Common use of Tax Contests Clause in Contracts

Tax Contests. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4

Tax Contests. The Indemnitor and its representativesIf, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings connection with any Taxing Authorityexamination, the subject matter investigation, audit or other administrative or judicial proceeding in respect of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the non-Seller Group Tax Return with respect to which there could be 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 increase in liability examination, investigation, audit or other administrative or judicial proceeding, a request for any 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 or with respect to which a payment could be required hereunder Return, Buyer shall have the right to decide as between the parties hereto how notify Seller of its receipt of such matter is to be dealt with and finally resolved with the appropriate Taxing Authority communication from such Governmental Body within fifteen (15) Business Days after receiving such communication. Buyer shall not, and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issuenot permit Newco, the Indemnitor shall be treated as Company or the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible PartySold Subsidiaries to, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate settle or otherwise resolve any Indemnity Issue. If UCRI is issue with respect to any Taxes of the Responsible Party and Company, Newco or the Sold Subsidiaries if the Taxes at issue such settlement or other resolution could result in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle Seller being liable for any such Indemnity Issue amounts pursuant to this Agreement without the prior written consent of CompassSeller. 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 any Pre-Closing Tax Period if 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, however, that Buyer, at its sole cost and expense, shall have the right to participate in any such contest; provided, further, that Seller shall not settle or otherwise resolve such examination, investigation, audit or other administrative or judicial proceeding without the prior written consent of Buyer (which consent shall not be unreasonably withheld, (ii) Compassconditioned or delayed); provided, further, that Seller and counsel Buyer shall jointly control any examination, investigation, audit or other administrative or judicial proceeding in respect of its own choosingTaxes for a Straddle Period. For avoidance of doubt, Seller shall have the sole right to control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of any Seller Group Tax Return and Buyer shall have no right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4therein.

Tax Contests. The Indemnitor If a claim is made in writing against any Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to Section 10.3.1, such Tax Indemnitee shall promptly notify Lessee in writing, provided that, without prejudice to any rights or claims for damages Lessee may have as a result of such failure, the failure to so notify Lessee will not reduce Lessee's obligation under Section 10.3 except if such failure precludes the contest of such claim. Subject to the next sentence, if requested by Lessee in writing within thirty (30) days after receipt by Lessee of a notice described in the preceding sentence, such Tax Indemnitee and, if required or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and its representativesif such contest by such Lessee in the name of such Lessee is not permissible or allowed, shall, at the Indemnitorrequest of Lessee, permit such Lessee to contest in the name of the Tax Indemnitee and, if such contest by Lessee in the name of the Tax Indemnitee is not permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) prior to taking such action Lessee shall have agreed to pay and shall have provided an undertaking reasonably acceptable to such Tax Indemnitee with respect thereto or shall have paid each Tax Indemnitee that is engaged in such contest in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountant's expensefees and disbursements and costs of administrative and judicial proceedings, and the amount of any interest or penalties which may be payable as a result of contesting such claim, (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes (such election to be within the sole discretion of Lessee), Lessee shall have advanced such Tax Indemnitee sufficient funds (on an interest-free basis and on an After-Tax Basis) to make such payment, (iii) any action to be taken will not result in a material risk of sale, forfeiture or loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any Item of Equipment unless Lessee shall have made provision against such risk in a manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax Indemnitee shall not have determined, based on an opinion of such Tax Indemnitee's counsel, that such action is reasonably likely to result in adverse consequences to the future tax liability of such Tax Indemnitee not indemnified to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its liability hereunder for such Taxes, provided that such acknowledgment shall not be binding on such Lessee if the contest of such Taxes is resolved through a written opinion of an adjudicator stating a basis for such resolution that demonstrates Lessee has no liability to such Tax Indemnitee hereunder for such Taxes and provided further, that such Lessee shall have no right to contest in the name of a Tax Indemnitee, and such Tax Indemnitee shall itself contest, if the contest involves issues with respect to which Lessee would not be required to indemnify such Tax Indemnitee hereunder and which cannot be severed by reasonable efforts of such Tax Indemnitee from all issues with respect to which Lessee would be liable hereunder or the severance of which would adversely affect the position of such Tax Indemnitee, and in any such contest such Tax Indemnitee may in its sole discretion select the forum for such contest and determine in good faith the manner in which such contest shall be conducted, including, without limitation, the pursuit of appeals, but shall consult with Lessee and its counsel in good faith with respect to such Lessee's interests with respect to contest. If a claim for Taxes is made in writing against any Tax Indemnitee and such Tax Indemnitee complies with its obligations under this Section 10.3.6, Lessee and such Tax Indemnitee shall, for purposes of determining the amount, if any, payable to such Tax Indemnitee under Section 10.3, be bound by the results of any contest under this Section 10.3.6 (or by the final written assessment by the relevant taxing authority, if Lessee elect not to contest under this Section 10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the validity and applicability of such Tax, and any stated reason as to the basis for the imposition of such Tax contained in the final determination with respect to such contest. If any Tax Indemnitee shall determine in its sole discretion that it has either obtained a refund of or been granted a credit, deduction or other allowance or reduction against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided that no Lease Event of Default shall have occurred and be continuing, pay to Lessee an amount which is equal to the sum of the amount of such refund or credit, deduction or other allowance or reduction, plus any interest received (or credited against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly attributable to any Taxes paid by such Lessee or with funds provided by Lessee prior to the receipt of such refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund and interest, and increased by any tax benefit realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this sentence so as to return such Tax Indemnitee to the same net after-tax position it would have been in if the Taxes so refunded or credited had not been imposed; provided further, that a Tax Indemnitee shall not be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and additional amounts described in Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such Tax Indemnitee, provided further, however, that such Tax Indemnitee shall pay any amounts that it is not required to pay to Lessee solely by reason of the foregoing proviso at such time as Lessee shall have made any additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if a Lease Event of Default shall have occurred and be continuing, such Tax Indemnitee shall have the option of applying the amount otherwise due any Lessee pursuant to this sentence against Lessee obligations under any Operative Document or of holding such amount as security for Lessee full performance of such obligations until the earlier of (x) the date all obligations owed to such Tax Indemnitee under the Operative Documents have been paid in full and (y) the curing of such Lease Event of Default, after which such Tax Indemnitee shall pay such amount to Lessee. Any Tax Indemnitee shall be entitled to participate (A) in all conferences, meetings or proceedings with settle any Taxing Authority, claim that is the subject matter of which is or includes an Indemnity Issue and (B) a contest hereunder without the consent of Lessee provided that, in all appearances before so doing, such Tax Indemnitee shall waive any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return rights to indemnification by Lessee with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions settled claim and any other documents relating claim the contest of which would be precluded as a result of such settlement hereunder and shall repay to Lessee any amounts advanced to pay such Indemnity Issue promptly upon receipt from, or contested Taxes with interest actually received in advance of submission to (as the case may be), the relevant Taxing Authority or courts respect thereof and (vi) UCRI shall not file or submit release any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if undertaking required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4hereunder.

Tax Contests. The Indemnitor Buyer and its representativesSeller shall promptly notify each other upon receipt by such Party of written notice (a “Tax Notice”) of any inquiries, at the Indemnitor's expenseclaims, shall be entitled to participate (A) in all conferencesassessments, meetings audits or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return similar events with respect to which there could be an increase in liability for Taxes of any Purchased Subsidiary or any Subsidiary thereof relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or with respect to which similar event, a payment could be required hereunder “Tax Contest”). Seller shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issuecontrol, at its own expense, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with Tax Contest for any Tax period ending on or before the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible PartyClosing Date, such cooperation including any settlement or compromise thereof, for which Seller may include permitting the Indemnitorbe liable under Section 6.02(a); provided, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)however, (i) UCRI Seller acknowledges and agrees in writing that the indemnification provisions of Section 6.02(a) apply to the Taxes in dispute, (ii) Seller shall not settle any keep Buyer reasonably informed as to the current status and progress of such Indemnity Issue settlement or defense, (iii) Seller shall not, without the prior written consent of Compass, Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), settle or compromise any such Tax Contest if such settlement or compromise may increase the 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 its expense, to participate in such Tax Contest. If Seller elects not to control a Tax Contest for 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) CompassSeller 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 counsel (iv) Buyer shall control the conduct of such Tax Contest, shall be free to settle or compromise such Tax Contest in its own choosingsole 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. Buyer shall have the right to participate fullycontrol, at its own expense, in all aspects the 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 defense current status and progress of such Indemnity Issuesettlement or defense, (iiiii) UCRI Buyer shall inform Compassnot, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, Seller (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), provided that UCRI may make settle or compromise any such filing or submission if required Tax Contest, and (iii) Seller shall have the right, at its expense, to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain participate in such prior consent. 5.4Tax Contest.

Tax Contests. The Indemnitor REIT agrees to give written notice to the Company Stockholder of the receipt of any written notice by the REIT or the Surviving Company which involves the assertion of any claim, or the commencement of any proceeding, in respect of which an indemnity may be sought by any Indemnified Person under Section 8.3(a) (a “Tax Claim”); provided, that failure or delay to comply with this provision shall not reduce such Indemnified Person’s right to indemnification hereunder except to the extent that the Company Stockholder is actually prejudiced by such failure or delay on the part of the REIT. If such Tax Claim results in the assessment or assertion of a Tax for which the Company Stockholder may be solely liable under Section 8.3(a) and its representativescould not reasonably result in an increase in the Tax liability of the Company with respect to a Post-Closing Tax Period, then the Company Stockholder may choose to control the contest or resolution of such Tax Claim (at the Indemnitor's Company Stockholder’s expense) and if so shall provide written notice to the REIT of such intent; all other Tax Claims will be controlled by the REIT. The REIT or the Company Stockholder, shall as the case may be, will be entitled to participate (A) fully in all conferences, meetings the defense of any Tax Claim in which a taxing authority could assert or proceedings with assess any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter Taxes that is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with otherwise controlled by the other party and to take employ counsel of its choice for such other party's interests into accountpurpose, the fees and expenses of which separate counsel of each of the REIT or the Company Stockholder will be borne by the REIT and the Company Stockholder, respectively. If In addition, with respect to a contest or resolution controlled by the Indemnitor Company Stockholder, the Company Stockholder must employ counsel that is not acceptable to the Responsible PartyREIT. Neither the REIT nor the Company Stockholder, such cooperation as the case may include permitting the Indemnitorbe, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any claim or cease to defend such Indemnity Issue Tax Claim without the prior written consent of Compassthe non-controlling party, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld conditioned or delayed, provided provided, however, that UCRI if a Tax Claim is controlled by the Company Stockholder, then the REIT may make withhold consent with respect to such filing or submission Tax Claim if required such settlement could reasonably be expected to comply increase the Tax liability for any Post-Closing Tax Period. For the avoidance of doubt, where the provisions of this Section 8.4 are in conflict with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4other provision in this document, this Section 8.4 shall govern.

Tax Contests. The Indemnitor Purchaser, the Company and its representativestheir Subsidiaries, at on the Indemnitor's expenseone hand, and the Sellers’ Representative, on the other hand, shall be entitled to participate notify the other in writing promptly after (Abut in no event more than ten (10) in all conferencesdays after) acquiring knowledge of any inquiry, meetings claim, audit, assessment, proceeding or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return similar event with respect to which there could be an increase in any Pre-Closing Tax Period Straddle Period, or that otherwise may affect the Sellers’ liability for any Tax or Taxes, with respect to which the Company and its Subsidiaries (any such inquiry, claim, audit, assessment, proceeding or similar event, a payment could be required hereunder “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent that such failure shall have prejudiced the defense of such matter. The Sellers’ Representative shall have the right right, upon written notice addressed and delivered to decide as between the parties hereto how such matter is Purchaser, to be dealt with and finally resolved with control the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with Tax Contest relating to (a) a Tax period ending on or before the other party 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 take such other party's interests into account. If the Indemnitor is not the Responsible Partyextent, in either case, such cooperation may include permitting Tax Contest could affect the Indemnitorallocations of income to the Sellers, at or could affect the Indemnitor's sole expenseSellers’ liability for Taxes under this Agreement; provided, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)however, that (i) UCRI the Sellers’ Representative shall provide the Purchaser the opportunity to participate in the defense of such 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 settle any or compromise such Indemnity Issue Tax Contest without the Purchaser’s prior written consent of Compassconsent, which consent shall not be unreasonably withheld, conditioned, or delayed and (iiiv) Compassin the case of any Tax Contest relating to income Taxes for a Straddle Period, (x) the Sellers’ Representative’s control rights shall be limited to those matters affecting the portion of such Straddle Period ending on and counsel including the Closing Date (but, for the avoidance of doubt, excluding any extraordinary items allocated entirely to Purchaser or its own choosingAffiliates pursuant to Section 706 of the 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 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to 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 notice thereof, the Purchaser shall have the right to control the conduct of any Tax Contest, including any settlement or compromise thereof; provided, however, that (i) the Purchaser shall provide the Sellers’ Representative the opportunity to participate fully, at its own expense, in all aspects of the defense of such Indemnity IssueTax 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) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI Purchaser shall not file settle or submit any protests, briefs, responses, petitions or other documents relating to compromise such Indemnity Issue with such relevant Taxing Authority or courts Tax Contest without the Sellers’ Representative’s prior written consent of Compassconsent, which consent shall not be unreasonably withheld withheld, conditioned, or delayeddelayed and provided further that the Sellers’ Representative shall consent (or be deemed to consent) to the making of any election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder with respect to any Tax Contest for a taxable period beginning on or after January 1, provided 2018. To the extent that UCRI may make a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company is an Affiliate of the Purchaser, the Purchaser shall cause such filing partnership representative to cooperate in implementing the provisions of this Section 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 submission if required Section 8.05, shall govern the conduct of such Tax Contest. Notwithstanding anything herein to comply 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 Purchaser shall have no rights hereunder with respect to any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Tax Contest.

Tax Contests. The Indemnitor and its representativesAfter the Closing Date, at the Indemnitor's expense, shall be entitled to participate (A) except as set forth in all conferences, meetings or proceedings with any Taxing Authoritythis Section 10.3(e), the subject matter Company shall control the conduct, through counsel of which is its own choosing, of any audit or includes an Indemnity Issue and (B) in all appearances before administrative or judicial proceeding involving any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the asserted Tax Return liability with respect to which there could be an increase the Company (each a “Tax Contest”). In the case of a Tax Contest after the Closing Date that relates solely to income Taxes in liability for any Pre-Closing Tax Periods, the LLC Seller may elect to control the conduct of such Tax Contest, using counsel or with respect accountants reasonably satisfactory to which a payment could be required hereunder the Company, but the Company shall have the right to decide as between participate in such Tax Contest at its own expense, and the parties hereto how LLC Seller shall not settle, compromise or concede any portion of such matter is Tax Contest that could affect the income Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date without the written consent of the Company, which consent will not be unreasonably withheld, delayed or conditioned; provided that, if the LLC Seller fails to be dealt with and finally resolved with assume control of the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with such Tax Contest within thirty (30) days following the other party and receipt by the LLC Seller of Notice of such Tax Contest from the Purchaser, then the Company shall have the right to take assume control of such other party's interests into accountTax Contest. If In the Indemnitor case of any Tax Contest relating to any Taxes in a Pre-Closing Tax Period (including any Straddle Tax Period) that is not controlled by the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, LLC Seller pursuant to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basisthis Section 10.3(e), (i) UCRI the LLC Seller shall have the right to participate in such Tax Contest at the expense of the LLC Seller and (ii) the Purchaser shall not allow the Company to settle any or otherwise resolve such Indemnity Issue Tax Contest without the prior written consent permission of Compassthe LLC Seller, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld conditioned or delayed, provided that UCRI may make in each case only to the extent such filing Tax Contest could result in the LLC Seller being liable pursuant to this Agreement or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4under applicable Law.

Tax Contests. The Indemnitor and If any governmental body or authority issues to the Company (i) a written notice of its representatives, at the Indemnitor's expense, shall be entitled intent to participate (A) in all conferences, meetings audit examine or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return conduct another proceeding with respect to which there could be an increase Taxes or Tax Returns of the Company for periods ending on or prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for Taxes that Sellers is obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax or Claim with respect to which Taxes or Tax Returns (a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no “Tax Return is or was required to be filed in respect of an Indemnity IssueContest”); provided, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), that (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, Sellers shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating Tax Contest to such Indemnity Issue, (v) UCRI shall provide the extent it relates to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating a Tax Return for a period ending on or prior to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts Closing Date and (viii) UCRI Purchaser and the Company shall not file settle or submit otherwise resolve any protests, briefs, responses, petitions Tax Contest (or any issue raised in such Tax Contest) if such settlement or other documents relating resolution relates to such Indemnity Issue with such relevant Taxing Authority or courts Taxes for which Sellers are liable under this Agreement without the prior written consent permission of Compass, Sellers’ Representative (which consent shall will not be unreasonably withheld or delayed). At the request of Sellers’ Representative, provided Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers’ Representative and the applicable taxing authority; provided, that UCRI may make (i) Seller shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) for which Sellers are liable under this Agreement as a result of such filing settlement or submission if other resolution, and (ii) the settlement or other resolution could not result in Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that Sellers are not required to comply with fully indemnify Purchaser or the Company for under the Agreement. If there is an adjustment to any deadline imposed by law Tax Return which creates a deficiency in any Taxes for which the Sellers are liable under this Agreement, Sellers shall pay to Purchaser or the applicable governmental authority the amount of such deficiency in Taxes within three (including by order 3) days of a court the Tax being due or administrative authoritythree (3) if UCRI has made commercially reasonable efforts to obtain days after written demand for payment or after final resolution of such prior consent. 5.4Tax Contest, whichever is later.

Tax Contests. If any Governmental Entity issues to the Company or any of its Subsidiaries a notice of deficiency, or of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the Company or any of its Subsidiaries, for any Pre-Closing Tax Period or Straddle Period that could adversely affect the Tax liability or any Tax position of any of the direct or indirect equity owners of the Company for any taxable period, then ParentCo shall notify the Representative, or the Representative shall notify ParentCo, as the case may be, of its receipt of such communication from the Governmental Entity within 10 days of receipt and provide the other party with copies of all correspondence and other documents received from the Governmental Entity. The Indemnitor and Representative shall control any audit or other proceeding with respect to income Taxes or income Tax Returns of the Company or its representatives, at the Indemnitor's expense, Flow-Through Entities for any Pre-Closing Tax Period; provided that ParentCo shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with such audit or other proceeding at its expense and the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Representative shall not settle or compromise any such Indemnity Issue audit or other proceeding without the prior written consent of CompassParentCo, which such consent shall not to be unreasonably withheldwithheld or delayed. ParentCo shall control any audit or other proceeding in respect of any income Taxes or income Tax Returns of the Company or its Flow-Through Entities for any Straddle Period; provided that the Representative, (ii) Compass, and counsel of at its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative audit or other proceeding and judicial meetingsParentCo shall not, conferencesand shall not allow the Group Companies to, hearings and other proceedings relating to such Indemnity Issuesettle, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt fromresolve, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit abandon any protests, briefs, responses, petitions such audit or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts proceeding without the prior written consent of Compassthe Representative, which such consent shall not to be unreasonably withheld or delayed. In the event of an audit or deficiency for a tax year commencing after December 31, provided that UCRI may 2017 with respect to the Company, the Partnership Representative of the Company shall make such filing or submission a timely election pursuant to Code Section 6221(b) of the Code, and if required to comply with any deadline imposed by law (including by order not applicable, a timely election under Section 6226(a) of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4the Code.

Tax Contests. Notwithstanding anything in this Agreement to the contrary, the Purchaser Group shall give prompt written notice to the Sellers of any commencement of a Tax audit or other Tax proceedings with respect to the Purchased Assets or the Transferred Entities that may give rise to the Sellers' obligation to make any payment pursuant to this Agreement. The Indemnitor and its representativesSellers shall have the right, at the Indemnitor's their own expense, shall be entitled to participate control any such Tax audit or Tax proceedings, resolve and 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 (A) in all conferences"Seller Tax Contest"); provided, meetings or proceedings that, with respect to any Taxing Authorityitem the adjustment of which reasonably could adversely affect the Tax liability of the Purchaser Group, the subject matter Business or the Transferred Entities in a Post‑Closing Period (in each case, other than related to any Seller Tax Contest of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Parent Consolidated Income Tax Return with respect to which there could be an increase in liability for any Tax or federal income Taxes), the Sellers shall consult with the Purchaser Group with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how resolution of such matter is to be dealt with issue, and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no not settle such issue, or file any Tax Return is or was required relating to be filed in respect of an Indemnity Issuesuch issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall the Purchaser Group (not to be unreasonably withheld, (ii) Compassconditioned or delayed). In the event the resolution of a Seller Tax Contest with respect to the Transferred Entities for federal income Taxes reasonably could adversely affect the Tax liability of the Purchaser Group, the Business or the Transferred Entities in a Post‑Closing Period, Share Seller shall provide written notification to Purchaser Group of the resolution of such issues. The Purchaser Group shall have the right, at its own expense, to control any other Tax audit, proceeding, or contest, and counsel resolve and defend against any other assessment, notice of its own choosingdeficiency, 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 fully, at its their own expense, in all aspects of expense if the defense outcome of such Indemnity Issueproceeding could cause the Sellers to become obligated to make any payment pursuant to this Agreement or could adversely affect the Tax liabilities of Seller Group; provided, (iii) UCRI that, with respect to any item the adjustment of which could cause Sellers 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 inform Compassconsult with Sellers with respect to the resolution of such issue, reasonably promptly in advanceand not settle such issue, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings or file any amended Tax Return relating to such Indemnity Issueissue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall the Sellers (not to be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4).

Tax Contests. The Indemnitor If any 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 of Buyer’s Affiliates, Buyer shall notify Seller of such claim or demand within 20 days of receipt thereof, and its representativesshall give Seller such information with respect thereto as Seller may reasonably request, provided, however, that later notice shall not relieve the 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 Indemnitor's amount payable pursuant to Section 12.01(a), calculated on the date of such payment. Seller may, at its own expense, shall be entitled participate in, and upon notice to participate Buyer, assume the defense of any such claim, suit, action, litigation, or proceeding (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for including any Tax or with respect audit). If Seller assumes such defense, Seller shall have the sole discretion as to which a payment could be required hereunder the conduct of such defense and Buyer shall have the right (but not the duty) to decide as between participate in the parties hereto how such matter is defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Seller. No claim may be settled, however, without the written consent of Buyer, not to be dealt with unreasonably withheld, conditioned, or delayed, if such claim would adversely affect the Tax liability of Buyer after the Closing Date in any material way. Whether or not Seller chooses to defend or prosecute any claim, Buyer and finally resolved with the appropriate Taxing Authority and Seller shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into accountdefense or prosecution thereof. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Seller shall not settle be responsible under Section 12.01(a) for (a) any such Indemnity Issue 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 Compassconsent, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt fromconditioned or delayed, or in advance of submission to (as b) any settlements (i) effected by Buyer after the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Closing without the prior written consent of CompassSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make such filing or submission if required (ii) resulting from any claim, suit, action, litigation or proceeding with respect to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts which Seller was not notified pursuant to obtain such prior consent. 5.4this Section 12.01(d).

Tax Contests. If any Governmental Entity issues to the Company or any Subsidiary of the Company (i) a notice of its intent to audit or conduct another Legal Proceeding with respect to Taxes of the Company or Subsidiary of the Company for any Pre-Closing Tax Period or Straddle Period or (ii) a notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, Acquirer shall notify the Securityholders’ Agent of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of Acquirer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Company Securityholders pursuant to this Agreement, except to the extent such failure or delay materially prejudices the Company Securityholders or Securityholders’ Agent. The Indemnitor and its representativesCompany or applicable Subsidiary of the Company shall control any audit or other Legal Proceeding in respect of any Tax Return or Taxes of the Company or a Subsidiary of the Company (a “Tax Contest”); provided, however, that (x) the Securityholders’ Agent, at the Indemnitor's Company Securityholders’ sole cost and expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between control or participate in any such Tax Contest to the parties hereto how such matter is extent it relates to be dealt with and finally resolved with a Pre-Closing Tax Period, (y) the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the IndemnitorSecurityholders’ Agent, at the Indemnitor's Company Securityholders’ sole cost and expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetingsTax Contest to the extent it relates to a Straddle Period, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (viz) UCRI Acquirer shall not file allow the Company or submit any protests, briefs, responses, petitions Subsidiary of the Company to settle or otherwise resolve any Tax Contest if such settlement or other documents relating resolution relates to such Indemnity Issue with such relevant Taxing Authority Taxes for a Pre-Closing Tax Period or courts Straddle Period without the prior written consent permission of Compass, the Securityholders’ Agent (which consent shall will not be unreasonably withheld or withheld, delayed, provided that UCRI may make such filing or submission if required conditioned) and the Securityholders’ Agent shall not agree to comply with settle or otherwise resolve any deadline imposed by law Tax Contest without the consent of Acquirer (including by order of a court which will not be unreasonably withheld, delayed, or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4conditioned).

Tax Contests. The Indemnitor (a) After the Closing, each of Buyer and its representatives, at Seller shall promptly notify the Indemnitor's expense, shall be entitled to participate (A) other in all conferences, meetings writing of the proposed assessment or proceedings with the commencement of any Taxing Authority, the subject matter Tax audit or administrative or judicial proceeding or of which is any demand or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return claim with respect to Taxes relating to the Company, of which there such party has been informed in writing by any Governmental Authority, which, if determined adversely to the taxpayer or after the lapse of time, could be an increase in grounds for indemnification under this Agreement. Such notice shall contain factual information (to the extent known to Seller, Buyer, or the Company) describing the asserted liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted liability for Taxes, provided, that failure to so notify Seller shall not relieve Seller of its obligations hereunder unless and to the extent Seller is actually and materially prejudiced thereby or to the extent that Seller waives any claims or defenses. In the case of a Tax audit or administrative or judicial proceeding with respect to which the Company (a payment could be required hereunder “Contest”) that relates to a Pre-Closing Tax Period, Seller shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitorright, at the Indemnitor's sole its expense, to litigate control the conduct of such Contest; provided, that (i) Seller shall diligently prosecute such Contest in good faith, (ii) Seller shall keep Buyer reasonably informed of the status of developments with respect to such Contest, (iii) Seller shall demonstrate to Buyer in writing Seller’s financial ability to provide full indemnification to Buyer with respect to such Contest (including the ability to post any bond required by the court or otherwise resolve any Indemnity Issue. If UCRI adjudicative body before which such Contest is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basisplace), (iiv) UCRI Seller shall, subject to the limitations set forth herein, agree in writing to be fully responsible for all losses relating to such Contest, (v) Seller shall not settle settle, discharge, or otherwise dispose of any such Indemnity Issue Contest without the prior written consent of CompassBuyer, which consent shall not be unreasonably withheld, (ii) Compassconditioned, or delayed, and counsel of (vi) Buyer, at its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and fully participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Contest.

Tax Contests. (a) Purchaser shall promptly notify the Seller Representative, and in any event within 20 days after receipt by Purchaser, the Company or its Subsidiaries, 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 or income of the Company or its Subsidiaries for a Pre-Closing Tax Period ("Tax Contest"). The Indemnitor and Seller Representative shall have the right, at its representativeselection, to control, at the IndemnitorSeller Representative's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder Contest, including any disposition of such Tax Contest; provided, however, that (i) Purchaser shall have the right right, directly or through its designated representatives, to decide as between the parties hereto how participate fully in such matter is Tax Contest, including to be dealt with review in advance and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate reasonably comment upon submissions made in the settlement course of any Indemnity Issue with the other party such Tax Contest and to take such other partyattend any in-person or telephonic meetings, and (ii) Purchaser's interests into account. If the Indemnitor is consent (not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (iiconditioned or delayed) Compassshall be required for any settlement by the Seller Representative that would be reasonably expected to materially and adversely affect the Tax liability or Tax attributes of the Specified Entities for any Relevant Tax Period. With respect to all Tax Contests that the Seller Representative does not elect to control pursuant to the immediately preceding sentence, Purchaser shall have the sole responsibility for, and counsel of its own choosingshall control, such Tax Contest, including the disposition thereof; provided, however, that with respect to such Tax Contests for a Pre- Closing Tax Period, (A) the Seller Representative shall have the right to participate fullyfully in such Tax Contest, at its own expenseincluding to review in advance and reasonably comment upon submissions made in the course of such Tax Contest and to attend any in-person or telephonic meetings, (B) Purchaser shall diligently pursue such Tax Contest in all aspects good faith as if it were the sole party in interest, and (C) the Seller Representative's consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement that would be reasonably expected to materially and adversely affect the Tax liability or Tax attributes of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, Sellers or in advance of submission to (as the case may be), the relevant Taxing Authority their direct or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4indirect owners.

Tax Contests. The Indemnitor After the Closing, each of Parent and its representativesthe Stockholders’ Agent shall promptly notify the other in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim, at the Indemnitor's expense, shall be entitled to participate (A) of which such party has been informed in all conferences, meetings or proceedings with writing by any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there or on Parent or the Company which, if determined adversely to the taxpayer or after the lapse of time, could (x) be an increase grounds for indemnification pursuant to Section 10.2 of this Agreement or (y) otherwise result in a Tax liability for any Tax or material reduction in tax attributes with respect to which a payment could be required hereunder tax period beginning before Closing; provided, that failure to so notify shall not diminish such obligation to indemnify except to the extent of material prejudice. In the case of a Tax audit or administrative or judicial proceeding (a “Tax Contest”) that relates solely to Pre-Closing Tax Periods, the Stockholders’ Agent shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitorsole right, at its expense (on behalf of the Indemnitor's sole expenseParticipating Stockholders), to litigate or otherwise resolve any Indemnity Issue. If UCRI is control the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year conduct of such Tax costs on a present value basis)Contest; provided, that (i) UCRI the Stockholders’ Agent shall not settle settle, discharge, or otherwise dispose of any such Indemnity Issue Tax Contest without the prior written consent of CompassParent, which consent shall not be unreasonably withheld, conditioned, or delayed, and (ii) Compass, and counsel of its own choosing, Parent shall have the right to fully participate fullyin any such Tax Contest at its own expense. Parent shall have the sole right, at its own expense, in all aspects to control the conduct of any Tax Contest that relates to a Straddle Period; provided, that (A) the defense Parent shall not settle, discharge, or otherwise dispose of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Tax Contest without the prior written consent of CompassStockholders’ Agent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed, provided that UCRI may make and (B) Stockholders’ Agent shall have the right to fully participate in any such filing Tax Contest at its own expense (on behalf of the Participating Stockholders). Parent shall control and shall have the right to discharge, settle, or submission if required otherwise dispose of all other Tax Contests. Parent and the Stockholders’ Agent agree to comply with cooperate in the defense of any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Tax Contest.

Tax Contests. The Indemnitor Each of Buyer and its representativesSeller shall notify the other party regarding, at the Indemnitor's expense, shall be entitled to participate and within three (A3) in all conferences, meetings or proceedings with any Taxing AuthorityBusiness Days after, the subject matter receipt by Buyer or any of which is its Affiliates (including the Acquired Companies) or includes an Indemnity Issue and (B) in all appearances before by Seller or any courtof its Affiliates, as the subject matter case may be, of which is notice of any inquiries, claims, notice of deficiency or includes an Indemnity Issue. The Responsible Party for other adjustment, assessments, redeterminations, audits or similar events relating to any Taxes of any of the Tax Return Acquired Companies with respect to any Pre-Closing Date Taxable Period or for which there could Seller may otherwise be an increase in liability for liable pursuant to this Agreement (“Tax Contests”); provided, that failure to so notify Seller or Buyer, as applicable, shall not relieve the other party of its obligations hereunder unless and to the extent Seller or Buyer, as applicable, is actually and materially prejudiced thereby. Seller may elect, at Seller’s sole expense, to have control over the conduct of any Tax or Contest with respect to which any Pre-Closing Date Taxable Period other than a payment could be required hereunder Tax Contest with respect to a Tax for a Straddle Period; provided that (i) Buyer shall have the right to decide as between participate in any such Tax Contest, (ii) Seller shall keep Buyer reasonably informed of the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect status of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party developments with respect thereto. The Responsible Party agrees to cooperate in the settlement such Tax Contest and (iii) Seller shall not settle, discharge, or otherwise dispose of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue Contest without the prior written consent of Compass, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall be entitled to control the conduct of any other Tax Contest; provided that (iii) Compass, and counsel of its own choosing, Seller shall have the right to participate fullyin any such Tax Contest, at its own expense, in all aspects (ii) Buyer shall keep Seller reasonably informed of the defense status of developments with respect to such Indemnity Issue, Tax Contest and (iii) UCRI Buyer shall inform Compassnot settle, reasonably promptly in advancedischarge, or otherwise dispose of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Tax Contest without the prior written consent of Compass, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make such filing ). All other Tax audits or submission if required proceedings with respect to comply with any deadline imposed the Acquired Companies shall be exclusively controlled by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Buyer.

Tax Contests. The Indemnitor and If any Tax authority issues to the Buyer or any Acquired Company (i) a notice of its representativesintent to audit, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings examine or proceedings with any Taxing Authority, the subject matter of which is or includes conduct an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return administrative proceeding with respect to which there could be an increase in liability Taxes or Tax Returns of a Acquired Company for any Pre-Closing Tax Period or Straddle Period; or (ii) a notice of deficiency, a notice of its intent to assess a deficiency or a notice of proposed adjustment concerning Taxes or Tax Returns of any Acquired Company for any Pre-Closing Tax Period or Straddle Period, or (iii) any other correspondence from any Governmental Entity related to a Pre-Closing Tax Period or Straddle Period the resolution of which could increase Tax of Seller (the items set forth in clauses (i) (ii), and (iii), each a “Tax Claim”), the Buyer shall promptly notify Seller of the receipt of such communication; provided that the failure or delay to notify Seller of a Tax Claim will not relieve Seller of any liability that he may have under this Agreement, except solely to the extent that Seller has been prejudiced by the Buyer's failure or delay to give such notice. Seller shall be permitted to control, defend, settle and resolve the contest of any Tax Claim for any Pre-Closing Tax Period for which all of the Taxes at issue are Seller Tax Liabilities with respect counsel reasonably satisfactory to which the Buyer, so long as Seller provides written notice to the Buyer of its intent to control such Tax Proceeding within fifteen (15) days after receiving notice of such matter and thereafter actively and diligently controls the same; otherwise, Buyer and the Company Parties may control, defend, settle and resolve such Tax Proceeding at Sellers' expense. The Party who would bear the largest proportion of any Tax resulting from a payment could be required hereunder Tax Claim related to a Straddle Period shall have the exclusive authority to control, defend, settle and resolve any Tax Proceeding relating to any Straddle Period. Each of the Buyer and Seller shall have the right to decide as between participate in a Tax Proceeding being controlled and defended against by the parties hereto how such matter is other with respect to be dealt with and finally resolved with a Pre-Closing Tax Period or Straddle Period at its sole expense. Notwithstanding anything to the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is contrary herein, Seller or was required to be filed in respect of an Indemnity Issuethe Buyer, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Partycase may be, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle be entitled to settle, either administratively or after the commencement of litigation, any such Indemnity Issue Tax Proceeding relating to a Pre-Closing Tax Period or Straddle Period without the prior written consent of CompassSeller or the Buyer, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall will not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4.

Tax Contests. The Indemnitor Purchaser and its representatives, at the Indemnitor's expense, shall be entitled Seller agree to participate (A) cooperate and to cause their Subsidiary and Affiliates to cooperate with each other to the extent reasonably required after the Closing Date in all conferences, meetings or proceedings connection with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before Actions conducted by a Tax Authority relating to any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return Taxes with respect to which there could be an increase or in liability relation to Genzyme Denmark or any other Transferred Asset for a Tax Period ending on or before the Closing Date or any Straddle 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 which a payment could be required hereunder shall have such Tax Contest) of the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect theretoContest. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fullySeller may, at its own expense, (i) participate in all aspects and (ii) with respect to any suits, actions or proceedings (including Tax audits) that relate either (a) to a consolidated, combined or unitary Tax Return of a group of which Seller or one of its post-Closing Affiliates is a part or (b) solely to Pre-Closing Tax Periods, assume the defense of any such Indemnity Issuesuit, action or proceeding (iiiincluding any Tax audit); provided that (1) UCRI Seller shall inform Compass, reasonably promptly in advance, of the date, thereafter consult with Purchaser upon Purchaser’s reasonable request for such consultation from time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to time with respect to such Indemnity Issuesuit, action or proceeding (ivincluding any Tax audit) Compass shall(2) Purchaser shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, be entitled to have its representatives (including counselseparate from the counsel employed by Seller, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi3) UCRI Seller shall not file settle any suit, action or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts proceeding in respect of which indemnity may be sought hereunder without the prior written consent of CompassPurchaser, which consent shall not be unreasonably withheld or delayed. In the case of any Tax Contest that the Seller may not control or does not choose to control pursuant to the provisions of this Section 11.7, provided that UCRI may make (1) Purchaser shall thereafter consult with Seller upon Seller’s reasonable request for such filing consultation from time to time with respect to such suit, action or submission if required to comply with any deadline imposed by law proceeding (including any Tax audit), (2) Seller shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by order Purchaser and (3) Purchaser shall not settle any suit, action or proceeding in respect of a court which indemnity may be sought hereunder without the consent of Seller, which consent shall not be unreasonably withheld or administrative authority) if UCRI has made commercially reasonable efforts delayed. Whether or not Seller chooses to obtain such prior consentdefend or prosecute any Tax Contest, all of the parties hereto shall cooperate in the defense or prosecution thereof. 5.4Notwithstanding anything to the contrary in this Agreement, this Section 11.7, rather than Section 13.5, shall govern the control of Tax Contests.

Tax Contests. If any Governmental Authority issues to the Company a notice of deficiency, or of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the Company, for any Pre-Closing Tax Period or Straddle Period that could adversely affect the Tax liability or any Tax position of any of the direct or indirect equity owners of the Company for any taxable period, then Ignite CAN shall notify the Transferor Representative, or the Transferor Representative shall notify Ignite CAN, as the case may be, of its receipt of such communication from the Governmental Authority within 10 days of receipt and provide the other party with copies of all correspondence and other documents received from the Governmental Authority. The Indemnitor and its representatives, at Transferor Representative shall control any audit or other proceeding with respect to the Indemnitor's expense, Taxes or Tax Returns of the Company for any Pre-Closing Tax Period; provided that Ignite CAN shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with such audit or other proceeding at its expense and the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Transferor Representative shall not settle or compromise any such Indemnity Issue audit or other proceeding without the prior written consent of CompassIgnite CAN, which such consent shall not to be unreasonably withheldwithheld or delayed. Ignite CAN shall control any audit or other proceeding in respect of any Taxes or Tax Returns of the Company for any Straddle Period; provided that the Transferor Representative, (ii) Compass, and counsel of at its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative audit or other proceeding and judicial meetingsIgnite CAN shall not settle, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt fromresolve, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit abandon any protests, briefs, responses, petitions such audit or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts proceeding without the prior written consent of Compassthe Transferor Representative, which such consent shall not to be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4.

Tax Contests. The Indemnitor and Purchaser shall notify the Seller within ten (10) days of its representativesreceipt of a written notice of, at or threatening, any Audit relating to the Indemnitor's expense, shall be entitled Company or any Company Subsidiary (a “Tax Contest”) for any Pre-Closing Tax Period or any Straddle Tax Period. With respect to participate (A) in all conferences, meetings any Tax Contest for any Pre-Closing Tax Period or proceedings with any Taxing AuthorityStraddle Tax Period, the subject matter Seller shall have the right (exercisable by Seller providing Purchaser with written notice thereof within thirty (30) days after Seller receiving notification of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect Contest from Purchaser) to which there could be an increase in liability for any control such Tax or with respect Contest at its expense and to which a payment could be required hereunder employ counsel of its choice and the Seller shall have the right to decide as between the parties hereto how determine, in its sole discretion, all issues relating to such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity IssueContest, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), except that (i) UCRI with respect to any Tax Contest relating to a Pre-Closing Tax Period, the Seller shall not agree to settle any such Indemnity Issue Tax liability or compromise any claim with respect to Taxes involving the Company or a Company Subsidiary, which settlement or compromise may materially affect the liability for Taxes of Purchaser or its Affiliates, without the prior written consent of Compass, Purchaser (which consent shall may not be unreasonably withheld, conditioned or delayed) and (ii) Compass, and counsel of its own choosing, shall have the right with respect to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings any Tax Contest relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be)a Straddle Tax Period, the relevant Taxing Authority or courts Seller shall allow Purchaser and (vi) UCRI its counsel to reasonably participate at Purchaser’s expense in such Tax Contest and shall not file agree to settle any Tax liability or submit compromise any protestsclaim with respect to Taxes involving the Company or a Company Subsidiary, briefswhich settlement or compromise may materially affect the liability for Taxes of Purchaser or its Affiliates, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, Purchaser (which consent shall may not be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make such filing or submission if ). Purchaser shall cause the Company to deliver to the Seller any power of attorney reasonably required to comply allow the Seller and its counsel to represent the Company or applicable Company Subsidiary in connection with any deadline imposed by law Tax Contest that the Seller is entitled to control hereunder and shall provide the Seller with such assistance as may be reasonably requested in connection with any such Tax Contest, at the Seller’s cost and expense. Purchaser shall control any other Tax Contests with respect to the Company or a Company Subsidiary except that Purchaser shall not agree to settle any Tax liability or compromise any claim with respect to Taxes involving the Company or a Company Subsidiary, which settlement or compromise may materially affect the liability for Taxes of the Seller, without the prior written consent of the Seller (including by order which consent may not be unreasonably withheld, conditioned or delayed). The Parties each agree to consult with and to keep the other Party informed on a regular basis regarding the status of any Tax Contest to the extent that such Tax Contest could materially affect a court or administrative authority) if UCRI has made commercially reasonable efforts liability of such other Party. For the avoidance of doubt, the Seller shall exclusively control the conduct and settlement of any Tax Contests with respect to obtain such prior consent. 5.4any Seller Tax Return.

Tax Contests. The Indemnitor and its representativesAfter the Closing Date, at Parent shall notify the Indemnitor's expenseStockholders’ Agent within ten (10) days of the commencement of any notice of Tax deficiency, shall be entitled to participate (A) in all conferencesproposed Tax adjustment, meetings Tax assessment, Tax audit, Tax examination or proceedings with any Taxing Authorityother administrative or court proceeding, the subject matter of which is suit, dispute or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return other claim with respect to which there could be an increase in liability for any Taxes (a “Tax Claim”) affecting the Taxes of or with respect to the Company or any of its Subsidiaries that, if determined adversely to the taxpayer or after the lapse of time would be grounds for a claim for indemnity pursuant to Section 8.2(a) hereof; provided, however, that a failure by Parent to provide notice of a Tax Claim within such ten (10) day period shall not entitle the Indemnifying Persons to reduce the amount of the liability required to be paid pursuant to the Tax Indemnity under Section 8.2(a) unless such failure results in a material detriment to the Indemnifying 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 promptly as possible but in no event later than ten (10) days after Parent’s receipt thereof, copies of all relevant notices and documents (including court papers) received by Parent. In the case of any Tax Claim relating to any Tax period ending on or before the Closing Date that, if determined adversely to the Company or any of its Subsidiaries would be grounds for a payment could be required hereunder claim for indemnity pursuant to Section 8.2(a) hereof, the Stockholders’ Agent (at its sole cost and expense) shall have the right to decide as between control the parties hereto how conduct of such matter is to be dealt with and finally resolved with the appropriate Taxing Authority Tax Claim and shall control all audits and similar proceedings. If no have the right to settle such Tax Return is or was required to be filed in respect of an Indemnity IssueClaim; provided, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)however, (i) UCRI that Parent may fully participate in the dispute of such Tax Claim, (ii) the Stockholders’ Agent shall not settle settle, compromise or dispose of any Tax Claim in a manner that could reasonably be expected to adversely affect the Company, any of its Subsidiaries, Parent or its affiliates after the Closing Date, (iii) the Stockholders’ Agent shall keep Parent timely informed with respect to the commencement, status and nature of any such Indemnity Issue Tax Claim and (iv) the Stockholders’ Agent shall not settle, compromise or dispose of any Tax Claim without the prior written consent of Compassthe Parent, which consent shall not be unreasonably withheld. In the case of any Tax Claim relating to the Taxes of any Straddle Period, (ii) Compass, Parent and counsel of its own choosing, shall have the right to participate fullyStockholders’ Agent may each participate, at its their own expense, in all aspects 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 defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, greatest portion of the dateadjustment; provided, time and place of all administrative and judicial meetingshowever, conferences, hearings and other proceedings relating to such Indemnity Issue, that the party controlling the Straddle Period Tax Claim (ivi) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file settle such audit or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts proceeding without the prior written consent of Compassthe other party, which consent shall not be unreasonably withheld or delayedand (ii) shall keep the other party timely informed with respect to the commencement, provided that UCRI may make status and nature of any such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Tax Claim.

Tax Contests. The Indemnitor and its representativesIn the event any tax authority informs any party of any proposed or actual audit, at examination, adjustment, claim, assessment, or demand (a "Tax Audit") concerning the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, amount of Taxes of the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return USA Companies with respect to which there could be an increase any Pre-Closing Period or Straddle Period, the party so informed shall notify each other party of such matter within ten (10) Business Days after receiving such notice. No failure or delay in informing the other party shall reduce or otherwise affect the obligations or liabilities of any party hereto, except to the extent such failure or delay shall have adversely affected the recipient party's ability to defend against any liability for any Tax or claim with respect to which such Taxes. Any notice shall be accompanied by a payment could be required hereunder copy of any written notice or other document received from the applicable tax authority with respect to such matter. The USA Seller shall have the sole right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issuecontrol, at its expense, the Indemnitor shall be treated as contest of the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement portions of any Indemnity Issue with audits, disputes, administrative, judicial or other proceedings relating to Taxes of the other party USA Companies for any Pre-Closing Period; provided, however, that if the USA Seller elects to control the contest, the USA Companies and to take such other party's interests into account. If the Indemnitor is not Purchaser shall have the Responsible Party, such cooperation may include permitting the Indemnitorright, at the Indemnitor's sole their expense, to litigate participate in such contest. For avoidance of doubt, the Purchaser and the USA Companies (and not the USA Seller) shall have the sole right to control the contest of the portion of any audits, disputes, administrative, judicial or otherwise resolve any Indemnity Issue. If UCRI is other proceedings relating to the Responsible Party and if taxes of the Taxes USA Companies for all Straddle Periods; provided, however, that the USA Seller, at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosingexpense, shall have the right to participate fullyin such contest as it may pertain to the pre-closing portion of such Straddle Period. No party hereto shall agree, at its own expense, in all aspects settle or compromise any issue related to Taxes of the defense of such Indemnity IssueUSA Companies with respect to any Pre-Closing Period or any Straddle Period, (iii) UCRI shall inform Compass, reasonably promptly in advance, which settlement or compromise would have any adverse impact on the liability for Taxes hereunder of the dateother party, time and place without consulting in good faith with such other party, provided, however, that any dispute with respect to a decision to agree, settle or compromise any issue related to Taxes of all administrative and judicial meetingsa consolidated, conferencescombined or unitary group whose members include a company which is not a USA Company with respect to any Pre-Closing Period shall be resolved in the USA Seller's sole discretion. Any disputes with respect to a decision to agree, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and settle or compromise any other documents relating issue referred to such Indemnity Issue promptly upon receipt from, or above shall be resolved in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4manner set forth in paragraph 16.10.

Tax Contests. The Indemnitor Company and its representatives, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder duly appointed representatives shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate negotiate, resolve, settle or contest any claim for Tax asserted by any Taxing Authority against the Company or any of its Affiliates, which Affiliates include Media and shall control its Subsidiaries for all audits Pre-Closing Periods and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issueall taxable periods that include the Closing Date, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Partyprovided, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)however, (i) UCRI when and if the Company becomes reasonably aware that there is a reasonable likelihood that a Loss that a Company Indemnitee may suffer with respect to such claim, if sustained, would be indemnifiable in whole or in part by Acquiror or any of its Affiliates, the Company shall promptly give Acquiror notice in writing of such claim and shall furnish Acquiror with copies of all writings received from the relevant Taxing Authority relating to such claim to the extent such claim or writings relate to a Tax with respect to which the Company may seek indemnification from the Acquiror hereunder (but the failure to do so shall relieve the Acquiror of its obligation hereunder only to the extent such failure materially impairs its ability to participate in the contest of such claim); (ii) the Company shall keep the Acquiror reasonably informed of the nature of all actions taken to contest such claim, shall consult in good faith with the Acquiror with respect to the contest of such claim and shall permit the Acquiror to review and comment on all the portions of relevant written submissions related to such claim; (iii) upon Acquiror's written request and written acknowledgement that, unless it is established upon the resolution of such claim that such Loss was in no part attributable to an indemnifiable act or failure to act by Acquiror or any of its Affiliates, it will be liable to indemnify the Company Indemnitee with respect to part or all of the Loss the Company Indemnitee would suffer if such claim were sustained, Acquiror shall be permitted at its own expense to participate in the contest of the imposition, validity, applicability or amount of such claim and the decisions relating thereto, including the decisions whether any action to contest such claim will initially be by way of judicial or administrative proceedings, or both and whether any such claim will be contested by resisting payment thereof or by paying the same and seeking a refund thereof (but in the event of disagreement between the parties with respect to any such decision relating to the contest of such claim, the Company's position shall prevail provided it represents in writing, upon Acquiror's written request, that such position is based upon consideration in good faith and in a reasonable manner factors solely relating to the indemnifiable claim); provided, further, that the Company shall not settle any such Indemnity Issue claim or fail to take further action with respect to such claim without the prior written consent of CompassAcquiror, which consent shall not be unreasonably withheld. The Company and Acquiror shall each bear its own expenses incurred in connection with the contest of any claims for Tax. The Company shall, if requested by Acquiror in a timely written request, appeal any adverse decision of any court with respect to a claim for Tax with respect to which the Company may seek indemnification from Acquiror hereunder; provided, however, that the Company shall not be obligated to make any such appeal if (i) upon written request of the Company, Acquiror's independent tax counsel fails to provide at Acquiror's expense a written opinion to the Company that such an appeal would have a reasonable prospect for success or (ii) Compassthe Company provides to Acquiror its written acknowledgement that Acquiror will be liable to indemnify the Company for less than 50% of the dollar amount of the claims relating to the Prior Transactions, the Spin-off, the contributions of assets by Media to Fairxxxxx xxx the transactions contemplated hereby that are then appealable by the Company in such case and the written opinion of the Company's independent tax counsel that there is not a reasonable prospect for success in the appeal of its own choosingthe adverse decision that is the subject of Acquiror's written request; and provided, further, that the Company shall have not be obligated to appeal an adverse decision to the right to participate fully, at its own expense, in all aspects of Supreme Court. If the Company does not assume the defense of any such Indemnity Issueclaim for Tax asserted against Media or its Subsidiaries, (iii) UCRI shall inform CompassAcquiror or Media or its Subsidiaries may defend the same in such manner as it may deem appropriate, reasonably promptly in advanceincluding, but not limited to, settling such audit or proceeding with the consent of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compassindemnitor, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4withheld.

Tax Contests. The Indemnitor After the Closing, each of Acquiror and its representativesSeller shall promptly notify the other in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding (a “Tax Contest”) or of any demand or claim with respect to Taxes, at the Indemnitor's expense, shall be entitled to participate (A) of which such party has been informed in all conferences, meetings or proceedings with writing by any Taxing Authority, of Acquiror or the subject matter Company Group or any of which its Subsidiaries, which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under this Agreement. Such notice shall contain factual information (to the extent known to Seller, Acquiror, or any member of the Company Group) describing the asserted Liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Liability for Taxes, provided, that failure to so notify Seller shall not relieve Seller of its obligations hereunder unless and to the extent Seller is or includes an Indemnity Issue actually and materially prejudiced thereby. In the case of a Tax Contest that relates to a Pre-Closing Tax Period, Seller shall have the right, at its expense, to control the conduct of such Tax Contest; provided, that (Bi) Seller shall diligently prosecute such Tax Contest in all appearances before any courtgood faith, (ii) Seller shall keep Acquiror reasonably informed of the subject matter status of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return developments with respect to which there could be an increase in liability for any such Tax Contest, (iii) Seller shall not settle, discharge, or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement otherwise dispose of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue Contest without the prior written consent of Compass, which Acquiror(such consent shall not to be unreasonably withheld, conditioned, or delayed) and (iiiv) Compass, and counsel of its own choosing, Acquiror shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and fully participate in any such administrative Tax Contest at its sole expense. Acquiror shall control and judicial meetingsshall have the right to discharge, conferencessettle, hearings and or otherwise dispose of all other proceedings relating Tax Contests; provided, that with respect to any Tax Contest to the extent it relates to the pre-Closing portion of any Straddle Period, (i) Acquiror shall keep Seller reasonably informed of the status of developments with respect to such Indemnity IssueTax Contest, (vii) UCRI Acquiror shall provide to Compass all informationnot settle, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt fromdischarge, or in advance otherwise dispose of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Tax Contest without the prior written consent of Compass, which Seller (such consent shall not to be unreasonably withheld withheld, conditioned, or delayed) and (iii) Seller shall have the right to fully participate in any such Tax Contest. To the extent of any inconsistency between this Section 10.1(g) and Section 9.6, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authoritythis Section 10.1(g) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4shall control.

Tax Contests. The Indemnitor If any Governmental Authority issues to the Company or any of its Subsidiaries a notice of deficiency, or of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the Company or any of its Subsidiaries, for any Pre-Closing Tax Period or Straddle Period that could adversely affect the Tax liability or any Tax position of any of the direct or indirect equity owners of the Company for any taxable period, then the Company shall notify Harvest and the Company Representative, or the Company Representative shall notify Harvest, as the case may be, of its representativesreceipt of such communication from the Governmental Authority within ten (10) days of receipt and provide the other party with copies of all correspondence and other documents received from the Governmental Authority. Upon written notice to ParentCo and Harvest, at the Indemnitor's expense, Company Representative shall control any audit or other proceeding with respect to Income Taxes or Income Tax Returns of the Company or its Subsidiaries for any Pre-Closing Tax Period; provided that ParentCo shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with such audit or other proceeding at its expense and the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Company Representative shall not settle settle, compromise, resolve, or abandon any such Indemnity Issue audit or other proceeding without the prior written consent of CompassParentCo, which such consent shall not to be unreasonably withheldwithheld or delayed. ParentCo shall control any audit or other proceeding in respect of any non-Income Tax Returns of the Company or its Subsidiaries for any Pre-Closing Tax Period and any Tax Returns of the Company or its Subsidiaries for any Straddle Period; provided that the Company Representative, (ii) Compass, and counsel of at its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative audit or other proceeding and judicial meetingsParentCo shall not, conferencesand shall not allow the Companies to, hearings and other proceedings relating to such Indemnity Issuesettle, (v) UCRI shall provide to Compass all informationcompromise, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt fromresolve, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit abandon any protests, briefs, responses, petitions such audit or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts proceeding without the prior written consent of Compassthe Representative, which such consent shall not to be unreasonably withheld or delayed. In the event of an audit or deficiency for a tax year commencing after December 31, provided that UCRI may 2017 with respect to the Company, the Partnership Representative of the Company shall make such filing or submission a timely election pursuant to Code Section 6221(b) of the Code, and if required to comply with any deadline imposed by law (including by order not applicable, a timely election under Section 6226(a) of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4the Code.

Tax Contests. Each of Buyer and Seller shall use commercially reasonable efforts to notify the other Party in writing within 30 days of receipt of written notice of any pending or threated audit, examination, contest or other proceeding relating to any Taxes or Tax Return of any Company Group Member in respect of any Pre-Closing Tax Period or that would reasonably be expected to result in an indemnification obligation under Section 6.8(l), other than any such contest that relates to a Combined Tax Return (such audit, examination, contest or proceeding, a “Pre-Closing Tax Proceeding”); provided, that no failure or delay of Buyer or Seller in providing such notice shall reduce or otherwise affect the obligations of the other Party pursuant to this Agreement, except and solely to the extent that the defense of such Pre-Closing Tax Proceeding is directly and materially adversely prejudiced as a result of such failure or delay. Sellers shall, at their own cost and expense, control any audit, examination or contest relating to a Combined Tax Return, provided that, to the extent any such audit, examination or contest relates to (x) any breach of or inaccuracy in any Seller Fundamental Tax Warranty or (y) the Allocation, (1) Sellers shall keep Buyer reasonably informed with respect to the commencement, status and nature of any such audit, examination or contest relating thereto and (2) Sellers shall consider reasonable comments proposed by Buyer that are related to the defense of the portion of any such proceeding relating to the Seller Fundamental Tax Warranties or the Allocation. Sellers shall, at their own cost and expense, have the right to control, upon delivery of written notice to Buyer, any Pre-Closing Tax Proceeding that would reasonably be expected to result in an indemnification obligation under Section 6.8(l) or otherwise result in any increased tax liability of Seller or its Affiliates (other than the Company Group), other than any such Pre-Closing Tax Proceeding for a Straddle Period. The Indemnitor and its representativesCompany shall, at the Indemnitor's Company’s cost and expense, control the conduct and defense of any other Pre-Closing Tax Proceeding, including any such Pre-Closing Tax Proceeding for a Straddle Period. The Party that controls any Pre-Closing Tax Proceeding pursuant to this Section 6.8(m) (other than, for the avoidance of doubt, any contest that relates to a Combined Tax Return) shall (i) keep the other Party reasonably informed regarding the status of such Pre-Closing Tax Proceeding, (ii) act in good faith in conducting and contesting such Pre-Closing Tax Proceeding with the relevant Governmental Entity and (iii) not settle, compromise or resolve any portion of such Pre-Closing Tax Proceeding without the other Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Party that does not control any such Pre-Closing Tax Proceeding shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement conduct of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Pre-Closing Tax Proceeding at such Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's ’s sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate by participating in any such administrative meetings and judicial meetingsteleconferences in connection therewith, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4extent permitted under applicable Law.

Tax Contests. The Indemnitor After the Closing Date, Parent, the Company and its representativesthe Stockholders’ Representative, at the Indemnitor's expenserespectively, shall be entitled inform the other party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, Taxes of the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return Company with respect to which there could be an increase in liability for any a pre-closing Tax period or with respect to which a payment could be required hereunder Straddle Period (“Tax Contest”). After the Closing Date, Parent shall have the exclusive right to decide as between represent the parties hereto how such matter is to be dealt with interests of Parent in any and finally resolved with all Tax Contests; provided, however, that the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, Stockholders’ Representative shall have the right to participate fully, in any such Tax Contest and to employ counsel at its own expense, expense (which shall be deemed reimbursable expenses under Section 9.10) of its choice (which counsel shall be reasonably acceptable to Parent) for purposes of such participation to the extent that any such Tax Contest could reasonably be expected to result in all aspects a Tax indemnification liability of the defense of Stockholders pursuant to this Agreement. In the event that Parent proposes to compromise or settle any Tax Contest, or consent or agree to any Tax liability, relating to the Company that would result in an indemnity payment by the Stockholders, the Stockholders’ Representative shall have the right to review such Indemnity Issueproposed compromise, (iii) UCRI settlement, consent or agreement. Parent shall inform Compass, reasonably promptly not agree or consent to compromise or settle any Tax Contest on a basis that would result in advance, a Tax liability of the date, time and place Company for a pre-closing Tax period or liability of all administrative and judicial meetings, conferences, hearings and other proceedings relating the Stockholders for indemnification unless (i) the Stockholders’ Representative consents to such Indemnity Issuesettlement, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, compromise or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compassconcession, which consent shall will not be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make or (ii) Parent shall have agreed in writing to accept responsibility and liability for the payment of such filing Taxes and to forego any indemnification under this Agreement with respect to such Taxes. In the event of any conflict or submission if required to comply with any deadline imposed by law (including by order overlap between the provisions of a court or administrative authoritythis Section 6.3(d) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4and Section 9.4, the provisions of this Section 6.3(d) shall govern.

Tax Contests. The Indemnitor and its representativesIf, at after the Indemnitor's expenseClosing Date, shall be entitled Purchaser receives notice of an audit or administrative or judicial proceeding with respect to participate (A) in all conferences, meetings any Asset Tax or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase Asset Taxes related to any taxable period ending prior to the Effective Time (a “Tax Contest”), Purchaser shall notify Seller within ten (10) days of receipt of such notice; provided, that the failure of Purchaser to provide such notice will not relieve Seller of its obligations under this Agreement except to the extent such failure results in liability for any insufficient time being available to permit Seller to effectively defend against or participate in a Tax Contest or with respect otherwise prejudices Seller’s ability to which defend against or participate in a payment could be required hereunder Tax Contest. Seller shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitoroption, at the Indemnitor's its sole cost and expense, to litigate or otherwise resolve control any Indemnity Issue. If UCRI is the Responsible Party such Tax Contest and may exercise such option by providing written notice to Purchaser within fifteen (15) days of receiving notice of such Tax Contest from Purchaser; provided, that if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)Seller exercises such option, Seller shall (i) UCRI shall keep Purchaser reasonably informed of the progress of such Tax Contest, (ii) permit Purchaser (or Purchaser’s counsel) to participate, at Purchaser’s sole cost and expense, in such Tax Contest, including in meetings with the applicable Governmental Authority, and (iii) not settle settle, compromise and/or concede any portion of such Indemnity Issue Tax Contest without the prior written consent of CompassPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If, after the Closing Date, Purchaser 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 (iia “Straddle Period Tax Contest”), Purchaser shall notify Seller within ten (10) Compassdays of receipt of such notice. Purchaser shall control any Straddle Period Tax Contest; provided, and counsel that Purchaser shall (x) keep Seller reasonably informed of its own choosingthe progress of such Straddle Period Tax Contest, shall have the right (y) permit Seller (or Seller’s counsel) to participate fullyparticipate, at its own Seller’s sole cost and expense, in all aspects of such Straddle Period Tax Contest, including in meetings with the defense applicable Governmental Authority and (z) not settle, compromise and/or concede any portion of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Straddle Period Tax Contest without the prior written consent of CompassSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4.

Tax Contests. The Indemnitor Buyer and its representativesthe Company (following the Closing), at on the Indemnitor's expenseone hand, and Sellers, on the other hand, shall be entitled to participate (A) in all conferencespromptly notify each other upon receipt by such Party of written notice of any inquiries, meetings claims, assessments, audits or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return similar events with respect to which there could be an increase in liability for Taxes relating to a Pre-Closing Tax Period (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so notify any other Party of any Tax or Contest shall not relieve such other Party of any liability with respect to which such Tax Contests except to the extent such Party was actually prejudiced as a payment could be required hereunder result thereof. Sellers shall have sole control of the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control conduct of all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party Contests with respect thereto. The Responsible Party agrees to cooperate in a taxable period ending on or before the Closing Date except to the extent that such Tax Contest is related to the Tax Returns of the Company on which the consequences of the Section 338(h)(10) Election are reported, including any settlement or compromise thereof, provided, however, that Sellers shall keep Buyer reasonably informed of the progress of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible PartyTax Contest, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if such Tax Contest could reasonably be expected to have an adverse effect on the Taxes at issue Company or Buyer in a taxable period (or portion thereof) beginning on or after the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)Closing Date, (i) UCRI Sellers shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have provide Buyer with the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative Tax Contest at Buyer’s expense, and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file affect any settlement or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts compromise without the Buyer’s prior written consent of Compassconsent, which consent shall not be unreasonably withheld or delayed. Except as provided below, provided Buyer shall have sole control with respect to Tax Contests involving Straddle Periods and all Tax Contests to the extent relating to the Tax Returns of the Company on which the consequences of the Section 338(h)(10) Election are reported and shall keep Shareholder Representative reasonably informed of the progress of any such Tax Contest, and shall not affect any settlement or compromise with respect to which Sellers are liable without obtaining Shareholder Representative’s prior written consent thereto, which shall not be unreasonably withheld or delayed; provided, however that UCRI may make if such filing Tax Contest could reasonably be expected to have an adverse effect on either the Company, for any period ending on or submission prior to the Closing Date, or any Seller, then Buyer shall provide Shareholder Representative with the right to participate in such Tax Contest at Sellers’ expense. In such a case, if required Shareholder Representative exercises such right, then to comply with the extent a matter raised during such Tax Contest would reasonably be expected to have an adverse effect on either the Company, for any deadline imposed by law (including by order period ending on or prior to the Closing Date, or any Seller, then Buyer shall not effect any settlement or compromise of a court that matter without obtaining Shareholder Representative’s prior written consent, which shall not be unreasonably withheld or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4delayed.

Tax Contests. The Indemnitor If notice of any claim, audit, examination, or other proposed change or adjustment by any taxing authority, as well as any notice of assessment and its representativesany notice and demand for payment, concerning any Taxes for any taxable period (or portion thereof, as determined under Section 7.15(b)) ending on or before the Closing Date (a “Tax Proceeding”) shall be received by Purchaser, Purchaser shall promptly inform Seller in writing of such Tax Proceeding. Seller shall have the right, at its expense to represent the Indemnitor's expenseinterests of the Companies or the Subsidiaries and control the prosecution, defense and settlement of any Tax Proceeding relating exclusively to taxable periods ending on or before the Closing Date; provided, however, to the extent (and only to the extent) that the resolution of any such Tax Proceeding is reasonably certain to (as reasonably determined by Seller) have a material negative impact on the Companies or the Subsidiaries in any taxable period that does not end on or before the Closing Date, Seller shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue keep Purchaser fully and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return timely informed with respect to which there could be an increase in liability for any the commencement, status and nature of the portion of such Tax Proceeding that may so impact the Companies or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with Subsidiaries and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue portion of the Tax Proceeding without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of CompassPurchaser, which consent shall not be unreasonably withheld or delayed. Purchaser shall represent, provided at its expense, the interests of the Companies and the Subsidiaries in any Tax Proceeding relating to any taxable period that UCRI may make begins before the Effective Time and ends after the Effective Time; provided, however, that (i) Purchaser shall allow Seller and its counsel to participate in any such filing or submission if required Tax Proceeding at Seller’s sole expense; (ii) Purchaser shall keep Seller fully and timely informed with respect to comply with any deadline imposed by law the commencement, status and nature of such Tax Proceeding; and (including by order of a court or administrative authorityiii) if UCRI has made commercially reasonable efforts the results of any such Tax Proceeding involve an issue that is the subject of indemnification by Seller pursuant to obtain Section 9.2 or for which a refund may be available to Seller, then Purchaser and Seller shall, subject to the indemnification procedures set forth in Section 9.4 to the extent not inconsistent with this Section 7.15(d), jointly control the prosecution, defense and settlement of any such prior consentTax Proceeding; each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld or delayed. 5.4Purchaser shall have sole control of any Tax Proceeding relating exclusively to periods beginning after the Closing Date.

Tax Contests. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled (i) With respect to participate any Tax Proceeding relating to (A) a Pre-Closing Tax Period (other than a Straddle Period), (B) any Taxes that are Excluded Liabilities or (C) a consolidated Tax Return (of which Seller or any of its Affiliates is a part), Seller may choose in its sole discretion (at its expense) to control all conferencesproceedings and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel), meetings and, without limiting the foregoing, may, in its sole discretion, pursue or proceedings forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing AuthorityAuthority with respect thereto, and may, in its sole discretion, either pay the subject matter of which is applicable Tax liability and xxx for a refund or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for contest the Tax Return at issue in such Tax Proceeding; provided, however, that notwithstanding the foregoing, with respect to which there any such Tax Proceeding other than a Tax Proceeding described by clause (C), to the extent that such Tax Proceeding could reasonably be expected to result in an increase indemnity obligation of Buyer under Section 7.06(c) or otherwise have an adverse effect on the Transferred Assets or the Business in liability for any a Post-Closing Tax or with respect to which a payment could be required hereunder Period, Buyer shall have the right to decide as between the parties hereto how participate in such matter is Tax Proceeding (including attending any conferences and having a reasonable opportunity to be dealt with comment on any written materials), and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation Tax Proceeding may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue occur without the prior written consent of Compass, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, with respect to any Tax Proceedings described above in clause (iiA), (B) Compassor (C) that Seller does not control, and counsel of its own choosing, Seller shall have the right to participate fullyin such Tax Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written materials), at its own expense, in all aspects of the defense and no settlement of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case Tax Proceeding may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts occur without the prior written consent of Compass, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed). With respect to any Tax Proceeding relating to a Straddle Period with respect to the Transferred Assets or the Business, provided that UCRI Buyer may choose in its sole discretion (at its expense) to control all proceedings and may make all decisions taken in connection with such filing Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or submission if required to comply forego any and all administrative appeals, proceedings, hearings and conferences with any deadline imposed by law Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and xxx for a refund or contest the Tax at issue in such Tax Proceeding; provided, however, that, notwithstanding the foregoing, Seller shall have the right to participate in such Tax Proceeding (including by order attending any conferences and having a reasonable opportunity to comment on any written materials), and no settlement of such Tax Proceeding may occur without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, with respect to any Tax Proceeding relating to a court Straddle Period described in the previous sentence that Buyer does not control, Buyer shall have the right to participate in such Tax Proceeding (including attending any conferences and having a reasonable opportunity to comment on any written materials), and no settlement of such Tax Proceeding may occur without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4delayed).

Tax Contests. The Indemnitor and Buyer shall notify Seller within thirty (30) days of its representativesreceipt of any notice of any federal, at state or local audits, examinations or other proceedings relating to Taxes or Tax Returns of the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings Company or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability its Subsidiaries for any Pre-Closing Tax Periods (any such proceedings, a “Tax Contest”); provided, however, that no delay or with respect failure on the part of Buyer in so notifying Seller shall relieve Seller of any liability or obligation hereunder, except to which a payment could be required hereunder the extent of any liability or prejudice directly caused by or arising out of such delay or failure. Seller shall have the right to decide as between control any such Tax Contest for a taxable period ending on or before the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity IssueClosing Date; provided, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis)however, (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, Buyer shall have the right to participate fullyin any such Tax Contest, at its own Buyer’s expense, in all aspects (ii) Seller shall keep Buyer reasonably informed of the defense status of such Indemnity IssueTax Contest (including providing Buyer with copies of all material written correspondence regarding such Tax Contest), and (iii) UCRI Seller shall inform Compassnot settle or resolve such Tax Contest without Buyer’s prior consent, reasonably promptly in advancesuch consent not to be unreasonably withheld, of conditioned or delayed. Buyer shall have the dateright to control any Tax Contest for any Straddle Periods; provided, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issuehowever, (ivi) Compass shall, at its own expense, be entitled Seller shall have the right to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetingsTax Contest, conferences, hearings and other proceedings relating to such Indemnity Issueat Seller’s expense, (vii) UCRI Buyer shall provide to Compass keep Seller reasonably informed of the status of such Tax Contest (including providing Seller with copies of all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to material written correspondence regarding such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts Tax Contest) and (viiii) UCRI to the extent that it would result in any liability for Seller pursuant to this Agreement or otherwise, Buyer shall not file settle or submit any protestsresolve such Tax Contest without Seller’s prior consent, briefs, responses, petitions or other documents relating such consent not to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4.

Tax Contests. The Indemnitor (a) After the Closing, each of the Buyer and its representatives, at the Indemnitor's expense, Seller shall be entitled to participate (A) promptly notify the other in all conferences, meetings writing of the proposed assessment or proceedings with the commencement of any Taxing Authority, the subject matter Tax audit or administrative or judicial proceeding or of which is any demand or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return claim with respect to Taxes relating to the Company, of which there such party has been informed in writing by any Governmental Authority, which, if determined adversely to the taxpayer or after the lapse of time, could be an increase in grounds for indemnification under this Agreement. Such notice shall contain factual information (to the extent known to the Seller, the Buyer, or the Company) describing the asserted liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted liability for Taxes, provided, that failure to so notify the Seller shall not relieve the Seller of its obligations hereunder unless and to the extent the Seller is actually and materially prejudiced thereby or to the extent that the Seller waives any claims or defenses. In the case of a Tax audit or administrative or judicial proceeding with respect to which the Company (a payment could be required hereunder “Contest”) that relates to a Pre-Closing Tax Period, the Seller shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitorright, at the Indemnitor's sole its expense, to litigate control the conduct of such Contest; provided, that (i) the Seller shall diligently prosecute such Contest in good faith, (ii) the Seller shall keep the Buyer reasonably informed of the status of developments with respect to such Contest, (iii) the Seller shall demonstrate to the Buyer in writing the Seller’s financial ability to provide full indemnification to the Buyer with respect to such Contest (including the ability to post any bond required by the court or otherwise resolve any Indemnity Issue. If UCRI adjudicative body before which such Contest is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basisplace), (iiv) UCRI the Seller shall, subject to the limitations set forth herein, agree in writing to be fully responsible for all losses relating to such Contest, (v) the Seller shall not settle settle, discharge, or otherwise dispose of any such Indemnity Issue Contest without the prior written consent of Compassthe Buyer, which consent shall not be unreasonably withheld, (ii) Compassconditioned, or delayed, and counsel of (vi) the Buyer, at its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and fully participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Contest.

Tax Contests. The Indemnitor If a claim is made in writing against ------------- any Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to Section 10.3.1, such Tax Indemnitee shall promptly notify Lessee in writing, provided that, without prejudice to any rights or claims for damages Lessee may have as a result of such failure, the failure to so notify Lessee will not reduce Lessee's obligation under Section 10.3 except if such failure precludes the contest of such claim. Subject to the next sentence, if requested by Lessee in writing within thirty (30) days after receipt by Lessee of a notice described in the preceding sentence, such Tax Indemnitee and, if required or appropriate to prosecute such contest, any other Tax Indemnitee, shall permit such Lessee, to contest in the name of Lessee, and its representativesif such contest by such Lessee in the name of such Lessee is not permissible or allowed, shall, at the Indemnitorrequest of Lessee, permit such Lessee to contest in the name of the Tax Indemnitee and, if such contest by Lessee in the name of the Tax Indemnitee is not permissible or allowed, shall, at the request of Lessee diligently contest in good faith (including pursuing all administrative and judicial appeals) the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings; provided that (i) prior to taking such action Lessee shall -------- have agreed to pay and shall have provided an undertaking reasonably acceptable to such Tax Indemnitee with respect thereto or shall have paid each Tax Indemnitee that is engaged in such contest in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountant's expensefees and disbursements and costs of administrative and judicial proceedings, and the amount of any interest or penalties which may be payable as a result of contesting such claim, (ii) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes (such election to be within the sole discretion of Lessee), Lessee shall have advanced such Tax Indemnitee sufficient funds (on an interest-free basis and on an After-Tax Basis) to make such payment, (iii) any action to be taken will not result in a material risk of sale, forfeiture or loss of Lessor's title to, or Lessor's or Collateral Agent's interest in, any Item of Equipment unless Lessee shall have made provision against such risk in a manner acceptable to such Tax Indemnitee in its sole discretion, (iv) such Tax Indemnitee shall not have determined, based on an opinion of such Tax Indemnitee's counsel, that such action is reasonably likely to result in adverse consequences to the future tax liability of such Tax Indemnitee not indemnified to such Tax Indemnitee's satisfaction and (v) Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its liability hereunder for such Taxes, provided that such acknowledgment shall not be binding on such Lessee if the contest of such Taxes is resolved through a written opinion of an adjudicator stating a basis for such resolution that demonstrates Lessee has no liability to such Tax Indemnitee hereunder for such Taxes and provided further, ---------------- that such Lessee shall have no right to contest in the name of a Tax Indemnitee, and such Tax Indemnitee shall itself contest, if the contest involves issues with respect to which Lessee would not be required to indemnify such Tax Indemnitee hereunder and which cannot be severed by reasonable efforts of such Tax Indemnitee from all issues with respect to which Lessee would be liable hereunder or the severance of which would adversely affect the position of such Tax Indemnitee, and in any such contest such Tax Indemnitee may in its sole discretion select the forum for such contest and determine in good faith the manner in which such contest shall be conducted, including, without limitation, the pursuit of appeals, but shall consult with Lessee and its counsel in good faith with respect to such Lessee's interests with respect to contest. If a claim for Taxes is made in writing against any Tax Indemnitee and such Tax Indemnitee complies with its obligations under this Section 10.3.6, Lessee and such Tax Indemnitee shall, for purposes of determining the amount, if any, payable to such Tax Indemnitee under Section 10.3, be bound by the results of any contest under this Section 10.3.6 (or by the final written assessment by the relevant taxing authority, if Lessee elect not to contest under this Section 10.3.6) as to the amount of Tax due to the relevant taxing jurisdiction, the validity and applicability of such Tax, and any stated reason as to the basis for the imposition of such Tax contained in the final determination with respect to such contest. If any Tax Indemnitee shall determine in its sole discretion that it has either obtained a refund of or been granted a credit, deduction or other allowance or reduction against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder for amounts corresponding to all or any part of any Taxes which Lessee shall have paid to any Tax Indemnitee or for which Lessee shall have reimbursed any Tax Indemnitee hereunder, such Tax Indemnitee shall, provided that no Lease Event of Default shall have occurred and be continuing, pay to Lessee an amount which is equal to the sum of the amount of such refund or credit, deduction or other allowance or reduction, plus any interest received (or credited against Taxes for which Lessee is not obligated to indemnify such Tax Indemnitee hereunder) on such refund fairly attributable to any Taxes paid by such Lessee or with funds provided by Lessee prior to the receipt of such refund, reduced by any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund and interest, and increased by any tax benefit realized by Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this sentence so as to return such Tax Indemnitee to the same net after-tax position it would have been in if the Taxes so refunded or credited had not been imposed; provided further, that a ---------------- Tax Indemnitee shall not be obligated to pay any Lessee an amount in excess of all amounts of Taxes (and additional amounts described in Section 10.3) previously paid by Lessee pursuant to Section 10.3 to such Tax Indemnitee, provided further, however, that such Tax Indemnitee shall pay any amounts that ------------ ------- it is not required to pay to Lessee solely by reason of the foregoing proviso at such time as Lessee shall have made any additional payments to such Indemnitee pursuant to Section 10.3 hereof equal to such amounts, and if a Lease Event of Default shall have occurred and be continuing, such Tax Indemnitee shall have the option of applying the amount otherwise due any Lessee pursuant to this sentence against Lessee obligations under any Operative Document or of holding such amount as security for Lessee full performance of such obligations until the earlier of (x) the date all obligations owed to such Tax Indemnitee under the Operative Documents have been paid in full and (y) the curing of such Lease Event of Default, after which such Tax Indemnitee shall pay such amount to Lessee. Any Tax Indemnitee shall be entitled to participate (A) in all conferences, meetings or proceedings with settle any Taxing Authority, claim that is the subject matter of which is or includes an Indemnity Issue and (B) a contest hereunder without the consent of Lessee provided that, in all appearances before so doing, such Tax Indemnitee shall waive any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return rights to indemnification by Lessee with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions settled claim and any other documents relating claim the contest of which would be precluded as a result of such settlement hereunder and shall repay to Lessee any amounts advanced to pay such Indemnity Issue promptly upon receipt from, or contested Taxes with interest actually received in advance of submission to (as the case may be), the relevant Taxing Authority or courts respect thereof and (vi) UCRI shall not file or submit release any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if undertaking required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4hereunder.

Tax Contests. The Indemnitor Purchaser shall inform the Seller of the commencement subsequent to the Closing Date of any audit, examination or proceeding (“Tax Contest”) relating to a Pre-Closing Tax Period for which the Purchaser may be entitled to indemnity from the Seller for Taxes hereunder, and its representatives, at the Indemnitor's expense, Seller shall be entitled to participate (A) in all conferences, meetings or proceedings with control and conduct those aspects of any Taxing Authoritysuch Tax Contest. With respect to a Tax Contest that the Seller is entitled to control, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder Seller shall have the right to decide as between determine, in its sole discretion, such matters including without limitation: (i) the parties hereto how such matter is forum, administrative or judicial, in which to be dealt with and finally resolved with contest any proposed adjustment, (ii) the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required attorney and/or accountant to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate represent Holdings and/or its Subsidiaries in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such Tax Contest; provided, that the Seller shall not enter into any settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate Tax Contest or otherwise resolve compromise any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at Tax issue in connection with a Tax Contest to the aggregate may equal extent such matters could reasonably be expected to adversely impact the Purchaser, Holdings or exceed $25,000 (computed taking into account reasonably anticipated future year its Subsidiaries in a Post-Closing Tax costs on a present value basis)Period, (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, the Purchaser (which consent shall not be unreasonably withhelddelayed, (ii) Compasswithheld or conditioned). The Purchaser, and counsel Holdings or any of its own choosingSubsidiaries, as applicable, shall deliver to the Seller any power of attorney reasonably required to allow the Seller and its counsel to represent Holdings or any of its Subsidiaries in connection with the Tax Contest and shall cause Holdings and its Subsidiaries to cooperate fully with the Seller and its counsel. Except as otherwise provided in this Section 10.9(e), the Purchaser shall have the right to participate fullycontrol any Tax Contest, at and resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of Holdings or any of its own expenseSubsidiaries for all taxable periods; provided, that the Purchaser shall not enter into any settlement of any Tax Contest or otherwise compromise any Tax issue in all aspects connection with a Tax Contest that relates to a Pre-Closing Tax Period or otherwise adversely affects or could reasonably be expected to adversely affect, the Tax liability of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Sellers without the prior written consent of Compass, the Seller (which consent shall not be unreasonably delayed, withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4conditioned).

Tax Contests. The Indemnitor and If any Governmental Authority issues to the Company or any of the Company Subsidiaries a notice of deficiency, or of its representatives, at the Indemnitor's expense, shall be entitled intent to participate (A) in all conferences, meetings audit or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return conduct another proceeding with respect to which there could be an increase in liability a Tax Return or Taxes of the Company or any of the Company Subsidiaries, for any Pre-Closing Tax Period or Straddle Period that could adversely affect the Tax liability or any Tax position of any of the direct or indirect equity owners of the Company for any taxable period, then GGB shall notify the Transferors’ Representative, or the Transferors’ Representative shall notify GGB, as the case may be, of its receipt of such communication from the Governmental Authority within ten (10) days of receipt and provide the other party with copies of all correspondence and other documents received from the Governmental Authority. All audits or other proceedings with respect to the Company shall be controlled as follows: (i) the Transferors’ Representative and GGB shall jointly control any audit or other proceeding with respect to income Taxes or income Tax Returns of the Company for any Pre-Closing Tax Period, provided that the Parties agree that for any taxable period of the Company or any Company Subsidiary during which a payment could be required hereunder shall have the right Company or such Company Subsidiary elected to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is be, or was required to be filed be, subject to the New Partnership Audit Procedures, the Company and each such Company Subsidiary shall, to the extent eligible, make the election provided in Section 6226(a) of the Code and shall comply with all requirements set forth therein or in any regulations, notices and other authorities promulgated thereunder, to make such election effective, and (ii) GGB shall control any audit or other proceeding in respect of an Indemnity Issueany income Taxes or income Tax Returns of the Company for any Straddle Period. Notwithstanding the foregoing, the Indemnitor Transferors’ Representative shall be treated as the Responsible Party have control over any audit or other proceeding with respect theretoto the Intended Tax Treatment. The Responsible Party agrees to cooperate in In addition, the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the IndemnitorTransferors’ Representative, at the Indemnitor's sole its expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative other audit or other proceeding to the extent any adjustments resulting from such audit or proceeding would be indemnified under Section 11.2(a) and judicial meetingsGGB shall not, conferencesand shall not allow the GGB, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt fromthe Company, or in advance of submission to (as the case may be)Company Subsidiaries to, the relevant Taxing Authority settle, resolve, or courts and (vi) UCRI shall not file or submit abandon any protests, briefs, responses, petitions such audit or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts proceeding without the prior written consent of Compassthe Transferors’ Representative, which such consent shall not to be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4.

Tax Contests. The Indemnitor Buyer shall inform the Shareholders Representative of the commencement subsequent to the Closing Date of any audit, examination or proceeding (“Tax Contests”) relating in whole or in part to Taxes for which Buyer may be entitled to indemnity from the Shareholders hereunder and its representatives, at the Indemnitor's expense, Shareholders Representative shall be entitled to participate (A) in all conferences, meetings or proceedings with control and conduct those aspects of such Tax Contests that are related exclusively to the liability for any Taxing Authority, Taxes the subject matter amount of which is or includes an Indemnity Issue and (B) in all appearances before recoverable by Buyer from the Shareholders hereunder. Costs of any courtTax Contest are to be borne by the party controlling such Tax Contest. With respect to a Tax Contest which the Shareholders Representative is entitled to control, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder Shareholders Representative shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed determine, in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Partyits sole discretion, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), issues as (i) UCRI the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Corporation and its Subsidiaries in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such Tax Contest, except that the Shareholders Representative shall not settle any such Indemnity Issue Tax Contest in a manner that would have an adverse Tax effect on the Corporation or its Subsidiaries for taxable periods ending after the Closing Date without the prior written consent of Compass, Buyer (which consent shall may not be unreasonably withheld, (ii) Compass, ). The Shareholders Representative shall keep Buyer informed throughout the Tax Contest and counsel of its own choosing, Buyers shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have participate at its representatives (including counsel, accountants and consultants) attend and participate sole expense in any such administrative Tax Contest. The Buyer or the Corporation and judicial meetingsits Subsidiaries, conferencesas applicable, hearings and other proceedings relating shall deliver to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices the Shareholders Representative any power of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if attorney reasonably required to comply allow the Shareholders Representative and its counsel to represent the Corporation and its Subsidiaries in connection with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially the Tax Contest and shall use their reasonable efforts to obtain provide the Shareholders Representative with such prior consent. 5.4assistance as may be reasonably requested by the Shareholders Representative in connection with the Tax Contest.

Tax Contests. The Indemnitor and its representativesParent agrees to give written notice to the Member Representative of the receipt of any written notice by the Company, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing AuthorityParent, the subject matter Surviving Corporation or any of Parent’s controlled Affiliates which involves the assertion of any Tax-related claim, or the commencement of any Tax-related action, in respect of which is an indemnity may be sought by Parent pursuant to this Agreement (a “Tax Claim”); provided, that the failure to give such written notice shall not, however, relieve any Company Securityholder (or includes an Indemnity Issue any other indemnifying party) of its indemnification obligations, except and only to the extent that such Company Securityholder (Bor such other indemnifying party) in all appearances before any court, the subject matter forfeits rights or defenses by reason of which is or includes an Indemnity Issuesuch failure. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder Member Representative shall have the right (at its sole expense) to decide as between represent the parties hereto how such matter is interests of the Company in connection with a Tax Claim that relates solely to be dealt with a tax year that ends on or before the Closing Date and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed employ counsel of its choice at its sole expense in respect of an Indemnity Issuethe defense of such Tax Claim; provided that, prior to the Member Representative assuming control of, and representation of the Company’s interest in respect of, such Tax Claim, within fifteen (15) days of receipt of the applicable notice of the Tax Claim, the Indemnitor Member Representative, on behalf of Company Securityholders, shall first provide to Parent a written statement (the “Tax Claim Notice”) verifying and affirming that the Member Representative shall assume the defense of the Tax Claim and be treated as fully responsible for all Losses arising out of such Tax Claim but only to the Responsible Party extent provided in Article VIII; provided, further, with respect thereto. The Responsible Party agrees to cooperate any Tax Claim it controls, the Member Representative shall inform Parent of the status of any such Proceeding and permit Parent to participate in such Proceeding as reasonably requested, shall provide Parent with copies of any pleadings, correspondence, and other documents as Parent may reasonably request and shall consult with Parent prior to the settlement of any Indemnity Issue with the other party such Proceedings and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without obtain the prior written consent of CompassParent prior to the settlement of any such Tax Claim and/or related Proceedings, which consent shall not be unreasonably withheld, (ii) Compass, conditioned or delayed. Parent shall control the contest and counsel resolution of its own choosing, shall any Tax Claim for which the Member Representative does not have the right to participate fullycontrol pursuant to the foregoing provisions or for which the Member Representative has not timely provided the Tax Claim Notice; provided, at its own expensehowever, in all aspects of the defense of such Indemnity Issue, (iii) UCRI that Parent shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without obtain the prior written consent of Compass, the Member Representative (which consent shall not be unreasonably withheld withheld, conditioned or delayed) before entering into any settlement of such a Tax Claim controlled by Parent but only to the extent such settlement would be reasonably likely to increase any Tax liabilities for a Pre-Closing Tax Period and the Member Representative, provided that UCRI may make on behalf of the Company Securityholders, shall be entitled to passively participate in the defense of such filing or submission if required claim and to comply with any deadline imposed employ counsel of their choice for such purpose, and the fees and expenses of such separate counsel shall be borne solely by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4the Member Representative.

Tax Contests. The Indemnitor If, subsequent to the Closing, any of Buyer or an ACRE Company receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment pursuant to Article V (a “Tax Claim”), then within five (5) Business Days after receipt of such notice, Buyer or such ACRE Company, as the case may be, shall give written notice of such Tax Claim to Seller; provided, however, that the failure of such party to give timely notice shall not prevent such party from making an indemnity claim hereunder, except to the extent (if any) such failure actually and its representativesmaterially prejudiced Seller. Seller shall have the right to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period (excluding any Straddle Period); provided, at the Indemnitor's expensehowever, that Buyer shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement defense of any Indemnity Issue with the other party such Tax claim at its own expense and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Seller shall not settle any or resolve such Indemnity Issue Tax Claim without the Buyer’s prior written consent of Compassconsent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller and Buyer shall jointly control the conduct and resolution of any Tax Claim relating to a Straddle Period. If Seller elects not to control the conduct and resolution of any Tax Claim relating to a Pre-Closing Tax Period (ii) Compassother than a Straddle Period), or to participate in the conduct and counsel resolution of its own choosingany Tax Claim relating to a Straddle Period, Seller shall notify Buyer in writing and Buyer shall have the right to participate fully, at its own expense, in all aspects of control the defense conduct and resolution of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI Tax Claim; provided that Buyer shall not file settle or submit any protests, briefs, responses, petitions or other documents relating to resolve such Indemnity Issue with such relevant Taxing Authority or courts Tax Claim without the Seller’s prior written consent of Compassconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Subject to the indemnification provisions herein, provided each party shall bear its own costs incurred in participating in any proceeding relating to any Tax Claim. For the avoidance of doubt, in the event that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order conflict arises between the provisions of a court or administrative authoritythis Section 5.9(g) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4and the provisions of Section 8.5, the provisions of this Section 5.9(g) shall govern.

Tax Contests. The Indemnitor and If any governmental body or authority issues to the Company (i) a written notice of its representativesintent to audit, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings examine or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return conduct another proceeding with respect to which there could be an increase Taxes or Tax Returns of the Company for periods ending prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify Sellers of its receipt of such communication from the governmental body or authority within thirty (30) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand. No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Company from defending against any liability or claim for any Tax or with respect Taxes that the Sellers are obligated to which a payment could be required hereunder shall have pay hereunder. The Purchaser and the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and Company shall control all audits and similar proceedings. If no Tax Return is any examination, investigation, audit, or was required to be filed other proceeding in respect of an Indemnity Issueany Tax Return or Taxes of the Company (a “Tax Contest”); provided, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), that (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, Sellers shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating Tax Contest to such Indemnity Issue, (v) UCRI shall provide the extent it relates to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating a Tax Return for a period ending on or prior to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts Closing Date and (viii) UCRI Purchaser and the Company shall not file settle or submit otherwise resolve any protests, briefs, responses, petitions Tax Contest (or any issue raised in such Tax Contest) if such settlement or other documents relating resolution relates to such Indemnity Issue with such relevant Taxing Authority or courts Taxes for which the Sellers are liable under this Agreement without the prior written consent permission of Compass, the Sellers (which consent shall will not be unreasonably withheld or delayed). At the request of Sellers, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending before the Closing Date on terms acceptable to Sellers and the applicable taxing authority provided that UCRI may make (i) the Sellers shall have paid to the Company or the Purchaser prior to entering into the settlement or other resolution all Taxes (and other amounts) that the Sellers are liable for under this Agreement as a result of such filing settlement or submission if other resolution, and (ii) the settlement or other resolution could not result in the Purchaser or the Company or any of their affiliates paying any Taxes (or other amounts) that the Sellers are not required to comply with fully indemnify the Purchaser or the Company for under the Agreement. If there is an adjustment to any deadline imposed Tax Return which creates a deficiency in any Taxes for which Sellers are liable under this Agreement, Sellers shall pay to Purchaser the amount of such deficiency in Taxes within ten (10) days of the action by law (including any Tax authority that is final or, if not final, is acquiesced in by order Sellers during the course of a court any audit or administrative authority) if UCRI has made commercially reasonable efforts any proceeding relating to obtain such prior consent. 5.4Taxes.

Tax Contests. The Indemnitor Each Purchaser shall promptly notify Seller in writing upon receipt by such Purchaser or any of its Affiliates, and Seller shall promptly notify the Purchasers in writing upon receipt by Seller or any of its representativesAffiliates, of notice of any deficiency, proposed 130 adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes or Tax Returns of the Acquired Companies or the Acquired Assets for any Pre-Closing Tax Period (each, a “Pre-Closing Tax Claim”) or Straddle Period. Seller, in its sole discretion, may contest such Pre-Closing Tax Claim in any permissible forum and shall otherwise have the sole right at the Indemnitor's expensesole expense of Seller to direct and control any administrative or judicial proceedings relating to such Pre-Closing Tax Claim, provided that OpCo Purchaser (with respect to the OpCo Acquired Companies and the OpCo Acquired Assets) and PropCo Purchaser (with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets) shall be entitled to participate (A) in all conferences, meetings be present at its sole expense at such applicable administrative or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar judicial proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Seller shall not settle settle, compromise or abandon any such Indemnity Issue Pre-Closing Tax Claim without obtaining the prior written consent of Compass, which consent shall the applicable Purchaser (not to be unreasonably withheld, (ii) Compassconditioned or delayed), if such settlement, compromise, or abandonment could result in such Purchaser or any of the Acquired Companies incurring a Tax or loss or reduction in any Tax asset. OpCo Purchaser, solely with respect to the OpCo Acquired Companies and counsel of its own choosingthe OpCo Acquired Assets, or PropCo Purchaser, solely with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets, shall have the right to participate fullycontrol, at its own expense, in all aspects any proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes for a Straddle Period (each, a “Straddle Tax Claim”); provided, however, that (i) such Purchaser shall provide Seller with a timely and reasonably detailed account of the defense each phase of such Indemnity IssueStraddle Tax Claim, and (iiiii) UCRI such Purchaser shall inform Compassnot settle, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in compromise or abandon any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Straddle Tax Claim without obtaining the prior written consent of Compass, which consent shall Seller (not to be unreasonably withheld withheld, conditioned or delayed), provided if such settlement, compromise, or abandonment could result in any of the Acquired Companies incurring a Tax that UCRI may make such filing or submission if required Seller is obligated to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts pay pursuant to obtain such prior consent. 5.4Section 20.

Tax Contests. The Indemnitor and its representativesNotwithstanding anything to the contrary in this Article 10, at the Indemnitor's expenseif, shall be entitled to participate (A) in all conferences, meetings or proceedings connection with any Taxing Authorityexamination, the subject matter investigation, audit or other administrative or judicial proceeding in respect of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the non-Seller Group Tax Return with respect to which there could be the income or operations of the Acquired Companies for a Pre-Closing Tax Period, any Governmental Body issues to the Acquired Companies a notice of an increase in liability examination, investigation, audit or other administrative or judicial proceeding, a request for any 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 or with respect to which a payment could be required hereunder Return, Buyer shall notify Seller of its receipt of such communication from such Governmental Body within 20 Business Days after receiving such communication. Seller shall have the right to decide as between represent its interests and to employ counsel of its choice at its expense. Buyer shall have the parties hereto how right to participate in any such matter is to be dealt with and finally resolved with the appropriate Taxing Authority Tax proceeding at its own expense. Buyer shall not, and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issuenot permit the Acquired Companies to, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate settle or otherwise resolve any Indemnity Issue. If UCRI is issue with respect to any Taxes of the Responsible Party and if Acquired Companies to the Taxes at issue extent that such settlement or other resolution could result in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle Seller being liable for any such Indemnity Issue amounts pursuant to this Agreement without the prior written consent of CompassSeller, which consent shall not be unreasonably withheld, (ii) Compassconditioned, or delayed. 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 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 Buyer, at its sole cost and counsel of its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetingscontest. Seller is not entitled to settle, conferenceseither administratively or after the commencement of litigation, hearings and other proceedings relating that portion of a Tax proceeding for which Buyer may incur an indemnification obligation or that would result in increased Liability for Buyer for Taxes attributable to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts a Post-Closing Tax Period without the prior written consent of CompassBuyer, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. For avoidance of doubt, provided that UCRI may make such filing Seller shall have the sole right to control and settle any examination, investigation, audit or submission if required other administrative or judicial proceeding in respect of any Seller Group Tax Return and Buyer shall have no right to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4participate therein.

Tax Contests. The Indemnitor Each Purchaser shall promptly notify Seller in writing upon receipt by such Purchaser or any of its Affiliates, and Seller shall promptly notify the Purchasers in writing upon receipt by Seller or any of its representativesAffiliates, of notice of any deficiency, proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes or Tax Returns of the Acquired Companies or the Acquired Assets for any Pre-Closing Tax Period (each, a “Pre-Closing Tax Claim”) or Straddle Period. Seller, in its sole discretion, may contest such Pre-Closing Tax Claim in any permissible forum and shall otherwise have the sole right at the Indemnitor's expensesole expense of Seller to direct and control any administrative or judicial proceedings relating to such Pre-Closing Tax Claim, provided that OpCo Purchaser (with respect to the OpCo Acquired Companies and the OpCo Acquired Assets) and PropCo Purchaser (with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets) shall be entitled to participate (A) in all conferences, meetings be present at its sole expense at such applicable administrative or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar judicial proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI Seller shall not settle settle, compromise or abandon any such Indemnity Issue Pre-Closing Tax Claim without obtaining the prior written consent of Compass, which consent shall the applicable Purchaser (not to be unreasonably withheld, (ii) Compassconditioned or delayed), if such settlement, compromise, or abandonment could result in such Purchaser or any of the Acquired Companies incurring a Tax or loss or reduction in any Tax asset. OpCo Purchaser, solely with respect to the OpCo Acquired Companies and counsel of its own choosingthe OpCo Acquired Assets, or PropCo Purchaser, solely with respect to the PropCo Acquired Companies and the Transferred Real Estate Assets, shall have the right to participate fullycontrol, at its own expense, in all aspects any proposed adjustment, action, arbitration, assessment, audit or proposed audit, claim, controversy, dispute, examination, hearing, inquiry, or administrative, judicial, or other proceeding relating to Taxes for a Straddle Period (each, a “Straddle Tax Claim”); provided, however, that (i) such Purchaser shall provide Seller with a timely and reasonably detailed account of the defense each phase of such Indemnity IssueStraddle Tax Claim, and (iiiii) UCRI such Purchaser shall inform Compassnot settle, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in compromise or abandon any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Straddle Tax Claim without obtaining the prior written consent of Compass, which consent shall Seller (not to be unreasonably withheld withheld, conditioned or delayed), provided if such settlement, compromise, or abandonment could result in any of the Acquired Companies incurring a Tax that UCRI may make such filing or submission if required Seller is obligated to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts pay pursuant to obtain such prior consent. 5.4Section 20.

Tax Contests. The Indemnitor and Buyer shall notify the Representative upon receipt by the Company or any of its representativesSubsidiaries of any notice or indication of any inquiries, at the Indemnitor's expenseassessments, shall be entitled to participate (A) in all conferences, meetings proceedings or proceedings with audits received from any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return Governmental Authority with respect to Taxes for which there could the Company Shareholders would be an increase required to indemnify the Buyer hereunder (“Tax Matter”). The Representative may participate in liability for and, upon notice to the Buyer, assume the defense of any such Tax or Matter at the Representative’s sole cost. If the Representative assumes such defense, the Representative will have the authority, with respect to which a payment could be required hereunder any Tax Matter, to represent the interests of the Company or any of the Subsidiaries before the relevant Governmental Authority and shall have the right to decide as between control the parties hereto how defense, compromise or other resolution of any such matter is Tax Matter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. The Buyer will deliver or cause to be dealt with and finally resolved with delivered to the appropriate Taxing Authority and shall control Representative all audits and similar proceedings. If no powers of attorney necessary for the Representative to contest such Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect theretoMatter. The Responsible Party agrees Buyer has the right (but not the duty) to cooperate participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Representative. The Representative may not enter into any settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle compromise any such Indemnity Issue Tax Matter to the extent that it adversely affects the Company or any Subsidiary thereof for a Tax period beginning after the Closing Date without the prior written consent of Compass, the Buyer (which consent shall will not be unreasonably withheld, (ii) Compassconditioned or delayed). The Representative must keep the Buyer informed with respect to the status, and counsel nature of its own choosingany such Tax Matter, and will, in good faith, allow the Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume such defense, the Buyer shall represent the interests of the Company and the relevant Subsidiaries thereof with respect to any Tax Matter before the relevant Governmental Authority and shall control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. In such case, the Representative will have the right (but not the duty) to participate fullyin the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Buyer. Notwithstanding the foregoing, in all aspects such case, the Buyer may not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the rights and obligations of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of Company Shareholders hereunder or to the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in extent it imposes any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as indemnification liability on the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts Seller Indemnifying Parties without the prior written consent of Compass, the Representative (which consent will not be unreasonably withheld, conditioned or delayed). The Buyer must keep the Representative informed with respect to the status and nature of any such Tax Matter, and will, in good faith, allow the Representative to consult with it regarding the conduct of or positions taken in any such proceeding. In the event of disagreement in such case as to any proposed settlement or compromise proposed by Buyer, the Representative and the Company shall discuss in good faith such proposed settlement or compromise and in the absence of agreement, the Buyer may cause the Company to proceed with such settlement or compromise as determined by the Company in good faith, provided that in such case, the Taxes resulting from such settlement or compromise shall not be unreasonably withheld or delayedpresumed to be due and payable for purposes of indemnification under Article 9, provided and any such indemnification claim shall require the Buyer to prove that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4Taxes were indeed due under applicable Law.

Tax Contests. The Indemnitor and its representativesNotwithstanding anything to the contrary in this Clause 19, at the Indemnitor's expenseif, shall be entitled to participate (A) in all conferences, meetings or proceedings connection with any Taxing Authorityexamination, the subject matter investigation, audit or other administrative or judicial proceeding in respect of which is any non-Seller’s Group Tax Return or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the RTI Tax Return with respect to which there could be the income or operations of the Acquired Companies for a Pre-Closing Tax Period, any governmental body issues to the Acquired Companies a notice of an increase in liability examination, investigation, audit or other administrative or judicial proceeding, a request for any Tax documents or with respect to which other information, written notice of deficiency, a payment could be required hereunder notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the taxable period covered by such tax return, Buyers shall notify Seller of the receipt of such communication from such governmental body within 20 Business Days after receiving such communication. Seller shall have the right to decide as between represent its interests and to employ counsel of its choice at its expense. Buyers shall have the parties hereto how right to participate in any such matter is to be dealt with and finally resolved with the appropriate Taxing Authority Tax proceeding at their own expense. Buyers shall not, and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issuenot permit the Acquired Companies to, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate settle or otherwise resolve any Indemnity Issue. If UCRI is issue with respect to any Taxes of the Responsible Party and if Acquired Companies to the Taxes at issue extent that such settlement or other resolution could result in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle Seller being liable for any such Indemnity Issue amounts pursuant to this Agreement without the prior written consent of CompassSeller, which consent shall not be unreasonably withheld, (ii) Compassconditioned, or delayed. Seller shall have the right to control any examination, investigation, audit or 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 counsel of its own choosingexpense, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetingscontest. Seller are not entitled to settle, conferenceseither administratively or after the commencement of litigation, hearings and other proceedings relating that portion of a Tax proceeding for which Buyers may incur an indemnification obligation or that would result in increased Liability for Buyers for Taxes attributable to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts a Post-Closing Tax Period without the prior written consent of CompassBuyers, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. For avoidance of doubt, provided that UCRI may make such filing Seller shall have the sole right to control and settle any examination, investigation, audit or submission if required other administrative or judicial proceeding in respect of any Seller’s Group Tax Return and Buyer shall have no right to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4participate therein.