a timely and reasonably detailed account of each stage of such Tax Contest, (ii) Buyer shall consult with the Shareholders’ Representative and offer the Shareholders’ Representative an opportunity to comment before taking any significant action or submitting any written materials in connection with such Tax Contest, (iii) Buyer shall defend such Tax Contest diligently and in good faith as if it were the only party in interest, (iv) the Shareholders’ Representative shall be entitled, at its own expense, to participate in such Tax Contest and attend any meetings or conferences with the relevant Taxing Authority, and (v) if the Shareholders’ Representative timely provides Buyer with (x) evidence reasonably acceptable to Buyer that the Shareholders will have adequate financial resources to fulfill its indemnification obligations hereunder and (y) a statement that the Shareholders would have an indemnity obligation for their share of the Damages resulting from such Tax Contest, then Buyer shall not settle or otherwise terminate compromise any material issue with respect to such Tax Proceeding Contest without the prior written consent of Clarantthe Shareholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the party receives hereto first receiving notice of such Tax Claim shall promptly provide written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such parties hereto. Such notice shall not affect specify in reasonable detail the indemnification provided hereunder except to basis for such Tax Claim and shall include a copy of any relevant correspondence received from the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6Taxing Authority or other Person. (b) Upon written notice to Clarant If, within thirty (30) 30 calendar days after receipt any Seller receives or delivers, as the case may be, notice of notification pursuant a Tax Claim, Sellers provide to the Purchaser an Election Notice, then subject to the provisions of this Section 11.4(a)7.04, the Stockholders Sellers shall have the rightdefend or prosecute, at their own expensesole cost, to control expense and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any risk, such Tax ProceedingClaim by all appropriate proceedings, which approval proceedings shall not be unreasonably withhelddefended or prosecuted diligently by Sellers to a Final Determination; provided, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders that Sellers shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the pastnot, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the otherCompany, which consent enter into any compromise or settlement of such Tax Claim that would result in any Tax detriment to the Company. So long as Sellers are defending or prosecuting a Tax Claim, with respect to the Company, the Company shall provide or cause to be provided to Sellers any information reasonably requested by Sellers relating to such Tax Claim, and shall otherwise cooperate with Sellers and their representatives in good faith in order to contest effectively such Tax Claim. Sellers shall inform the Company of all developments and events relating to such Tax Claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. (c) If, with respect to any Tax Claim, Sellers fail to deliver an Election Notice to the Company within the period provided in Section 7.04(b) or, after delivery of such Election Notice to the Company, Sellers fail diligently to defend or prosecute such Tax Claim to a Final Determination, then the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at the sole cost, expense and risk of Sellers, such Tax Claim. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Company, the Sellers shall cooperate in good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Company pursuant to this Section 7.04(c), and shall bear their own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by the Company pursuant to this Section 7.04(c), the Company shall, from time to time, be unreasonably withheldentitled to receive current payments from Sellers with respect to costs and expenses incurred by the Company in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants' and experts' fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Company as a result of receiving a payment from Sellers pursuant to this Section 7.04) (collectively, "Associated Costs"). (d) If In the Stockholders do case of any Tax Claim that is defended or prosecuted to a Final Determination by Sellers pursuant to this Section 7.04, Sellers shall pay to the appropriate Tax Indemnitees, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim within five Business Days after such Final Determination. In the case of any Tax Claim that is defended or prosecuted to a Final Determination by the Company pursuant to the terms of this Section 7.04, Sellers shall pay to the appropriate Tax Indemnitee, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim, together with any Associated Costs that have not exercise their right theretofore been paid by Sellers to assume control the Company, within five Business Days after such Final Determination. In the case of any Tax Claim not covered by the two preceding sentences, Sellers shall pay to the Company, in immediately available funds, the full amount of any Tax arising or resulting from such Tax Claim (calculated after taking into account any actual reduction in the current liability for Taxes of such Tax Indemnitee for Tax arising out of or participate in resulting from such payment or such Tax Claim), together with any Associated Costs that have not theretofore been paid by Sellers to the Company, at least five Business Days before the date payment of such Tax is due from any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderIndemnitee. (e) Except as otherwise provided Notwithstanding anything contained in this Article VII to the contrary, the rights of Sellers under this Section 11.47.04 to defend or prosecute, Clarant or to control the defense or prosecution of, any Tax Claim shall control all Tax Proceedings relating to Taxes and Tax Returns of be no greater than those rights that the Company and would have to defend or prosecute, or to control the Subsidiariesdefense or prosecution of, such Tax Claim. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) 6.4.1 If any Taxing Authority or other Person asserts a Tax Claim, then the party receives hereto first receiving notice of such Tax Claim shall promptly provide written notice thereof to the other parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received, from time to time, as received from the Taxing Authority or other Person. 6.4.2 If, within 30 calendar days after any Governmental Authority the Sellers receives or delivers, as the case may be, notice of a Tax Proceeding with respect Claim, the Sellers provide to any Tax for which the other party is obligated Purchaser an Election Notice, then subject to provide indemnification under the provisions of this AgreementSection 7.4, the Sellers shall defend or prosecute, at their S01E! Cost, expense and risk, such party Tax Claim by all appropriate proceedings, which proceedings shall within sixty (60) days thereof give written notice defended or prosecuted diligently by the Sellers to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Final Determination; provided, however, that the failure to give such notice Sellers shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)not, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the otherCompany, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control enter into any compromise or settlement of or participate such Tax Claim that would result in any Tax Proceeding detriment to the Company. So long as the Sellers are defending or prosecuting a Tax Claim with respect to the Company, or as otherwise reasonably required by Sellers in conjunction with filing or amending of tax returns, the Company shall promptly provide or cause to be provided under this to the Sellers any information reasonably requested by the Sellers relating to such Tax Claim, and shall otherwise cooperate with the Sellers and their representatives in good faith in order to contest effectively such Tax Claim. The Sellers shall inform the Company of all developments and events relating to such Tax claim (including, without limitation, providing to the Company copies of all written materials relating to such Tax Claim) and the Company or its authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such Tax Claim. 6.4.3 If, with respect to any Tax Claim, the Sellers fail to deliver an Election Notice to the Company within the period provided in Section 11.46.4.2 or, Clarant may after delivery of such Election Notice to the Company, the Sellers fail diligently to defend or settle prosecute such Tax Claim to a Final Determination, then upon not less than ten (10) days written notice of its intention to do so (thus giving the same Sellers 10 days notice and opportunity to cure), the Company shall at any time thereafter have the right (but not the obligation) to defend or prosecute, at. the sole cost, expense and risk of the Sellers, such Tax Claim, to the extent reasonably necessary. The Company shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof, provided they act reasonably and in such manner as it may deem appropriate good faith and keep Sellers reasonably informed. If requested by the Company, the Sellers shall cooperate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of good faith with the Company and its authorized representatives in order to contest effectively such Tax Claim. The Sellers may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Tax Claim controlled by the Subsidiaries. (f) Company pursuant to this Section 6.4.3, and shall bear their own costs and expenses with respect thereto. In the event case of any Tax Claim that is defended or prosecuted by the provisions of Company pursuant to this Section 11.4 6.4.3, the Company shall, from time to time, be entitled to receive current payments from the Sellers with respect to costs and expenses incurred by the provisions Company, to the extent reasonable in amount, in connection with such defense or prosecution (including, without limitation, reasonable attorneys', accountants" and experts" fees and disbursements, settlement costs, court costs and any other costs or expenses for investigating, defending or prosecuting such Tax Claim, and any Taxes imposed on the Company as a result of Section 11.3 hereof conflict or otherwise each apply by their terms, receiving a payment from the Sellers pursuant to this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings6.4) (collectively "Associated Costs").

Tax Contests. (a) If In the event one party (or its Affiliates) receives notice of any pending or threatened Tax audits or assessments by any Tax authority or other disputes concerning Taxes with respect to which the other party receives written may incur liability under this Article VI, the party receiving such notice shall promptly notify the other party of such matter in writing. This notice shall describe in reasonable detail the facts giving rise to any claim for indemnification under Section 6.1 (if known), the amount or method of computation of the amount of such claim (if known) and such other information with respect thereto as the Seller may reasonably request. The failure by the party receiving such notice to provide such notice to the other party, however, shall not release the other party from any Governmental Authority of its obligations under this Article VI, except to the extent that such party is prejudiced by such failure. (b) The Seller (at its sole cost and expense) shall have the right to represent the interests of the Transferred Group in, and control the conduct and resolution of, any such Tax audit or administrative or court proceeding to the extent such audit or proceeding relates to Taxes for which the Seller is liable under Section 6.1. If the Seller elects not to control the conduct and resolution of such audit or proceeding, the Seller shall notify the Buyer in writing and the Buyer shall have the right to control the conduct and resolution of such portion of the audit or proceeding that is not controlled by the Seller. The Buyer shall also have the right to control the conduct and resolution of any audit or proceeding relating to a refund of Taxes to which Seller is entitled under Section 6.9. The non-controlling party of each such audit or proceeding referred to in this Section 6.5(b) shall have a right to participate in such audit or proceeding (including being present at meetings and conferences and having an opportunity to review and comment on written materials prior to submission), the controlling party shall keep the non-controlling party reasonably informed of all developments on a timely basis, and the controlling party shall not resolve any Tax Proceeding claim for which the non-controlling party may be liable or for which the non-controlling party has an interest without the non-controlling party's written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, in no event shall this Section 6.5(b) apply to any Tax audits or proceedings relating to Consolidated Returns, it being understood that the Seller shall have sole control over such audits and proceedings and Buyer shall have no rights with respect to such audits or proceedings. (c) With respect to any Tax for which audit, administrative or court proceeding related to a Straddle Period, the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to with the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond greatest potential liability with respect to such noticeStraddle Period Taxes (the “Controlling Party”), as determined pursuant to Section 6.7, shall have the right to represent the interests of the members of the Transferred Group; provided, however, that the failure non-controlling party shall have a right to give participate in such notice shall not affect the indemnification provided hereunder except audit or proceeding (including being present at meetings and conferences and having an opportunity to the extent that the failure review and comment on written materials prior to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(asubmission), the Stockholders Controlling Party shall have keep the rightnon-controlling party reasonably informed of all developments on a timely basis, at their own expense, to control and make all decisions with respect to the Controlling Party shall not resolve any Tax Proceeding relating to Taxes of claim for which the Company or any Subsidiary for any Taxable Period ending on or before non-controlling party may be liable without the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceedingnon-controlling party's written consent, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution conditioned or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. If any Governmental Authority issues to PubCo or any AST Party (a) If any party receives a written notice from any Governmental Authority of a Tax Proceeding with respect its intent to audit or other similar proceeding that could give rise to any Tax for which the other party is obligated to provide indemnification under this AgreementIndemnified Taxes, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon a written notice to Clarant of deficiency that includes any Indemnified Taxes (any of the foregoing, a “Tax Contest”), PubCo or the AST Party, as applicable, shall notify Rakuten Japan in writing of its receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after receipt such receipt, and such written notice shall be accompanied by copies of notification pursuant any notice or other documents received from the Governmental Authority with respect to Section 11.4(a), the Stockholders shall have the right, at their own expense, such Tax Contest. If any Governmental Authority issues a communication to control and make all decisions Rakuten Japan with respect to any Tax Proceeding relating Contest, Rakuten Japan shall notify PubCo or the AST Party, as applicable, in writing of its receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied by copies of any notice or other documents received from the Governmental Authority with respect to Taxes such Tax Contest. Rakuten Japan (or any Person or Persons it designates), at its expense, shall control the portion of any Tax Contest that relates to Indemnified Taxes; provided, however, that Rakuten Japan shall (i) keep PubCo or the AST Party reasonably apprised of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any status of such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense portion of such Tax Proceeding. The Stockholders shall not take any action Contest, (ii) provide PubCo or position the AST Party with copies of all material correspondence received from the applicable Governmental Authority in any connection with such portion of such Tax Proceeding if that action Contest, and (iii) not settle, compromise or position could reasonably be expected to increase the past, present or future abandon such portion of such Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of Clarant, PubCo or the AST Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Stockholders PubCo and the AST Parties shall not settle take any actions (including granting Rakuten Japan or otherwise terminate its designee any necessary power of attorney) reasonably necessary to allow Rakuten Japan to exercise its right to control such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct portion of any Tax Proceeding relating Contest pursuant to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle 4.2. For the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights avoidance of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their termsdoubt, this Section 11.4 4.2 shall exclusively govern all matters concerning not apply to any Tax ProceedingsContest of or with respect to any Affiliated Group which includes PubCo, which shall be subject to the sole control of PubCo.

Tax Contests. (ai) If any party receives Buyer shall deliver a written notice from to the Seller Representative in writing promptly following any Governmental Authority demand, claim, or notice of commencement of a Tax claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to Taxes of any Tax of Target or the Transferred Partnerships for which the other party is obligated to provide indemnification under this Agreement, such party Sellers may be liable (“Tax Contest”) and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (or within such shorter time as may be necessary to give including Taxes), if any (the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim Notice”); , provided, however, that the failure or delay to give such notice so notify the Seller Representative shall not affect relieve the indemnification provided hereunder Sellers of any obligation or liability that the Sellers may have to Buyer except to the extent that the failure to give such notice materially prejudices Seller Representative demonstrates that the Indemnifying Party as provided in Section 11.6Sellers are prejudiced therein. (bii) Upon With respect to Tax Contests for Taxes of each of Target and the Transferred Partnerships for a Pre-Closing Period for which the Sellers would have liability for any indemnification payments under this Agreement, the Seller Representative may elect to assume and control the defense of such Tax Contest by written notice to Clarant Buyer within thirty (30) days after receipt of notification pursuant delivery by Buyer to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes Seller Representative of the Company or any Subsidiary for any Taxable Period ending on or before Tax Claim Notice. If the Closing Date. Clarant shall have Seller Representative elects to assume and control the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Contest, the Seller Representative (A) shall bear its own costs and expenses, (B) shall be entitled to engage its own counsel and (C) may (1) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (2) either pay the Tax claimed or ▇▇▇ for refund where applicable Law permits such refund suit, or (3) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that the Seller Representative shall not settle or compromise (or take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or other actions described herein with respect to) any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of Clarant, which Buyer (such consent shall not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including any of Target or the Transferred Partnerships) for any Tax period ending after the Closing Date. The Stockholders If the Seller Representative elects to assume the defense of any Tax Contest, the Seller Representative shall (x) keep Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before the Seller Representative sends such correspondence to any Taxing Authority), (y) consult with Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as Buyer shall reasonably request, and Buyer shall have the right to participate, at its own expense, in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Tax Contests). (iii) In connection with any Tax Contest that relates to Taxes of each of Target and the Transferred Partnerships for a Pre-Closing Period that the Seller Representative does not elect to control pursuant to Section 10.09(e)(ii), such Tax Contest shall be controlled by Buyer (and the Sellers shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section 10.09(e)(iii)), and the Seller Representative agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 10.09(e)(iii) and controlled by Buyer, Buyer shall (x) keep the Seller Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller Representative of any related correspondence and shall provide the Seller Representative with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller Representative in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Seller Representative shall reasonably request, and, at its own costs and expenses, the Seller Representative shall have the right to participate, at its own expense, in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Tax Contests). Buyer may not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of compromise any Tax Proceeding relating to Taxes Contest of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Pre-Closing Period without the prior written consent of the other, Seller Representative (which consent shall will not be unreasonably withheldwithheld or delayed) if the Sellers would be liable for any indemnification payments under this Agreement. (div) If In connection with any Tax Contest for Taxes of each of Target and the Stockholders do Transferred Partnerships for any Straddle Period, such Tax Contest shall be controlled by Buyer; provided that, and only to the extent that the Sellers would have liability for any indemnification payments under this Agreement, Buyer shall not exercise their settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Seller Representative, such consent not to be unreasonable withheld, conditioned or delayed. Buyer shall (x) keep the Seller Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller Representative of any related correspondence and shall provide the Seller Representative with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller Representative in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Seller Representative shall reasonably request, and, at its own costs and expenses, the Seller Representative shall have the right to assume control of or participate in any (but not control) the defense of such Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without Contest (including participating in any way limiting its rights of indemnification hereunderdiscussions with the applicable Taxing Authorities regarding such Tax Contests). (ev) Except as otherwise provided Notwithstanding anything to the contrary contained in this Section 11.4Agreement, Clarant shall control the procedures for all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of Contests shall be governed exclusively by this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings10.09(e).

Tax Contests. The procedures set forth in this Section 11.4 rather than Section 9.6 shall govern the contest or resolution of any claim, audit, investigation or proceeding relating to Taxes (a) a “Tax Proceeding”). If any party an Indemnified Party receives written notice from any Governmental Authority of a Tax Proceeding with respect Proceeding, which, if successful, might result in an indemnity payment pursuant to any Tax for which Article 9, the other party is obligated to provide indemnification under this Agreement, receiving such party notice shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give promptly notify the Indemnifying Party a reasonable opportunity to respond to of such notice)Tax Proceeding; provided, however, that the failure by an Indemnified Party to give such notice provide prompt notification shall not affect relieve the Indemnifying Party of its indemnification provided hereunder obligations hereunder, except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided is materially prejudiced thereby in Section 11.6. defending such Tax Proceeding. Seller shall control all Tax Proceedings related to Taxes that are Excluded Liabilities (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding other than Taxes relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant a Straddle Period) and shall have the right to approve the counsel selected by the Stockholders to conduct any make all decisions in connection with such Tax ProceedingProceedings, which approval 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, ▇▇▇ for a refund or contest the disputed Tax in any legally permissible manner; provided, however, that Seller shall not take any position with respect to any of the foregoing that would reasonably be unreasonably withheldexpected to have an adverse effect on Buyer without consultation with and prior written consent of Buyer. In lieu of such consent, and Buyer shall have the right to participate fully at its own expense in such Tax Proceedings with counsel of its own choosing and at its expense. Buyer shall control Tax Proceedings relating to the Taxes covered by Section 11.2 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 aspects of major developments with respect to such Tax Proceedings and shall not settle the prosecution claims or defense assessments that are the subject of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Proceedings without the prior written consent of ClarantSeller, which consent shall not be unreasonably withheld. The Stockholders shall not settle withheld or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. The Buyer and Seller shall 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 Purchased Corporations (a) If any party receives written notice from any Governmental Authority of a “Tax Proceeding Claims”); provided, that Buyer shall only be obligated to do so with respect to any Tax Claims that relate to Taxes for which the other party Seller is obligated to provide indemnification reasonably expected be liable under this Agreement, such party Agreement or applicable Law. The Buyer shall within sixty (60) days thereof give written notice to cooperate with the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity Seller to respond to any such notice)Tax Claims, and the Seller shall be entitled to take control of any such Tax Claim to the extent that it relates to Taxes for which the Seller would be fully liable under this Agreement or applicable Law; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Seller shall have no right to take control of any Tax Claim unless (1) Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the rightidentity of counsel, if any, chosen by Seller in connection therewith, and (2) Seller shall have agreed with Buyer that, as between Buyer and Seller, Seller shall be liable for any Damages relating to Taxes that result from such Tax Claim; provided, further, that Buyer and its representatives shall be permitted, at their own Buyer’s expense, to control be present at, and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct participate in, any such Tax ProceedingClaim. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position reasonably could reasonably be expected to increase adversely affect the pastliability for Taxes of Buyer, present or future Tax liability of Clarant the Purchased Corporations or any of its Affiliates, or any Tax liability of the Company or any Subsidiary Affiliate thereof for any Taxable Period or portion thereof beginning period after the Closing Date to any extent without the prior written consent of Clarant, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). The Stockholders shall In any case where the Seller does not settle or otherwise terminate any such control a Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding 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 Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any Seller to participate in the defense of such Tax Proceeding 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 other, Seller (which consent shall not be unreasonably withheld. (d) conditioned, withheld or delayed). If the Stockholders do not exercise their right Seller pays any Taxes in respect of a Tax Claim which are subsequently refunded, the Buyer shall cause such refunded amounts to assume control be returned to the Seller, together with any interest thereon received from the applicable Governmental Authority (net of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in Taxes attributable to such manner as it may deem appropriate in its sole refunded amounts and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) such interest). In the event that of a conflict between the provisions of this Section 11.4 9.3(4) and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms8.8, the provisions of this Section 11.4 9.3(4) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (ai) If any party receives written notice from any Governmental Authority issues to a Company (i) a notice of a Tax Proceeding its intent to audit or conduct another proceeding or Action with respect to any Tax a Pass-Through Return or (ii) a notice of deficiency for which Taxes in respect of a Pass-Through Return, Buyer shall notify the other party is obligated Sellers’ Representative of its receipt of such communication from the Governmental Authority 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 Sellers pursuant to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice except to the extent such failure or delay prejudices the Sellers or Sellers’ Representative. (ii) A Company shall control any audit or other party proceeding in respect of any Tax Return or Taxes of such Company (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Contest”); provided, however, that the failure if any Tax Contest relates to give such notice shall not affect the indemnification provided hereunder except a Pass-Through Return for which Sellers would reasonably be expected to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification be liable pursuant to Section 11.4(a)this Agreement, the Stockholders shall have the rightSellers’ Representative, at their own the Sellers’ sole cost and expense, shall control such Tax Contest; provided, however, that (i) Buyer shall promptly, and shall cause a Company to promptly, file any powers of attorney or other documents required or reasonably requested by the Sellers’ Representative to allow the Sellers’ Representative to control such Tax Contest; (ii) while it controls a Tax Contest, the Sellers’ Representative shall keep Buyer reasonably informed regarding the status of such Tax Contest; (iii) Buyer, at its sole cost and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant expense, shall have the right to approve the counsel selected by the Stockholders participate, or cause a Company to conduct any participate in such Tax ProceedingContest; and (iv) the Sellers Representative shall not settle, resolve, or abandon (and shall not allow a Company to settle, resolve, or abandon) such Tax Contest that could result in a Buyer Indemnified Party incurring a Tax without the prior written permission of Buyer (which approval shall not be unreasonably withheld, and conditioned, or delayed). Buyer shall control all other Tax Contests (other than any Tax Contest that relates solely to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could a Pass-Through Return for which Sellers would reasonably be expected to increase be liable). Notwithstanding the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)foregoing, the Stockholders shall have the rightSellers, at their own sole cost and expense, to jointly control shall be responsible for controlling all audits and participate with Clarant in the conduct of any Tax Proceeding other proceedings relating to the Seller Returns and any other Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the SubsidiariesSellers. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. 10.10.1. Buyer will promptly notify Members’ Representative in writing upon receipt by Buyer or any affiliate of Buyer (aincluding any of the Company) If any party receives of written notice from of any Governmental Authority of a Tax Proceeding inquiries, claims, assessments, audits or similar events with respect to Taxes (any such inquiry, claim, assessment, audit or similar event, a “Tax for which the other party is obligated Matter”) relating to provide indemnification under this Agreement, such party shall within sixty a Pre-Closing Tax Period (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Pre-Closing Tax Matter”); provided, however, that no delay on the failure to give such notice shall not affect part of Buyer in notifying the indemnification provided hereunder Members’ Representative will relieve the Members from any obligation under ARTICLE 9 or ARTICLE 10, except to the extent that the failure to give such notice materially delay actually prejudices the Indemnifying Party as provided in Section 11.6Members. (b) Upon written 10.10.2. The Members’ Representative will be entitled to participate, at its sole expense, in the defense of any Pre-Closing Tax Matter that is the subject of a notice to Clarant within thirty (30) days after receipt of notification given by the Buyer pursuant to Section 11.4(a)10.10. 1. In addition, the Stockholders shall Members’ Representative, at its sole expense, will have the right, at their own expense, authority to control and make all decisions represent the interests of the Company with respect to any Pre-Closing Tax Proceeding Matter before any taxing authority, any other governmental agency or authority or any court and will have the sole right to control the defense or other resolution of any Pre-Closing Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Pre-Closing Tax Matter, so long as (i) the Members’ Representative gives written notice to Buyer within fifteen days after Buyer has given notice of the Pre-Closing Tax Matter that Members will indemnify the Buyer Indemnified Person from and against the entirety of any and all Losses the Buyer Indemnified Person may suffer from, arising out of, relating to, in the nature of, or caused by the Pre-Closing Tax Matter, (ii) the Members’ Representative provides the Buyer with evidence reasonably acceptable to the Buyer that the Members will have adequate financial resources to defend against the Pre-Closing Tax Matter and fulfill their indemnification obligations hereunder, (iii) the Pre-Closing Tax Matter does not involve an issue relating to Taxes for a period other than a Pre-Closing Tax Period, (iv) the Members’ Representative conducts the defense of the Pre-Closing Tax Matter actively and diligently, and (v) the Pre-Closing Tax Matter does not involve a criminal Action; provided, however, that Members’ Representative will not enter into any settlement of or otherwise compromise any Tax Matter unless (a) such judgment, compromise or settlement results in the full and general release of the Buyer Indemnified Persons from all Liabilities arising or relating to, or in connection with, the Pre-Closing Tax Matter, and (b) in the case of a settlement or compromise that adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Subsidiary affiliate of the foregoing for any Taxable Period period ending on or before after the Closing Date. Clarant shall have , including the right to approve portion of the counsel selected by Straddle Period that is after the Stockholders to conduct any such Tax ProceedingClosing Date, the Members’ Representative obtains the prior written consent of Buyer, which approval shall consent will not be unreasonably withheldwithheld or delayed. Members’ Representative will keep the Buyer fully and timely informed with respect to the commencement, status and nature of any Pre-Closing Tax Matter. Members’ Representative will, in good faith, allow Buyer, at Buyer’s sole expense, to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action proceeding and make comments to Members’ Representative, regarding the conduct of or position could reasonably be expected positions taken in any such proceeding. 10.10.3. Except as otherwise provided in Section 10.10.2 above, Buyer will have the sole right to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or control any Tax liability Matter (each, a “Post-Closing Tax Matter”); provided, however, that Buyer will not, and will cause its affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to a Pre-Closing Tax Period, including the portion of the Company or any Subsidiary for any Taxable Straddle Period or portion thereof beginning after that is before and including the Closing Date Date, without the prior written consent of ClarantMembers’ Representative, which consent shall will not be unreasonably withheld, conditioned or delayed. The Stockholders shall For clarity, if the Members’ Representative does not settle deliver the notice contemplated by Section 10.10.2(i), or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. evidence contemplated by Section 10.10.2(ii) within fifteen (c) Upon written notice to Clarant within thirty (3015) days after receipt the Buyer has given notice of notification pursuant the Pre-Closing Tax Matter, or otherwise at any time fails to Section 11.4(a)conduct the defense of the Pre-Closing Tax Claim actively and diligently, the Stockholders shall Buyer will have the rightsole right to control any Pre-Closing Tax Matter. The Members will (x) reimburse Buyer reasonably promptly and periodically for the reasonable costs of defending Pre-Closing Tax Matters (including reasonable attorneys’ fees and expenses, at their own expense, to jointly control and participate with Clarant in the conduct Members’ equitable share of any the costs of defending against Tax Proceeding Matters relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right), neither party shall settle (y) remain responsible for any and all other Losses that Buyer may incur or otherwise terminate any such Tax Proceeding without suffer resulting from, arising out of, relating to, in the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control nature of or participate in any caused by the Pre-Closing Tax Proceeding as provided under this Section 11.4, Clarant may defend Matter or settle Tax Matters relating to a Straddle Period to the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise fullest extent provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the SubsidiariesARTICLE 10. (f) 10.10.4. In the event that of any conflict between the provisions of procedures governing Tax Matters as set forth in this Section 11.4 10.10 and the provisions of procedures set forth in Section 11.3 hereof conflict or otherwise each apply by their terms9.3, then, with respect to Tax Matters, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings10.10 will govern.

Tax Contests. (a) If a claim shall be made by any party receives written notice from any Governmental Taxing Authority that, if successful, would result in the indemnification of a Tax Proceeding with respect to any Tax for which Parent Indemnified Person or disqualification of the other party is obligated to provide indemnification under this AgreementMerger as a Reorganization, such party Parent shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)promptly notify Sellers’ Representative in writing of that fact; provided, however, that the any failure to give such the notice shall will not affect waive any rights of the indemnification provided hereunder Parent Indemnified Person except to the extent that the failure to give such notice materially prejudices rights of the Indemnifying Party as provided in Section 11.6Stockholders are actually prejudiced. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Sellers’ Representative shall have the right to approve defend any Tax Claim relating to Taxes or Tax Returns of the Company for a taxable period that ends on or prior to the Closing Date at the Stockholders’ sole expense with counsel selected by of its choice reasonably satisfactory to Parent; provided, that, Sellers’ Representative shall not settle, compromise and/or concede any portion of such claim without the Stockholders to conduct any such Tax Proceedingwritten consent of Parent, which approval consent shall not be unreasonably withheld, conditioned or delayed. If Sellers’ Representative undertakes to defend a claim hereunder, Sellers’ Representative shall keep Parent fully informed of all communications with Governmental Authorities and developments relating to the claim and shall permit representatives of Parent, at Parent’s cost, to be present at all conferences and proceedings, whether such conferences or proceedings are conducted in person or otherwise. (c) Parent shall control all proceedings taken in connection with any Tax Claim relating to (A) Taxes or Tax Returns of the Company for a Straddle Period, (B) Taxes or Tax Returns of the Company for a taxable period that ends on or prior to the Closing Date that the Sellers’ Representative does not elect to control pursuant to Section 6.2(b), or (c) qualification of the Merger as a Reorganization. To the extent such proceedings affect the amount of Taxes for which the Stockholders are liable under this Agreement or qualification of the Merger as a Reorganization, (x) Parent shall not settle or otherwise conclude such Tax Claim without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), and (y) Sellers’ Representative and counsel of its choosing shall have the right to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such the Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase Claim at the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability sole cost of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldStockholders. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that of any inconsistence, the provisions of this Section 11.4 and 6.2 shall be controlling over the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings5 with respect to Tax-related matters.

Tax Contests. (a) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect The Buyers agree to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (Sellers’ Representatives of the receipt of any written notice by the Company, the Buyers or within such shorter time as any their Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be necessary sought by the Buyers pursuant to give this Article VII (a “Tax Claim”); Sellers’ Representatives shall have the Indemnifying Party sole right at the Seller’s expense to represent the Company’s interests in any Tax Claim relating to a reasonable opportunity taxable period ending on or before the Closing Date (other than Tax Claims related to respond Straddle Periods) or relating to such notice)a Tax (other than Tax related to a Straddle Period) for which Sellers otherwise may be liable pursuant to this Agreement, and to employ counsel of Sellers’ Representative choice at Sellers’ Representatives expense; provided, however, that the failure to give such notice Buyers and their Representatives shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightbe permitted, at their own Buyers’ expense, to be present at, and participate in, any such claim and neither the Sellers’ Representatives nor the Sellers can settle such Tax Claim (either administratively or after the commencement of litigation) without LP Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) if the settlement or resolution of such Tax Claim may have adverse effect on the Tax liability of the LP Buyer and its Affiliates, including the Company, for any period after Closing, provided, further that the LP Buyer shall control any Tax Claims related to Straddle Periods and make all decisions with respect neither Buyers nor any Affiliates of the Buyers shall settle any such Tax Claim without the Sellers’ Representatives prior written consent (not to be unreasonably withheld, conditioned or delayed) if the settlement or resolution of such Tax Claim may have an adverse effect on the Tax liability of the Sellers for any period Pre-Closing Tax Periods. Neither Buyers nor any Affiliate of the Buyers shall be entitled to settle, either administratively or after the commencement of litigation, any Tax Claim which could adversely affect the liability of the Sellers for Taxes relating to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period taxable period ending on or before the Closing Date. Clarant shall have the right Date or to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Straddle Period or portion thereof beginning after the Closing Date without the prior written consent of ClarantSellers’ Representatives, which consent shall not to be unreasonably withheld. The Stockholders shall not settle , conditioned or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. The Purchaser shall promptly notify the Seller Representatives in writing of the commencement subsequent to the Closing Date of any audit, examination, action, claim or Proceeding (aeach, a “Tax Contest”) If any party receives written notice from any Governmental Authority of a Tax Proceeding with relating in whole or in part to Taxes for which the Sellers may be responsible hereunder. With respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions Contest with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period taxable period ending on or before the Closing Date. Clarant , the Seller Representatives shall have the right be entitled to approve the counsel selected by the Stockholders to conduct any assume control of all proceedings taken in connection with such Tax ProceedingContest; provided, which approval however, that (x) the Seller Representatives shall within twenty (20) days of receipt of written notice of a Tax Contest, notify the Purchaser in writing of their intention to assume control of such Tax Contest, (y) such Tax Contest shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution settled or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date resolved without the prior written consent of ClarantPurchaser’s consent, which consent shall not be unreasonably withheldconditioned, withheld or delayed and (z) the Seller Representatives shall provide the Purchaser with copies of any submissions, documents or agreements relating to such Tax Contest for its review and comment. The Stockholders Notwithstanding the 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 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 Purchaser shall control such Tax Contest but shall not settle or otherwise terminate any resolve such Tax Proceeding Contest without the Seller Representatives’ prior written consent of Clarantconsent, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)conditioned, the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct withheld or delayed. The costs of any Tax Proceeding relating to Taxes of Contest shall be 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 Subsidiary for a Straddle Period. If Sellers exercise such rightCompany Subsidiary, neither party as applicable, shall settle or otherwise terminate deliver to the Seller Representatives any such Tax Proceeding without power of attorney reasonably required to allow the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise Seller Representatives and their right counsel to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of represent the Company or such Company Subsidiary in connection with the Tax Contest and shall use their reasonable efforts to provide the SubsidiariesSeller Representatives with such assistance as may be reasonably requested by the Seller Representatives in connection with the Tax Contest. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Buyer shall deliver a notice to the Member Representative in writing promptly following any party receives written notice from any Governmental Authority of a Tax Proceeding Action with respect to any income Tax Return of any member of the Company Group related to any Pre-Closing Tax Period or Straddle Period or Taxes of any member of the Company Group related to any Pre-Closing Tax Period and Straddle Period for which the other party is obligated Members may reasonably expect to provide indemnification under this Agreement, such party be liable (“Tax Contest”) and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by Buyer) the facts constituting the basis for such Tax Contest and the nature of the relief sought, if any (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Claim Notice”); provided, however, that the failure or delay to give such notice so notify the Member Representative shall not affect relieve the indemnification provided hereunder Members of any obligation or liability that the Members may have to Buyer, except to the extent that the failure to give such notice Member Representative demonstrates that the Members are materially prejudices the Indemnifying Party as provided in Section 11.6and adversely prejudiced thereby. (b) Upon written notice to Clarant within thirty Buyer shall control any Tax Contest; provided, however, that (30i) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the rightMember Representative, at their own the Members’ sole cost and expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct participate in any such Tax Proceeding, Contest to the extent it relates to a Pre-Closing Tax Period or Straddle Period; (ii) Buyer shall not allow the Company Group to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates solely to Taxes for a Pre-Closing Tax Period without the consent of the Member Representative (which approval shall not be unreasonably withheld, delayed or conditioned) and (iii) Buyer shall not amend any filed Tax Return for any Pre-Closing Tax Period or file or caused to participate fully at its own expense with counsel of its own choosing in all aspects be filed any amended Tax Return for any Pre-Closing Tax Period without the consent of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, Member Representative (which consent shall not be unreasonably withheld. The Stockholders shall not settle , delayed or conditioned) unless otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldrequired by Law. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. Purchaser shall inform Sellers of the commencement of any audit, investigation, examination or proceeding (a“Tax Contest”) If any party receives written notice relating in whole or in part to Taxes for which Purchaser may be entitled to indemnity from any Governmental Authority of a Tax Proceeding with Sellers hereunder. With respect to any Tax Contest involving any Tax period for which the other party is obligated to provide indemnification Sellers would be liable under this AgreementSection 7.3, Sellers shall be entitled to control, in good faith, all proceedings taken in connection with such party shall within sixty (60) days thereof give written notice Tax Contest with counsel or other professional advisors reasonably satisfactory to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Purchaser; provided, however, that the failure to give such notice (i) Sellers shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided promptly notify Purchaser in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt writing of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, Sellers intention to control and make all decisions with respect to any such Tax Proceeding Contest, (ii) in the case of a Tax Contest relating to Taxes of the Company Company, any Subsidiary or any Subsidiary of their respective Affiliates for any Taxable Period a Tax period beginning before and ending on or before after the Closing Date. Clarant Effective Time, Sellers and Purchaser shall have the right to approve the counsel selected by the Stockholders to conduct jointly control all proceedings taken in connection with any such Tax Proceeding, which approval shall not be unreasonably withheldContest, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such (iii) if any Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could Contest would reasonably be expected to increase have a materially adverse effect on Purchaser, the pastCompany, present or future Tax liability of Clarant or any of its Affiliates, or their Affiliates in any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof period beginning after the Closing Date Effective Time, the Tax Contest shall not be settled or resolved without the prior written consent of ClarantPurchaser’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders shall not settle or otherwise terminate Notwithstanding the foregoing, if notice is given to Sellers of the commencement of any such Tax Proceeding without the prior written consent of ClarantContest and Sellers do not, which consent shall not be unreasonably withheld. within twenty (c20) Upon Business Days after Purchaser’s notice is given, give written notice to Clarant within thirty (30) days after receipt Purchaser of notification pursuant its election to Section 11.4(a)assume the defense thereof, the Stockholders Sellers shall have the rightbe bound by any determination made in such Tax Contest or any compromise or settlement thereof effected, at their own expensein good faith, by Purchaser. The failure of Purchaser to jointly control and participate with Clarant in the conduct give reasonably prompt notice of any Tax Proceeding relating Contest shall not release, waive or otherwise affect Sellers’ obligations with respect thereto except to Taxes the extent that Sellers can demonstrate material loss and prejudice as a result of such failure. Purchaser and the Company shall use their reasonable efforts to provide Sellers with such assistance as may be reasonably requested by Sellers in connection with a Tax Contest controlled solely or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldjointly by Sellers. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (ai) If any party receives written Governmental Entity issues to the Blocker, the Company or any Subsidiary of the Company (A) a notice from any Governmental Authority of a Tax its intent to audit or conduct another legal Proceeding with respect to Taxes or Tax Returns of such Person for any Pre-Closing Tax Period or Straddle Period or (B) a notice of deficiency for which Taxes for any Pre-Closing Tax Period or Straddle Period, in each case including with respect to a Pre-Closing Tax Refund (or a subsequent challenge thereto), Buyer shall notify the other party is obligated to provide indemnification under this Agreement, Representative of its receipt of such party shall communication from the Governmental Entity within sixty ten (6010) days thereof give written notice of receipt; provided, however, that Buyer’s failure to so notify the Representative shall not limit any of the indemnification obligations of the Unitholders under Section 13A (except to the extent such failure materially prejudices the defense of such matter). The Company shall control any audit or other party legal Proceeding in respect of any Taxes or Tax Returns of the Blocker, the Company or a Subsidiary of the Company (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice“Tax Contest”); provided, however, that (x) the failure Representative, at the Unitholders sole cost and expense, shall have the right to give such notice shall not affect control any Tax Contest (including the indemnification provided hereunder except settlement or resolution thereof) to the extent that it relates solely to a Pre-Closing Tax Period (excluding any Straddle Period); (y) the failure to give such notice materially prejudices Representative, at the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)Unitholders’ sole cost and expense, the Stockholders shall have the right, at their own expense, right to control and make all decisions with respect to participate in any Tax Proceeding relating Contest it does not control to Taxes of the extent it relates to a Pre-Closing Tax Period or Straddle Period; and (z) Buyer shall not, and shall not allow the Blocker, the Company or any Subsidiary for any Taxable Period ending on of the Company, to settle, resolve, or before abandon a Tax Contest (whether or not the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any Representative controls or participates in such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Contest) for a Pre-Closing Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Period without the prior written consent of the otherRepresentative (such consent not to be unreasonably withheld, delayed, or conditioned). (ii) If the Representative elects to control a Tax Contest for a Pre-Closing Tax Period, the Representative shall notify Buyer of such intent within ten (10) days of receiving notice of the Tax Contest. While it controls a Tax Contest, the Representative shall (A) control such Tax Contest in good faith; (B) keep Buyer reasonably informed regarding the status of such Tax Contest; (C) allow Buyer, the Blocker, the Company, or any Subsidiary of the Company, at Buyer’s sole cost and expense, to participate in such Tax Contest; and (d) not settle, resolve, or abandon any such Tax Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed, or conditioned). (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Buyer or the Company receives notice of any party receives written notice from any Governmental Authority of a Tax Proceeding audit or other inquiry with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (Taxes of or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Pre-Closing Tax Period (including the pre-Closing portion of a Straddle Period) (each, a “Tax Contest”), Buyer shall promptly inform Seller of such notice. Seller shall manage, control and defend all Tax Contests that (i) relate solely to Taxable Period periods ending on or before the Closing Dateand (ii) and would not be reasonably expected to have an adverse impact on Taxes of Buyer, the Company and/or any of their Affiliates in any post-Closing Tax Period (or portion thereof) (each, a “Seller Tax Contest”). Clarant Seller shall have the right to approve control any Seller Tax Contest; provided that (a) Buyer, at its expense, shall be entitled to (i) participate in the counsel selected by the Stockholders to conduct defense of any such Seller Tax ProceedingContest, which approval shall not be unreasonably withheld(ii) attend all proceedings, meetings and calls with respect to such Seller Tax Contest, and to participate fully at its own expense with (iii) employ counsel of its own choosing in all aspects choice for such purposes, (b) Seller shall keep Buyer reasonably informed of the prosecution or defense progress of such Tax Proceeding. The Stockholders shall not take any action or position in any such Seller Tax Proceeding if that action or position could Contest (including by providing Buyer with copies of all material communications with respect to such Seller Tax Contest), (c) Seller shall diligently prosecute such Seller Tax Contest in good faith, (d) Seller shall reasonably be expected demonstrate to increase Buyer in writing its financial ability to indemnify Buyer with respect to such Seller Tax Contest in accordance with Article VII and (e) Seller shall not, and shall cause the pastCompany not to, present or future Tax liability of Clarant or any of its Affiliatessettle, discharge, or otherwise dispose of any such Seller Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the prior written consent of Clarant, which Buyer (such consent shall not to be unreasonably withheld, conditioned, or delayed). The Stockholders Buyer shall manage, control and defend all Tax Contests that are not settle or otherwise terminate Seller Tax Contests (each, a “Buyer Tax Contest”) and shall have the right to control any Buyer Tax Contest; provided that (a) Seller, at its expense, shall be entitled to (i) participate in the defense of any such Buyer Tax Proceeding Contest, (ii) attend all proceedings, meetings and calls with respect to such Buyer Tax Contest, and (iii) employ counsel of its choice for such purposes, (b) Buyer shall keep Seller reasonably informed of the progress of any such Buyer Tax Contest (including by providing Seller with copies of all material communications with respect to such Buyer Tax Contest) and (c) Buyer shall not, and shall cause the Company not to, concede or settle any such Buyer Tax Contest without the prior written consent of Clarant, which Seller (such consent shall not to be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a, conditioned, or delayed), . To the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that extent the provisions of this Section 11.4 and 8.06 conflict with the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms7.03, the provisions of this Section 11.4 8.06 shall exclusively govern all matters concerning Tax Proceedingsprevail.

Tax Contests. (a) If The Buyer shall promptly notify the Company in writing upon receipt by the Buyer, any party receives Subject Subsidiary or any Subsidiary thereof of written notice from of any Governmental Authority of a Tax Proceeding with in respect of any Subject Subsidiary or any Affiliate of any Subject Subsidiary which, if determined adversely to any Tax the taxpayer, may be grounds for which the other party is obligated to provide indemnification under this AgreementSection 5. 1. Notwithstanding the foregoing, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary failure of the Buyer to give notice under the Indemnifying Party a reasonable opportunity preceding sentence shall not affect the Buyer's right to respond to indemnification or relieve the Sellers of any other obligations hereunder unless such notice); provided, however, that failure shall preclude the defense of such claim and the Sellers have been materially prejudiced by the Buyer's failure to give such notice notice, in which case the Sellers shall not affect the indemnification provided hereunder except be relieved from their obligations under Section 5.1 only to the extent that the failure to give of such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written material prejudice. After notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a)the Buyer, the Stockholders Sellers will have the right to elect to assume the defense of any such Tax Proceeding at the Sellers' own expense. The Buyer and its representatives shall have the right to observe any such Tax Proceeding with counsel of its choice and at its own expense and to receive in advance copies of all submissions to be made to any Tax authority or to any court. The Sellers, in exercising their control of any such Tax Proceeding, shall consider in good faith all comments and suggestions of the Buyer in respect of such Tax Proceeding, including but not limited to comments on submissions and overall strategy. In the event that issues relating to potential adjustment for which the Sellers may be held liable are required to be dealt with in the same Tax Proceeding as separate issues relating to a potential adjustment for which the Buyer, a Subject Subsidiary, a Subsidiary of a Subject Subsidiary or an Affiliate thereof may be liable, the Buyer shall have the right, at their its own expense, to control and make all decisions the Tax Proceeding with respect to any Tax Proceeding relating to Taxes the latter issues. Under waiver of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the its right to approve indemnity hereunder, the counsel selected by the Stockholders to conduct Buyer may take sole control of any such Tax Proceeding, which approval shall not be unreasonably withheldat its sole cost and expense, and in such case the Sellers shall have no right to observe or participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders Sellers shall not take enter into any action compromise or position agreement to settle any claim in any such a Tax Proceeding if that action or position could reasonably be expected to increase the pastinvolving Liability for Taxes of a Subject Subsidiary, present or future Tax liability a Subsidiary of Clarant or any of its Affiliatesa Subject Subsidiary, or any Tax liability for which the Sellers may otherwise be required to indemnify the Buyer under this Agreement without the consent of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written Buyer, such consent of Clarant, which consent shall not to be unreasonably withheld. The Stockholders shall not settle Any refund received by the Buyer or otherwise terminate any such Tax Proceeding without Affiliate thereof of Taxes with respect to which the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification Sellers have made payment pursuant to its obligation under Section 11.4(a), 5.1(b) shall be for the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes account of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheldSellers. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If any party If, subsequent to the Closing, Buyer or the Company receives written notice from any Governmental Authority of a Tax Proceeding with respect Contest relating to any Taxes of the Company that relates to a Pre-Closing Tax for which the other party is obligated to provide indemnification under this AgreementPeriod, such party shall then within sixty (60) five days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to after receipt of such notice), Buyer shall notify the Sellers’ Representative of such notice; provided, however, that any failure on the failure part of Buyer to give such notice so notify the Sellers’ Representative shall not affect limit any of the indemnification provided hereunder obligations of the Sellers under Article VII (except to the extent that the such failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt defense of notification pursuant to Section 11.4(asuch Tax Contest), the Stockholders . Sellers’ Representative shall have the right, at their own expensebut not the obligation, to control the conduct and make all decisions with respect resolution of any Tax Contest that relates to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending taxable period that ends on or before the Closing Date. Clarant shall have , including any settlement or compromise thereof; provided, that if the Sellers’ Representative exercises its right to approve control the counsel selected by Tax Contest Sellers’ Representative shall keep the Stockholders Buyer reasonably informed of all material developments on a timely basis and provided further that the Buyer will be entitled to conduct any participate in the defense of such claim if and only to the extent that the resolution of the Tax Proceeding, which approval shall not Contest would reasonably be unreasonably withheldexpect to adversely impact the Taxes or Tax Returns of the Company for a Tax period beginning on or after the Closing Date, and to participate fully at its own expense with employ counsel of its own choosing in all aspects choice for such purpose, the fees and expenses of which separate counsel will be borne solely by Buyer. If and only to the prosecution or defense extent that a settlement of such a Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could Contest controlled by Sellers’ Representative would reasonably be expected to increase subject the past, present Buyer or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date to a non-indemnified Tax, Sellers’ Representative shall not settle such Tax Contest without the prior written consent of Clarant, the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). The Stockholders 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 settle controlled by the Sellers’ Representative, including any settlement or otherwise terminate any 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 Proceeding 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 Clarant, the Sellers’ Representative (which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to , conditioned or delayed if such settlement would impact the Sellers). To the extent any provisions in Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate 7.6 are inconsistent with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in 6.8(c) with respect to any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating Third-Party Claim that relates to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their termsTaxes, this Section 11.4 6.8(c) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (a) If any party receives Unless Buyer has previously received written notice from any Governmental Authority Seller of the existence of a Tax Proceeding with Contest, Buyer shall give written notice to Seller of the existence of any Tax Contest relating to Taxes that is or reasonably may be Seller’s responsibility under this Agreement within ten (10) Business Days from the receipt by Buyer of any written notice of such Tax Contest. (b) With respect to any Tax for which the other party Contest relating to Taxes that is obligated to provide indemnification or reasonably may be Seller’s responsibility under this AgreementAgreement and with respect to which Seller has delivered written acknowledgement of such responsibility to Buyer a (“Seller Tax Contest”), Seller shall, at its election, have the right to (x) represent any Acquired Company, as the case may be, in any such party Seller Tax Contest and (y) employ reputable counsel of its choice at its expense and control the conduct of such Tax Contest. Seller shall within sixty (60) days thereof give written notice have the right to the other party (settle or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)dispose of any Seller Tax Contest; provided, however, that the failure Seller shall consult with Buyer regarding any such Seller Tax Contest and shall allow Buyer to give participate in any such notice proceeding (at its own cost and expense); and provided, further, that no settlement or other disposition of any claim for Tax which would adversely affect Buyer (or any Acquired Company) in any Post-Closing Tax Period shall be agreed to without Buyer’s prior written consent, not affect the indemnification provided hereunder except to the extent that the failure be unreasonably withheld. Regardless of whether Seller elects to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification represent any Acquired Company pursuant to this Section 11.4(a)6.5, the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant Seller shall have the right to approve participate in any Seller Tax Contest (at its own cost and expense), and Buyer shall reasonably cooperate with Seller, including pursuant to Article 6 hereof, in the counsel selected by conduct of such Seller Tax Contest. Notwithstanding anything to the Stockholders contrary in this Agreement, no settlement or other disposition with respect to conduct any such Seller Tax ProceedingContest shall be agreed to without Seller’s prior written consent, which approval shall not to be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution conditioned or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withhelddelayed. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. (a) If Each of Purchaser and Seller shall notify the other party in writing within 15 Business Days of the receipt by Purchaser or Seller, as the case may be, or any party receives written notice from any Governmental Authority of a Tax Proceeding its Affiliates (including, with respect to Purchaser, the Purchased Subsidiaries) of written notice of any pending or proposed Tax Matter (as defined below) that may affect the Tax liabilities of the Purchased Subsidiaries for which the other party is obligated would be liable in whole or in part under Section 17.1 or any pending or proposed Tax Matter concerning Transfer Taxes or value added Taxes with respect to provide indemnification under this Agreement, the Target Assets. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax authority in respect of such party shall within sixty (60) days thereof Tax Matter. A party's failure to give written such notice to the other party as provided herein shall not affect the other party's liabilities under Section 17.1 except to the extent that the other party is materially prejudiced thereby. (b) Except with respect to the U.K. Purchased Subsidiaries to which the provisions of Section 17.8(e) shall apply, Seller shall have the exclusive right to conduct and control any matter, including any audit, review, claim, assessment, examination or within administrative or judicial proceeding or the filing of any amended Tax Return or claim for Tax refund or Tax credit (a "Tax Matter") relating to any Tax Return or Taxes of or with respect to the Business, the Purchased Subsidiaries or the Target Assets for any Pre-Closing Tax Period (other than any Pre-Closing Tax Period of a Straddle Period), including without limitation, the exclusive right to represent the Purchased Subsidiaries' interests in any such shorter time Tax Matter and to resolve, settle, concede, compromise or contest any deficiency or adjustment proposed, asserted or assessed in connection with or as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to result of such notice)Tax Matter; provided, however, that the failure to give such notice (i) Seller shall not, and shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to cause or permit any Tax Proceeding relating to Taxes of the Company U.S. Purchased Subsidiary or any Subsidiary for any Taxable Period ending on Affiliate of Seller to, settle, concede or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct compromise any such Tax Proceeding, which approval shall not be unreasonably withheld, and Matter relating to participate fully at its own expense with counsel of its own choosing a U.S. Purchased Subsidiary or file an amended Tax Return or claim for Tax refund or Tax credit relating to a U.S. Purchased Subsidiary in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if a manner that action or position could either (x) would reasonably be expected to increase increase, or would increase, the past, present or future Tax liability of Clarant Taxes for which Purchaser or any of its Affiliates, Affiliates (including a U.S. Purchased Subsidiary) would be liable under Section 17.1(b) or (y) would have binding effect on Purchaser or any of its Affiliates (including a U.S. Purchased Subsidiary) in a Post-Closing Tax liability Period, in the case of the Company clause (x) or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date clause (y), without the prior written consent of ClarantPurchaser, which consent shall not be unreasonably withheld. The Stockholders , delayed or conditioned, (ii) Seller shall not, and shall not settle cause or otherwise terminate permit any non-U.S. Purchased Subsidiary or any Affiliate of Seller to, settle, concede or compromise any such Tax Proceeding Matter relating to a non-U.S. Purchased Subsidiary or file an amended Tax Return or claim for Tax refund or Tax credit relating to a non-U.S. Purchased Subsidiary without the prior written consent of ClarantPurchaser, which consent shall not be unreasonably withheld. , delayed or conditioned, and (ciii) Upon written notice Purchaser shall be entitled to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding Matter relating to Taxes a non-U.S. Purchased Subsidiary or PMV Inc.; provided, however, that Purchaser's participation in any aspect of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding Matter shall not, under any circumstances, require the disclosure of any Tax Return relating to a Pre-Closing Tax Period of a Consolidated Group which includes Seller or any Affiliate of Seller other than the Purchased Subsidiaries, or any work papers or documents relating thereto. Purchaser shall cooperate fully, and shall cause its Affiliates and the Purchased Subsidiaries to cooperate fully, with Seller and its counsel in the conduct, defense or settlement of any such Tax Matter, including by executing and delivering (or causing to be executed and delivered) to Seller or its designees all instruments (including, without limitation, powers of attorney) reasonably requested by Seller in order to implement the provisions of this Section 17.8(b). Purchaser shall not, and shall not cause or permit the Purchased Subsidiaries or any Affiliate of Purchaser to, settle, concede or compromise any such Tax Matter without the prior written consent of Seller. Except as provided in clause (c) below with respect to Straddle Periods, Purchaser shall have the otherexclusive right to conduct and control any Tax Matter relating to any Tax Return or Taxes of or with respect to the Business, the Purchased Subsidiaries or the Target Assets for any Post-Closing Period; provided, however, that if such Tax Matter would reasonably be expected to increase, or would increase, the Taxes for which Seller would be liable under Section 17.1(a), Purchaser shall not, and shall not cause or permit any Affiliate of Purchaser (including any Purchased Subsidiary) to, settle, concede or compromise any such Tax Matter without prior written consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. (c) Subject to Section 17.4(e), in the case of a Tax Matter involving a Tax liability or potential Tax liability relating to a Straddle Period (a "Joint Tax"), if the amount of the Joint Tax relating to the Pre-Closing Tax Period is equal to 50% or more of the total amount of the Joint Tax, Seller shall elect either to conduct such Tax Matter or to tender the conduct of such Tax Matter to Purchaser. If Seller tenders the conduct of such Tax Matter to Purchaser and Purchaser declines to conduct such Tax Matter, then Seller will conduct such Tax Matter. If the amount of the Joint Tax relating to the Pre-Closing Tax Period is less than 50% of the Joint Tax, Purchaser shall elect either to conduct such Tax Matter or to tender the conduct of such Tax Matter to Seller. If Purchaser tenders the conduct of such Tax Matter to Seller and Seller declines to conduct such Tax Matter, then Purchaser will conduct such Tax Matter. The party conducting a Tax Matter relating to a Joint Tax shall control the conduct of such Tax Matter, provided that the other party shall have the right to participate in such Tax Matter at its own expense, and provided further that neither party shall, and neither party shall cause or permit any of its Affiliates or a Purchased Subsidiary to, settle, concede or compromise a Joint Tax without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Except as provided in the preceding sentence, all of the costs of the conduct of a Tax Matter relating to a Joint Tax shall be shared between Seller and Purchaser based on the proportionate amount of such Joint Tax that is ultimately assessed (or, if such Joint Tax is not ultimately assessed, the proportionate amount of such Joint Tax that was contested in such Tax Matter) that relates to the portion of such Straddle Period ending on the Closing Date and the portion thereof beginning after the Closing Date. (d) If Any Tax Matter relating to Transfer Taxes or value added Taxes with respect to the Stockholders do Target Assets shall be jointly controlled and conducted by Seller and Purchaser, and neither party shall, and neither party shall cause or permit any of its Affiliates or any Purchased Subsidiary to, settle, concede or compromise any such Tax Matter without the prior written consent of the other party, which consent shall not exercise their right to assume control of be unreasonably withheld, delayed or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderconditioned. (e) Except as otherwise provided in this Section 11.417.8(d), Clarant Tax Matters with respect to the U.K. Purchased Subsidiaries shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that be governed by the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax ProceedingsSchedule 17.8(e).

Tax Contests. (a) If any party receives Buyer shall deliver a written notice from to Sellers' Representative in writing promptly following any Governmental Authority demand, Claim, or notice of commencement of a Tax Claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to any Tax Taxes of the Company Group for which the other party is obligated to provide indemnification under this Agreement, such party Sellers may be liable ("Tax Contest") and shall within sixty describe in reasonable detail (60) days thereof give written notice to the other party extent known by Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (or within such shorter time as may be necessary to give including Taxes), if any (the Indemnifying Party a reasonable opportunity to respond to such notice"Tax Claim Notice"); , provided, however, that the failure or delay to give such notice so notify Sellers' Representative shall not affect the indemnification provided hereunder relieve Sellers of any obligation or liability that Sellers may have to Buyer, except to the extent that the failure to give such notice Sellers' Representative demonstrates that Sellers are materially prejudices the Indemnifying Party as provided in Section 11.6and adversely prejudiced thereby. (b) Upon With respect to Tax Contests for Taxes of a member of the Company Group for a Pre-Closing Tax Period, Sellers' Representative may elect to assume and control the defense of such Tax Contest by written notice to Clarant Buyer within thirty (30) days after receipt delivery by Buyer to Sellers' Representative of notification pursuant the Tax Claim Notice. If Sellers' Representative elects to Section 11.4(aassume and control the defense of such Tax Contest, Sellers: (i) shall bear their own costs and expenses; (ii) shall be entitled to engage their own counsel; and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or s▇▇ for refund where applicable Law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that Sellers' Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned) , provided, further, that Sellers' Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of Buyer (which consent may be withheld in the sole discretion of Buyer) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of Buyer or any of its Affiliates (including any member of the Company Group) for any Tax period ending after the Closing Date. If Sellers' Representative elects to assume the defense of any Tax Contest, Sellers' Representative shall: (x) keep Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Buyer of any related correspondence, and shall provide Buyer with an opportunity to review and comment on any material correspondence before Sellers' Representative sends such correspondence to any Taxing Authority); (y) consult with Buyer in connection with the defense or prosecution of any such Tax Contest; and (z) provide such cooperation and information as Buyer shall reasonably request, the Stockholders and Buyer shall have the right, at their own its expense, to control and make all decisions participate in (but not control) the defense of such Tax Contest (including participating in any discussions with respect to the applicable Tax Authorities regarding such Tax Contests). (c) In connection with any Tax Proceeding relating Contest that relates to Taxes of a member of the Company Group for a Pre-Closing Tax Period that: (i) Sellers' Representative does not timely elect to control pursuant to Section 7.7(b); or (ii) Sellers' Representative fails to diligently defend, such Tax Contest shall be controlled by Buyer (and Sellers shall reimburse Buyer for all reasonable costs and expenses incurred by Buyer relating to a Tax Contest described in this Section 7.7(c)) and Sellers' Representative agrees to cooperate with Buyer in pursuing such Tax Contest. In connection with any Subsidiary for Tax Contest that is described in this Section 7.7(c) and controlled by Buyer, Buyer shall: (x) keep Sellers' Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Sellers' Representative of any Taxable Period ending related correspondence and shall provide Sellers' Representative with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Sellers' Representative in connection with the defense or before the Closing Date. Clarant prosecution of any such Tax Contest; and (z) provide such cooperation and information as Sellers' Representative shall reasonably request, and, at his own cost and expense, Sellers' Representative shall have the right to approve participate in (but not control) the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or Contests). (d) In connection with any Tax liability Contest for Taxes of a member of the Company or any Subsidiary Group for any Taxable Period Straddle Period, such Tax Contest shall be controlled by Buyer; provided, however, that Buyer shall not settle or portion thereof beginning after the Closing Date compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of ClarantSellers' Representative, which with such consent shall not to be unreasonably withheld, conditioned or delayed. The Stockholders Buyer shall: (x) keep Sellers' Representative informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to Sellers' Representative of any related correspondence and shall not settle provide Sellers' Representative with an opportunity to review and comment on any material correspondence before Buyer sends such correspondence to any Taxing Authority); (y) consult with Sellers' Representative in connection with the defense or otherwise terminate prosecution of any such Tax Proceeding without the prior written consent Contest; and (z) provide such cooperation and information as Sellers' Representative shall reasonably request, and, at his own cost and expense acting on behalf of ClarantSellers, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders Sellers' Representative shall have the right, at their own expense, right to jointly control and participate with Clarant in (but not control) the conduct defense of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. Contest (d) If the Stockholders do not exercise their right to assume control of or participate including participating in any discussions with the applicable Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in Authorities regarding such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunderTax Contests). (e) Except as otherwise provided Notwithstanding anything to the contrary contained in this Section 11.4Agreement, Clarant shall control the procedures for all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of Contests shall be governed exclusively by this Section 11.4 7.7 (and the provisions of not Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings8.4).

Tax Contests. (a) If any party receives written notice from any Governmental Authority In the event of a Tax Proceeding with respect to any Tax for which contest, audit, or other proceeding of the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding Group Companies relating to Taxes of the Company or any Subsidiary for any Taxable Period a taxable period ending on or before the Closing Date. Clarant Date (each a “Pre-Closing Tax Contest”), or a Straddle Period (each a “Straddle Period Tax Contest”), the following provisions shall control: (i) No more than fifteen (15) days after Acquiror or any of the Group Companies receives written notice of a Pre-Closing Tax Contest or a Straddle Period Tax Contest, Acquiror will notify the Representative in writing of such Pre-Closing Tax Contest or Straddle Period Tax Contest. (ii) The Representative shall control the defense of any Pre-Closing Tax Contest, other than any such Tax contest, audit or other proceeding relating to any Special Tax Liabilities, at the Equityholders’ expense, provided that Acquiror shall have the right to approve participate, at Acquiror’s own expense, in any Pre-Closing Tax Contest, and provided, further, that the counsel selected by the Stockholders to conduct Representative shall not settle or compromise any such Pre-Closing Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date Contest without the Acquiror’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders If the Representative fails to defend a Pre-Closing Tax Contest in a commercially reasonable manner, then Acquiror shall have the right to control the defense of such Pre-Closing Tax Contest at the Equityholders’ expense, in which event the Representative agrees to reasonably cooperate with Acquiror. (iii) Acquiror shall have the right to control the defense of a Pre-Closing Tax Contest relating to any Special Tax Liabilities or a Straddle Period Tax Contest, provided that the Representative shall have the right to participate, at the Equityholders’ expense, in any Straddle Period Tax Contest, and provided, further, that Acquiror shall not settle or otherwise terminate compromise any such Straddle Period Tax Proceeding Contest without the Representative’s prior written consent of Clarantconsent, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), conditioned, or delayed. To the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of extent any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under inconsistency between this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole 9.01(e) and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms10.05, this Section 11.4 9.01(e) shall exclusively govern all matters concerning Tax Proceedingscontrol.

Tax Contests. (ai) If Select, at its sole cost and expense, shall exclusively control the conduct of any party receives written notice from any Governmental Authority of audit, examination or other legal proceeding (a “Tax Contest”) related to a Tax Proceeding with respect to any Tax for which Return of the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice)Select Consolidated Group; provided, however, that the failure to give if an issue is raised during such notice shall not Tax Contest that could affect the indemnification provided hereunder except to Taxes of either Company for a Post-Closing Tax Period, the extent that Sellers shall keep the failure to give Buyer reasonably informed regarding the status of such notice materially prejudices the Indemnifying Party as provided in Section 11.6Tax Contest. (bii) Upon written notice to Clarant within thirty (30) days after receipt In the case of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding Contest relating to Taxes of either Company not described in Section 5.4(e)(i), Buyer shall control provided that upon written notice to the Buyer, the applicable Seller may assume the defense of any such Tax Contest related solely to a Tax Return of either Company for any Pre-Closing Tax Period (but not a Straddle Period) (a “Pre-Closing Tax Contest”). In connection with any Pre-Closing Tax Contest or any Subsidiary Tax Contest related to a Tax Return of either Company for any Taxable Period ending on or before Straddle Period, (A) the Closing Date. Clarant non-controlling party, at its sole cost and expense, shall have the right to approve participate in such Tax Contest, (B) the counsel selected controlling party shall keep the non-controlling party reasonably informed regarding such Tax Contest (including by providing copies of all material correspondence with the Stockholders applicable Taxing Authority or other third party), (C) the controlling party shall cause applicable Company to conduct any such Tax ProceedingContest in good faith, and (D) the controlling party shall not allow the applicable Company to settle or otherwise resolve Tax Contest if such settlement or other resolution relates to Taxes for a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) without the permission of the non-controlling party (which approval shall will not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliatesdelayed, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldconditioned). (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.

Tax Contests. With respect to any Contest (aas defined below), the following shall apply: (i) If After the Closing, Buyer shall, within twenty (20) days of the occurrence of the commencement of any party receives written Tax audit or administrative or judicial proceeding against, or of any demand or claim on (any such audit, proceeding, demand or claim relating to an asserted Tax liability is referred to herein as a “Contest”), Buyer, Company or Surviving Company, if such Contest involves Taxes relating to the Company or Shareholders for any period ending on or prior to, or that includes, the Tax Closing Date, notify Agent in writing of such Contest. Such notice shall contain factual information (to the extent known to Buyer) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax liability. If Buyer fails to give Agent prompt notice of an asserted Tax liability as required by this Section, then (i) if Agent is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then, notwithstanding anything to the contrary in this Agreement or any other agreement with any party, the Shareholders shall have no obligation to indemnify the Buyer Indemnified Parties against any loss arising out of such asserted Tax liability; and (ii) if Agent is not so precluded from contesting but such failure to give prompt notice results in a Tax Proceeding detriment to Company, the Shareholders or Agent, then any amount which the Shareholders are otherwise required to pay the Buyer Indemnified Parties pursuant to this Agreement with respect to such liability shall be reduced by the amount caused by such detriment. (ii) Except as provided in Section 9.1(f)(3), Buyer shall control any Contest in respect of any Tax for which Return of Company, provided that the other party is obligated Agent shall, at Agent’s expense, have the non-exclusive right to participate in any Contest in connection with any Tax Return covering taxable periods, or portions thereof, of Company ending on or prior to the Tax Closing Date. Buyer shall provide indemnification under this AgreementAgent with copies of all written communications and documents received by Buyer or Surviving Company from a Governmental Authority in connection with such Contest. Buyer shall permit Agent to review and comment on each written submission to a Governmental Authority in connection with such Contest, and shall make such party revisions to such submissions as are reasonably requested by Agent. Buyer may not, and Buyer shall within sixty (60) days thereof give cause the Surviving Company to not, settle or compromise any asserted Tax liability with respect to taxable periods, or portions thereof, ending on or prior to the Tax Closing Date without first giving written notice to Agent of the other party (terms of such settlement or within such shorter time as may be necessary to give compromise and receiving the Indemnifying Party a reasonable opportunity to respond written consent of Agent to such notice); settlement or compromise, provided, however, that the failure consent to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company settlement or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval compromise shall not be unreasonably withheldwithheld by Agent. (iii) Notwithstanding anything in Section 9.1(f)(2) to the contrary, and if any Contest relates solely to Company’s S Corporation Returns for periods ending on or prior to the Tax Closing Date, Agent shall control in good faith such Contest, provided that the Buyer shall, at Buyer’s expense, have the nonexclusive right to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Contest. Buyer shall, and shall cause the Surviving Company to, promptly empower (by power of attorney and such other documentation as may be appropriate) such representatives of Agent as Agent may designate to control such Contest. The Agent shall provide Buyer with copies of all written communications and documents received by Agent from a Governmental Authority in connection with such Contest. The Agent shall permit Buyer to review and comment on each written submission to a Governmental Authority in connection with such Contest, and shall make such revisions to such submissions as are reasonably and timely requested by Buyer. The Agent may not settle or compromise any asserted Tax Proceeding if liability that action or position could reasonably be expected to increase might have the past, present or future effect of increasing the Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Surviving Company or any Subsidiary for any Taxable Period or portion thereof taxable periods beginning after the Tax Closing Date without first giving written notice to Buyer of the prior terms of such settlement or compromise and receiving the written consent of ClarantBuyer to such settlement or compromise, which provided, however, that consent to such settlement or compromise shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheldwithheld by Buyer. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld. (d) If the Stockholders do not exercise their right to assume control of or participate in any Tax Proceeding as provided under this Section 11.4, Clarant may defend or settle the same in such manner as it may deem appropriate in its sole and absolute discretion, without in any way limiting its rights of indemnification hereunder. (e) Except as otherwise provided in this Section 11.4, Clarant shall control all Tax Proceedings relating to Taxes and Tax Returns of the Company and the Subsidiaries. (f) In the event that the provisions of this Section 11.4 and the provisions of Section 11.3 hereof conflict or otherwise each apply by their terms, this Section 11.4 shall exclusively govern all matters concerning Tax Proceedings.