Common use of Tax Contests Clause in Contracts

Tax Contests. Each Party hereto shall notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.

Tax Contests. Each Party hereto Buyer shall promptly notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days Sellers following receipt by such Party of written notice of any pending or threatened auditsaudit, examination, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute proceeding or other claim by any Governmental Authority in respect of any Taxes of WCP or WCM for which could an indemnification claim would exist against Sellers pursuant to Section 12.3 (a “Tax Claim”); provided that no failure or delay of Buyer in providing such notice shall reduce or otherwise affect the liability for Taxes obligations of Sellers pursuant to this Agreement, except to the extent that Sellers are materially and adversely prejudiced as a result of such failure or delay. Sellers shall have the right to control, at Sellers’ expense, any Tax Claim with respect to WCP or WCM solely to the extent it relates to a Pass-through Income Tax Return that includes any Pre-Closing Tax Period; provided that (a) Sellers shall keep Buyer reasonably informed and consult in good faith with Buyer with respect to any issue relating to such Tax Claim, (b) Sellers shall provide Buyer with copies of all correspondence, notices and other party written material received from any Governmental Authority with respect to such Tax Claim and shall otherwise keep Buyer reasonably apprised of substantive developments with respect to such Tax Claim, (“Tax Contest”). If the Party required c) Sellers shall provide Buyer with a copy of, and a reasonable opportunity to give such notice fails review and comment on, all submissions made to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising Governmental Authority in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle PeriodClaim, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (id) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in the defense of such proceedings Tax Claim at its own sole cost and expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companiese) in a Tax period (or portion thereof) beginning after the Closing, the US Seller Sellers shall not settle agree to a settlement or otherwise dispose of any Tax Contest compromise thereof without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement or compromise could affect the Tax Liability of Buyer, WCP or WCM with respect to any taxable period (or portion thereof) beginning after the Closing Date. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies control any other Tax Claim with respect to WCP or WCM; provided that (i) Buyer shall keep Sellers reasonably informed and consult in good faith with Sellers with respect to any issue relating to such Tax Contest Claim, (ii) Buyer shall provide Sellers with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Claim and shall otherwise keep Sellers reasonably apprised of substantive developments with respect to such Tax Claim, (iii) Buyer shall provide Sellers with a copy of, and a reasonable costs opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Claim, (iv) Sellers shall be entitled to participate in the defense of such control being borne by US SellerTax Claim at their sole cost and expense, provided that Buyer and (v) neither Buyer, WCP nor WCM shall not settle agree to a settlement or otherwise dispose of any Tax Contest compromise thereof without the prior written consent of the US SellerSellers, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 ; provided, further, that for the avoidance of doubt, Buyer shall not be obligated to share (A) any portion of any documents, information, correspondence or other materials that do not relate to a Tax Claim and not Section12.5 shall govern with respect to (B) any Tax ContestsReturns of Buyer or any of its Affiliates (other than Tax Returns of WCP or WCM for Pre-Closing Tax Periods).

Tax Contests. Each Party hereto shall notify the other Party party in writing in accordance with Section13.2 within ten (10) Business Days 15 days following receipt by such Party party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim Action which could affect the liability for Taxes of such other party (including pursuant to this Agreement) (each, a “Tax Contest”). If the Party party required to give such notice fails to do so in a timely mannergive such notice to the other party promptly, such failure it shall not relieve the other Party of its obligation under this Agreement be entitled to indemnify indemnification for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Partyparty’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies Company and its Subsidiaries in any Tax Contest for which it is required relating to indemnify the Buyer and its Affiliates under Section9.1 any Pre-Closing Tax Period (other than a Straddle Period) and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contestexpense; provided, however, thatthat Seller shall keep Buyer timely informed regarding the progress and substantive aspects of any such Tax Contest, Buyer shall will be entitled at its expense to participate in any such proceedings at its own expenseTax Contest (other than any such Tax Contest with respect to an affiliated, and if such settlement would adversely affect Buyer combined, consolidated, unitary or similar group that includes Seller or any of other party other than the Company and its Affiliates (including Subsidiaries) and Seller will not compromise or settle any of the Acquired Companies) such Tax Contest in a manner that could reasonably be expected to result in a Tax period Liability that is not indemnified (or portion thereofotherwise satisfied) beginning after the Closing, the US in full by Seller shall not settle or otherwise dispose of any Tax Contest without the obtaining Buyer’s prior written consent of Buyer, (which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer Seller shall control such Tax Contest subject to the US Seller’s right be entitled to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies expense in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without relating in any part to Taxes attributable to the prior portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the US SellerBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, at Seller’s sole expense, may assume the control of such Tax Contest. This Section9.8 and not Section12.5 shall govern None of Buyer, any of its Affiliates, the Company or its Subsidiaries may settle or otherwise dispose of any Tax Contest that would give rise to any Liability to Seller or its Affiliates under this Agreement or under applicable Law without the prior written consent of Seller, which consent may be withheld in the reasonable discretion of Seller, unless Buyer agrees in writing to indemnify Seller in full with respect to Tax Contestssuch Liability.

Tax Contests. Each If any Governmental Authority issues to PubCo or any AST Party hereto shall notify the other Party in writing in accordance with Section13.2 within ten (10a) Business Days following receipt by such Party of a written notice of its intent to audit or other similar proceeding that could give rise to any pending Indemnified Taxes, or threatened audits, (b) a written notice of deficiencydeficiency that includes any Indemnified Taxes (any of the foregoing, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (a “Tax Contest”). If , PubCo or the Party required to give such notice fails to do so AST Party, as applicable, shall notify Antares in a timely manner, such failure shall not relieve the other Party writing of its obligation under this Agreement receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied by copies of any notice or other documents received from the Governmental Authority with respect to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect If any Governmental Authority issues a communication to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder Antares with respect to any Losses Tax Contest, Antares shall notify PubCo or Tax related the AST Party, as applicable, in writing of its receipt of such communication as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied by copies of any notice or other documents received from the Governmental Authority with respect to such Tax Contest. Antares (or any Person or Persons it designates), at its expense, shall control the portion of any Tax Contest that relates to Indemnified Taxes; provided, however, thatthat Antares shall (i) keep PubCo or the AST Party reasonably apprised of the status of such portion of such Tax Contest, Buyer shall be entitled to participate (ii) provide PubCo or the AST Party with copies of all material correspondence received from the applicable Governmental Authority in connection with such proceedings at its own expenseportion of such Tax Contest, and if (iii) not settle, compromise or abandon such settlement would adversely affect Buyer or any portion of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any such Tax Contest without the prior written consent of Buyer, PubCo or the AST Party (which consent shall not be unreasonably withheld, conditioned or delayed). In PubCo and the case of a Tax Contest of an Acquired Company AST Parties shall take any actions (including granting Antares or its Subsidiaries for designee any Straddle Period, Buyer shall necessary power of attorney) reasonably necessary to allow Antares to exercise its right to control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose portion of any Tax Contest without pursuant to this Section 4.1. For the prior written consent avoidance of the US Sellerdoubt, which consent this Section 4.2 shall not be unreasonably withheld, conditioned apply to any Tax Contest of or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contestsany Affiliated Group which includes PubCo, which shall be subject to the sole control of PubCo.

Tax Contests. Each Party hereto After the Closing, each of Purchaser and Seller Representative shall promptly notify the other Party in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim, of which such party has been informed in accordance with Section13.2 within ten writing by any Taxing Authority, on any Acquired Entity for any Pre-Closing Period or Straddle Period or for which any Seller may be required to provide indemnification pursuant to this Agreement. Such notice shall contain factual information (10to the extent known to Seller Representative, Purchaser, or any Acquired Entity) Business Days following receipt by describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such Party of written asserted Tax liability. If Purchaser fails to give Seller Representative prompt notice of an asserted Tax liability as required by this Section 6.2(e), such failure to give notice shall not affect the rights of Purchaser and its Affiliates to indemnification pursuant to Section 6.2(a) except to the extent any pending Sellers are materially prejudiced thereby. Seller Representative shall have the sole right to control the conduct of any Tax audit or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party judicial proceeding (a “Tax Contest”). If ) of any Acquired Entity solely covering any taxable period ending on or before the Party Closing Date, and Purchaser shall have the sole right to control the conduct of any other Tax Contest for which any Seller may be required to give provide indemnification pursuant to this Agreement. With respect to any Tax Contest controlled by Purchaser pursuant to this Section 6.2(e), Purchaser shall (i) keep Seller Representative reasonably informed regarding the progress and substantive aspects of such notice fails Tax Contest, (ii) with respect to do so any Tax items in a timely mannersuch Tax Contest for which any Seller may be required to provide indemnification pursuant to this Agreement, allow Seller Representative to participate in the defense of such failure shall not relieve Tax Contest, including, to the other Party of its obligation under this Agreement extent the circumstances allow, having an opportunity to indemnify for review any Taxes arising written materials prepared in connection with such Tax Contest except to and the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Periodattend any conferences relating thereto, the US Seller shall and (iii) not have the sole right to represent the interests of the Acquired Companies in compromise or settle any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest without the prior written consent of BuyerSeller Representative, which such consent shall not be unreasonably withheld, conditioned conditioned, or delayed. In the case of a With respect to any Tax Contest controlled by Seller Representative pursuant to this Section 6.2(e), Seller Representative shall (x) keep Purchaser reasonably informed regarding the progress and substantive aspects of such Tax Contest, (y) allow Purchaser (at its sole cost and expense) to participate in the defense of such Tax Contest, including, to the extent the circumstances allow, having an Acquired Company or its Subsidiaries for opportunity to review any Straddle Period, Buyer shall control written materials prepared in connection with such Tax Contest subject to and the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does attend any conferences relating thereto, and (z) not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in compromise or settle any such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US SellerPurchaser, which such consent shall not be unreasonably withheld, conditioned conditioned, or delayed. This Section9.8 Section 6.2(e) and not Section12.5 Section 7.3(d) shall govern with respect to all Tax Contests.

Tax Contests. Each Party hereto shall will promptly notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following upon receipt by such Party (or any of written its Affiliates) of notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessmentaudit, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party proceeding by a Governmental Body (“Tax Contest”)) with respect to Tax liabilities of the Company or its Subsidiaries for any Pre-Closing Taxable Period or Straddle Period. If Seller will have the Party required right (but not the obligation) to give such notice fails solely represent the interests of the Company or its Subsidiaries in any Tax Contest relating to do so in a timely manner, such failure shall not relieve any Pre-Closing Taxable Period that ends on or prior to the other Party Closing Date and to employ counsel of its obligation under this Agreement choice, and Purchaser and Seller agree to indemnify cooperate in the defense of any claim in such Tax Contest. Seller will have the right to participate jointly with Purchaser in representing the interests of the Company and its Subsidiaries in any Tax Contest for any Taxes arising in connection with such Tax Contest except Straddle Period, if and to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle period includes any Pre-Closing Taxable Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost expense. Purchaser and expense but if and only if (i) US Seller provides written notice agree to cooperate in the Buyer defense of any claim in such proceeding. Purchaser or its election to control such Affiliates may not settle, compromise or resolve any Tax Contest within 10 days for any Pre-Closing Taxable Period or Straddle Period without the consent of receiving notice of the Seller, which consent shall not be unreasonably withheld or delayed. If any Tax Contest and (ii) could reasonably be expected to have an adverse effect on Purchaser, the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer Company or any of its Affiliates (including Subsidiaries, or any of the Acquired Companies) their Affiliates in a any Tax period (or portion thereof) beginning after the ClosingClosing Date, the US Seller Tax Contest shall not settle be settled or otherwise dispose of any Tax Contest resolved without the prior written consent of BuyerPurchaser’s consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In Notwithstanding the case foregoing, if notice is given to Seller of a the commencement of any Tax Contest and Seller does not, within forty-five (45) days after Purchaser’s notice is given, give notice to Purchaser of an Acquired Company or its Subsidiaries for election to assume the defense thereof, Seller shall be bound by any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies determination made in such Tax Contest with reasonable costs or any compromise or settlement thereof effected by Purchaser. The failure of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose Purchaser to give reasonably prompt notice of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheldrelease, conditioned waive or delayed. This Section9.8 and not Section12.5 shall govern otherwise affect Seller’s obligations with respect thereto except to Tax Conteststhe extent that Seller can demonstrate actual loss and prejudice as a result of such failure.

Tax Contests. Each If any Governmental Authority makes a claim or proposes an adjustment that could give rise to a Tax Claim, the Party hereto receiving notice of such claim or proposed adjustment shall notify give the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice of any pending the claim or threatened auditsproposal within five (5) days of receiving such notice; provided, notice of deficiencyhowever, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required that failure to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for affect any Taxes arising in connection with such Tax Contest Party’s indemnification obligations hereunder except to the extent that the indemnifying party is materially adversely affected by such failure to give notice materially prejudices failure. The Sellers shall have the other Party’s right to participate in contest any claim or defend the Tax Contest. Except proposed adjustment by a Governmental Authority with respect to a Tax Contest for of a Straddle Period, Target Company that would give rise to a Tax Claim against any Seller in proper proceedings at the US Seller shall Sellers’ expense provided the Sellers acknowledge they would have liability under Section 7.01(a) if the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder Governmental Authority were successful with respect to any Losses or all of such claim or adjustment. Furthermore, to the extent that the Sellers may have the right to recover the amount of a Tax related Claim from a third party that may be liable for such claim (including Safran USA, Inc.) (a Third Party Indemnitor), such Third Party Indemnitor shall have the right to contest the claim or proposed adjustment at its own expense, pursuant to the terms of the Sellers’ agreement with such Third Party Indemnitor. The Purchasers may participate in such proceeding with the Governmental Authority at its own cost. The Sellers shall not settle or compromise any such claim or proposed adjustment or agree to any payment, refund or credit of Tax (and shall not permit a Third Party Indemnitor to settle or compromise any such claim or proposed adjustment or agree to any payment, refund or credit of Tax) without the prior written consent of the Purchasers (which shall not be unreasonably withheld or delayed). For the purposes of the foregoing it shall not be reasonable for the Purchasers to withhold or delay written consent if it is not reasonable for the Seller to withhold or delay written consent to permit a Third Party Indemnitor to settle or compromise any such claim or agree to any such payment, refund or credit of Tax. If the Sellers or a Third Party Indemnitor declines to control a tax contest, then the Purchasers will have the right to control the conduct of such Tax Contest; provided, however, that, Buyer shall be entitled to participate in that the Purchasers will not resolve such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest without the prior Sellers’ written consent of Buyerconsent, which consent shall will not be unreasonably withheld, conditioned or delayed, provided that a Third Party Indemnitor’s withholding, conditioning or delaying of consent with respect to the same tax contest shall be a reasonable basis for the Sellers to withhold, condition or delay consent. In To the case extent they reasonably are needed in connection with the proceedings, the Purchasers shall make officers, employees, agents, auditors and representatives of the Target Companies available to the Sellers at mutually convenient times and places. Following the settlement or resolution of a Tax Contest of in accordance with this Section 7.05 or a final assessment by a Governmental Authority that results in an Acquired Company indemnification obligation under Section 7.01(a) or its Subsidiaries for any Straddle Period7.01(b), Buyer the Party required to make the indemnification payment shall control promptly pay such Tax Contest subject amount to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contestsother Party.

Tax Contests. Each Party hereto Purchaser shall notify inform Sellers of the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice commencement of any pending or threatened audits, notice of deficiency, proposed adjustment, assessmentaudit, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party proceeding (“Tax Contest”)) relating in whole or in part to Taxes for which Purchaser may be entitled to indemnity from Sellers hereunder. If With respect to any Tax Contest for which the Party required Seller Representative acknowledges in writing that Sellers are liable for all Damages relating thereto, the Seller Representative shall be entitled to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising control all proceedings taken in connection with such Tax Contest except with counsel satisfactory to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax ContestPurchaser; provided, however, thatthat (x) the Seller Representative shall promptly notify Purchaser in writing of its intention to control such Tax Contest, Buyer (y) in the case of a Tax Contest relating to Taxes of the Company for a Tax period beginning before and ending after the Closing Date, the Seller Representative and Purchaser shall be entitled to participate jointly control all proceedings taken in connection with any such proceedings at its own expenseTax Contest, and (z) if such settlement would adversely affect Buyer any Tax Contest could reasonably be expected to have an adverse effect on Purchaser, the Company, or any of its their Affiliates (including in any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the ClosingClosing Date, the US Seller Tax Contest shall not settle be settled or otherwise dispose of any Tax Contest resolved without the prior written consent of BuyerPurchaser’s consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In Notwithstanding the case foregoing, if notice is given to the Sellers of a the commencement of any Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Periodand the Seller Representative does not, Buyer shall control such Tax Contest subject within thirty (30) Business Days after the Purchaser’s notice is given, give notice to the US Seller’s right Purchaser of its election to participate assume the defense thereof (and in such proceedings at its own expenses to connection therewith, acknowledge in writing the extent such Tax Contest relates to Taxes for which it is required to indemnify. If Sellers’ indemnification obligations hereunder), the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer Sellers shall have the right to represent the interests of the Acquired Companies be bound by any determination made in such Tax Contest with reasonable costs or any compromise or settlement thereof effected by the Purchaser. A failure of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose the Purchaser to give reasonably prompt notice of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheldrelease, conditioned waive or delayed. This Section9.8 and not Section12.5 shall govern otherwise affect the Sellers’ obligations with respect thereto except to the extent that the Sellers can demonstrate that any Damages relating to such Tax ContestsContest would likely have been less if they had controlled such Tax Contest. Purchaser and the Company shall use their reasonable efforts to provide the Seller Representative with such assistance as may be reasonably requested by the Seller Representative in connection with a Tax Contest controlled solely or jointly by the Seller Representative.

Tax Contests. Each Party hereto shall promptly notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following upon receipt by such Party of a written notice of any pending or threatened auditsTax audit, notice of deficiency, proposed adjustment, assessment, examination assessment or other administrative Proceeding with respect to (i) any Company Tax or court proceedingTax Return with respect to Company Taxes related to any taxable period ending on or including the Effective Time, suit, dispute (ii) a Seller Consolidated Return or other claim which could affect the liability for Taxes of such other party (iii) a Pass-Through Tax Return (a “Tax ContestProceeding”). If Such notice shall include a copy of the Party required to give such notice fails to do so relevant portion of any correspondence received from the relevant Governmental Authority and shall describe in a timely manner, such failure shall not relieve reasonable detail the other Party nature of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except Proceeding to the extent that known by such failure to give notice materially prejudices Party. Purchaser and Sellers shall cooperate with each other in the other Party’s right to participate in or defend conduct of any Tax Proceeding following the Tax ContestClosing. Except with respect to a Tax Contest for a Straddle Period, the US Seller Sellers shall have the sole right to represent control the interests conduct of the Acquired Companies in and manage any Tax Contest for which Proceeding to the extent it is required relates solely to indemnify the Buyer a Pre-Effective Time Tax Period, a Seller Consolidated Return or a Pass-Through Tax Return and Purchaser shall, and shall cause its Affiliates under Section9.1 and to, take such actions that are reasonably requested by Sellers (including providing a power of attorney) to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice enable Sellers to the Buyer of its election to control exercise such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder rights with respect to any Losses or Tax related to such Tax ContestProceeding; provided, however, that, Buyer that Sellers shall keep Purchaser reasonably informed regarding the progress and substantive aspects of any such Tax Proceeding and Purchaser shall be entitled at its expense to participate in any such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller Proceeding; provided further that Sellers shall not compromise or settle or otherwise dispose of any such Tax Contest Proceeding without the obtaining Purchaser’s prior written consent of Buyer, (which consent shall not be unreasonably withheld, conditioned or delayed). In If Sellers do not elect to control the case conduct of a Tax Contest of an Acquired Company Proceeding or its Subsidiaries for any Straddle Period, Buyer shall control such the Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest Proceeding relates to Taxes for which it is required to indemnify. If the US Seller has the right but a Post-Effective Time Tax Period (and does not elect relate to represent the interests of the Acquired Companies under this Section9.8a Seller Consolidated Return or a Pass-Through Tax Return), Buyer Purchaser shall have the right to represent control the interests conduct of and manage the Acquired Companies Tax Proceeding; provided, however, that, unless the Tax Proceeding both relates solely to a Post-Effective Time Tax Period and does not relate to a Seller Consolidated Return or a Pass-Through Tax Return, (x) Purchaser shall keep Sellers reasonably informed regarding the progress and substantive aspects of such Tax Proceeding, (y) Sellers shall be entitled to participate (at their own expense) in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer Proceeding and (z) Purchaser shall not compromise or settle or otherwise dispose of any such Tax Contest Proceeding without the obtaining Sellers’ prior written consent of the US Seller, (which consent shall not be unreasonably withheld, conditioned or delayed). This Section9.8 In the case of any conflict between this Section 11.7 and not Section12.5 provisions of Article 10, this Section 11.7 shall govern with respect to Tax Contestscontrol.

Tax Contests. Each Party hereto Xxxxx agrees to give written notice to Sellers of the receipt of any written notice by the Company, Buyer or any of Buyer's Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Buyer pursuant to this ARTICLE VI (a “Tax Claim”); provided, that failure to comply with this provision shall notify not affect Xxxxx's right to indemnification hereunder except to the other Party in writing in accordance with Section13.2 extent any Seller has been actually prejudiced as a result of such failure or delay. After the Closing, upon the Sellers’ Representative delivery of notice to the Buyer within ten (10) Business Days following 30 days of the Sellers’ Representative’s receipt by such Party of written notice of such Tax Claim, the Sellers’ Representative shall have the right (at its option and the Sellers’ sole cost and expense) to control such Tax Claim relating to a Pre-Closing Tax Period (other than a Straddle Period); provided, however, that (i) the controlling party shall keep the non-controlling party reasonably informed and consult in good faith with the non-controlling party with respect to any pending or threatened auditsissue relating to such Tax Claim, notice (ii) the controlling party shall provide the non-controlling party with copies of deficiencyall correspondence, proposed adjustmentnotices and other written material received from any Governmental Authority with respect to such Tax Claim, assessment(iii) the controlling party shall provide the non-controlling party with a copy of, examination or other administrative or court proceedingand an opportunity to review and comment on, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required all submissions made to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising Governmental Authority in connection with such Tax Contest except to Claim and (iv) the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect controlling party may not agree to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses settlement or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest compromise thereof without the prior written consent of Buyerthe non-controlling party, which consent shall not be unreasonably withheld, conditioned or delayed. In If (A) the case Sellers’ Representative fails to notify the Buyer of its election to control such a Tax Claim within 30 days following receipt by the Sellers’ Representative of a notice of such Tax Contest of an Acquired Company Claim or its Subsidiaries for any (B) such Tax Claim relates to a Straddle Period, the Buyer shall control such Tax Contest Claim, subject to the US Seller’s right to participate in such proceedings at its own expenses to foregoing proviso. In the extent such Tax Contest relates to Taxes for which it is required to indemnify. If event of a conflict between the US Seller has provisions of this Section 6.06 and Section 8.05, the right but does not elect to represent the interests provisions of the Acquired Companies under this Section9.8, Buyer Section 6.06 shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contestscontrol.

Tax Contests. Each Party hereto shall notify If, following the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of Closing Date, the Purchaser or Merial or any Merial Subsidiary receives from any Taxing Authority written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, taxable periods ending on or before the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer Closing Date and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to which Sellers may have any Losses liability for Taxes, then Purchaser shall, or shall cause Merial to, promptly provide a copy of such notice to Sellers. In addition to any other rights that Sellers have under applicable Tax related to such Tax Contest; providedlaws, howeverthe JV Agreement, thatthe JV Termination Agreement, Buyer shall be entitled to participate in such proceedings at its own expenseor this Agreement, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired CompaniesA) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose case of any Tax Contest with respect to taxable periods ending on or before the Closing Date and with respect to which the Purchaser does not have any liability for Taxes and with respect to which Sellers may have any liability for Taxes, (x) the Purchaser shall, or shall cause Merial to, provide Sellers with the right, at Sellers’ expense, to control, manage and be responsible for, and to contest or settle, such Tax Contest, (y) Merial and Purchaser may participate in any such Tax Contest and Sellers shall not settle such Tax Contest without the prior written consent of BuyerMerial and Purchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed. In , and (z) Sellers shall keep Merial informed of the case progress of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject and shall provide copies of all written communications with any Taxing Authority related to the US Seller’s right to participate in such proceedings at its own expenses to the extent any such Tax Contest relates to Taxes for which it is required to indemnify. If Merial, (B) in the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose case of any Tax Contest with respect to taxable periods ending on or before the Closing Date and with respect to which Sellers and the Purchaser may have liability for Taxes, (i) such Tax Contest shall be jointly controlled by Sellers and the Purchaser, (ii) neither Sellers, on the one hand, nor the Purchaser, on the other hand, shall settle such Tax Contest without the prior express written consent of the US Sellerother party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. This Section9.8 , and not Section12.5 (iii) Sellers, on the one hand, and the Purchaser, on the other hand, shall govern keep the other party informed of the progress of any such Tax Contest and shall promptly provide copies of all written communications with respect any Taxing Authority related to any such Tax ContestsContest to the other party and (C) the Purchaser shall control any other Tax Contest.

Tax Contests. Each Party hereto (a) Purchaser shall promptly notify the other Party Seller in writing in accordance with Section13.2 within ten (10) Business Days following upon receipt by such Party Purchaser, any Purchasing Subsidiary or any Transferred Subsidiary of a written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination Tax audits or assessments with respect to Excluded Taxes or any other administrative or court proceeding, suit, dispute or other claim which could affect the liability for claims pursuant to Section 10.01 with respect to Taxes of such other party (“Tax ContestContest Claims”). If the Party required ; provided that no failure or delay by Purchaser to give such provide notice fails to do so in of a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest Claim shall reduce or otherwise affect the obligation of Seller hereunder except to the extent that the defense of such failure to give notice materially prejudices the other Party’s right to participate in or defend Tax Contest Claim is prejudiced thereby. Unless the Tax Contest. Except with Contest Claim is in respect to of either (x) a Straddle Period Return or (y) a taxable period which is neither a Pre-Closing Tax Contest for Period nor a Straddle Period, the US Seller shall have the sole right to represent control the interests conduct of the Acquired Companies any issues relating to Excluded Taxes or any other claims pursuant to Section 10.01 with respect to Taxes in any such Tax Contest Claim; provided that if such Tax Contest Claim involves or could affect Taxes (other than Excluded Taxes or Taxes for which it is Seller would be required to indemnify the Buyer and its Affiliates Purchaser under Section9.1 and to employ counsel Section 10.01) of its choice at its sole cost and expense but if and only if Purchaser, any Purchasing Subsidiary or any Transferred Subsidiary, (i) US Seller provides written notice shall have confirmed in writing that it will pay any Excluded Taxes and any Taxes for which Seller would be required to the Buyer of its election to control indemnify Purchaser under Section 10.01, in each case, arising from such Tax Contest within 10 days of receiving notice of the Tax Contest and Claim, (ii) Seller shall keep Purchaser informed regarding the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer progress and its Affiliates hereunder substantive aspects of such Tax Contest Claim, including providing Purchaser with respect to any Losses or Tax related all written materials relating to such Tax Contest; providedContest Claim received from the relevant Tax authority and all written materials submitted to such Tax authority by Seller, however, that, Buyer (iii) Purchaser shall be entitled to participate in such proceedings at its own expenseTax Contest Claim, including having an opportunity to comment on any written materials prepared in connection with such Tax Contest Claim and attending any conferences relating to such Tax Contest Claim, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companiesiv) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not compromise or settle or otherwise dispose of any such Tax Contest Claim without the obtaining Purchaser’s prior written consent of Buyerconsent, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.

Tax Contests. Each Party hereto After the Closing Date, Parent shall notify the other Party Stakeholder Representative in writing in accordance with Section13.2 within ten thirty (1030) Business Days following receipt by such Party days of written notice the commencement of any pending Tax Claim, of or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest 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 Straddle Periodclaim against the Escrow Fund under Article VII. Such notice shall contain factual information describing any asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. Thereafter, Parent shall deliver to the Stakeholder Representative, as promptly as possible but in no event later than thirty (30) days after the Parent's receipt thereof, copies of all relevant notices and documents (including court papers) received by the 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 taxpayer or after the lapse of time would be grounds for a claim against the Escrow Fund under Article VII, the US Seller Stakeholder Representative shall have the sole right to represent control the interests conduct of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of Claim and shall have the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation right to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to settle such Tax ContestClaim without the consent of any other party; provided, however, thatthat any settlement would not have, Buyer shall be entitled individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries after the Closing Date and the portion of any Straddle Period ending after the Closing Date. In the case of any Tax Claim relating to the Taxes of any Straddle Period, Parent and Stakeholder Representative may each participate in such proceedings the audit or proceeding at its their own expense, and if such settlement the audit or proceeding shall be controlled by the Parent or the Stakeholder, whichever would adversely affect Buyer or any of its Affiliates (including any bear the burden of the Acquired Companies) in a greatest portion of the adjustment; provided, however, that the party controlling the Straddle Period Tax period (or portion thereof) beginning after the Closing, the US Seller Claim shall not settle such audit or otherwise dispose of any Tax Contest proceeding without the prior written consent of Buyerthe other party, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a any Tax Contest Claim relating to the Taxes of an Acquired Company or its Subsidiaries for any Straddle Post-Closing Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer Parent shall have the right to represent control the interests conduct of the Acquired Companies in such Tax Contest with reasonable costs of Claim and shall have the right to settle such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose Tax Claim without the consent of any Tax Contest without other party; provided, however, that any settlement would not have a Material Adverse Effect on the prior written consent of Company and its Subsidiaries for a Pre-Closing Period pursuant to which Parent is entitled to make a claim on the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax ContestsEscrow Fund under Section 5.12(a).

Tax Contests. Each Party hereto Subject to obtaining any Required Consents which may be necessary to change the Tax Matters Partner, Seller shall notify cooperate with Purchaser in filing such forms and notices as are required to cause Purchaser or its designee to be the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party Tax Matters Partner, pursuant to the Code, for all taxable years of written notice each Project Partnership. If a Governmental Entity shall propose an adjustment to, or examine or audit of, the Taxes of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder Project Partnership with respect to any Losses matter which, if determined adversely, would give rise to an indemnity obligation pursuant to Section 7.1 or Tax related a payment by Seller or a Seller Guarantor to a Limited Partner under a tax credit guaranty, then Purchaser shall notify Seller within twenty (20) days of receipt of notice of any such Tax Contestadjustment, examination or audit; provided, however, thatthat the failure to give such notice shall not relieve Seller of its obligations hereunder unless such failure reasonably prevents Seller from exercising its rights under this Agreement, Buyer or materially impairs or prejudices the exercise of such rights. Seller may at any time after receipt of such notice provide, at its election, a notice (a “Control Notice”) to Purchaser that Seller intends to direct and control the examination, audit or contest as to one or more proposed adjustments. If Seller elects not to deliver a Control Notice to Purchaser, then Purchaser shall direct and control the audit, examination or contest, but shall nevertheless keep Seller reasonably informed as to all actions to be entitled taken in connection with such contest, shall promptly provide Seller with all material correspondence sent to, or received from, the Governmental Entity regarding such adjustment and such other documentation as reasonably requested by Seller relating to the proposed adjustment, shall consult with Seller in good faith concerning the procedure in which such adjustment is contested, and the substantive arguments to be asserted by Purchaser in such contest, and shall allow a Seller representative to attend all meetings with representatives of the Governmental Entity regarding the proposed adjustment (the retention of control by Purchaser where no Control Notice is delivered shall not impair Purchaser’s rights to claim on any indemnity). Prior to proposing or entering into any settlement or agreement with the Government Entity or payment of Tax regarding any proposed adjustment as to which a Control Notice was not delivered, Purchaser shall provide Seller with the relevant information regarding such proposed settlement or agreement or payment of Tax and Seller shall have ten (10) days after receipt of such information to provide a Control Notice as to the adjustments that are the subject of such settlement or agreement or payment of Tax, and during such time period Purchaser shall not take any action with respect to such adjustments. If Seller at any time delivers a Control Notice to Purchaser, then, with respect only to those proposed adjustments as to which the Control Notice relates, Seller shall, subject to the rights of any limited partner under the applicable Project Partnership Agreement to provide prior written consent to various actions and to exercise other rights to participate in such proceedings at its own expensethe applicable proceeding, direct and control the progress of and settle the audit, examination or contest, and specifically, without limitation: (i) Purchaser may not settle such proposed adjustments, or pay any tax with respect thereto, without Seller’s consent, (ii) Purchaser shall, if requested by Seller, contest any such settlement would adversely affect Buyer proposed adjustment, except that Purchaser shall not be required to appeal any adverse determination to the United States Supreme Court, (iii) Seller or its representative may attend and direct all meetings with the Governmental Entity regarding such proposed adjustments, (iv) at Seller’s request, Purchaser shall provide a power of attorney to one or more counsel or other authorized representatives designated by Seller and reasonably acceptable to Purchaser, who shall represent the Project Partnership with respect to such adjustments, under the direction of Seller, and Purchaser shall cooperate with Seller and its representatives to provide documentation and other reasonable assistance in connection therewith. Delivery by Seller of a Control Notice shall constitute an agreement by Seller to indemnify Purchaser on demand for any Liability incurred by Purchaser by reason of any Taxes, additions to Tax, interest or penalties finally determined to be owing as a result of the proposed adjustments to which the Control Notice relates, provided that indemnification shall not include a gross up for the tax liability on indemnification payments made to Purchaser, or any other payment made to Purchaser relating to indemnification on an after tax basis. The parties shall share equally the reasonable actual costs of its Affiliates any unaffiliated third party professionals (including e.g. attorneys and accountants) engaged in connection with any of the Acquired Companies) proceedings described in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax ContestsSection 7.3(f).

Tax Contests. Each Party hereto From and after the Closing Date, Purchasers, on the one hand, and Sellers, on the other hand (each, the "Recipient," and together, the "Tax Contest Parties"), shall notify the other Tax Contest Party in writing in accordance with Section13.2 within ten (10) Business Days following of receipt by such Party the Recipient of written notice of any pending or threatened audits, notice of tax deficiency, proposed tax adjustment, tax assessment, tax audit, tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes or Tax Returns of the Target Companies or their Subsidiaries (each and any of the foregoing, a "Tax Contest") which Tax Contest could reasonably be expected to affect the liability for Taxes obligations of such other party (“Tax Contest”)Contest Party, or their Affiliates, with respect to Taxes pursuant to this Agreement. If the Party required A Recipient's failure to give such comply with this notice fails to do so in a timely manner, such failure provision shall not relieve the other Party of its obligation under affect such Recipient's right to indemnification pursuant to this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except unless (and only to the extent that such failure to give notice materially prejudices that) the other Party’s right to participate in or defend the Tax ContestContest Party is adversely prejudiced as a consequence of such failure. Except with respect to (i) If a Tax Contest for relates to a Pre-Closing Tax Period or a Straddle Period, Sellers shall, at their expense, control the US Seller defense and settlement of such Tax Contest and Purchasers, at Purchasers' expense and with counsel of its own choosing, shall have the sole right to represent the interests participate fully in all aspects of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel defense of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in if the resolution of such proceedings at its own expense, and if such settlement Tax Contest would adversely affect Buyer increase the Tax liability of Purchasers or any of its their Affiliates (including for any Post-Closing Straddle Period or Post-Closing Tax Period or otherwise adversely affect Purchasers or any of the Acquired Companiestheir Affiliates, Sellers shall (a) conduct such Tax Contest diligently and in good faith, (b) consult in good faith with Purchasers before taking any action in connection with such Tax Contest that might adversely affect Purchasers or any of their Affiliates, (c) consult in good faith with Purchasers and offer Purchasers a reasonable opportunity to comment before submitting to any Governmental Authority any written materials prepared or furnished in connection with such Tax period Contest, and (or portion thereofd) beginning after the Closingnot settle, the US Seller shall not settle discharge, compromise, or otherwise dispose (each, a "disposition") of any such Tax Contest without obtaining the prior written consent of BuyerPurchasers, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.

Tax Contests. Each Party hereto shall promptly notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following upon receipt by such Party of a written notice of any pending or threatened auditsTax audit, notice of deficiency, proposed adjustment, assessment, examination assessment or other administrative Proceeding with respect to (i) any Company Tax or court proceedingTax Return with respect to Company Taxes related to any taxable period ending on or including the Effective Time, suit(ii) the Tap Rock Combined Returns, dispute or other claim which could affect (iii) a Pass-Through Tax Return for any taxable period that does not begin after the liability for Taxes of such other party Closing Date (a “Tax ContestProceeding”). If Such notice shall include a copy of the Party required to give such notice fails to do so relevant portion of any correspondence received from the relevant Governmental Authority and shall describe in a timely manner, such failure shall not relieve reasonable detail the other Party nature of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except Proceeding to the extent that known by such failure to give notice materially prejudices Party. Purchaser and Sellers’ Representative shall cooperate with each other in the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests conduct of the Acquired Companies in any Tax Contest for which it is required to indemnify Proceeding following the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if Closing. Sellers’ Representative shall (i) US Seller provides written notice control the conduct of and manage any Tax Proceeding related to a Pass-Through Tax Return for a taxable period ending on or before the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest Closing Date or any Tap Rock Combined Return, and (ii) have the US Seller confirms right to control the conduct of and manage any Tax Proceeding to the extent it relates solely to a Pre-Effective Time Tax Period and, in writing that the US Seller has the obligation to indemnify the Buyer each case, Purchaser shall, and shall cause its Affiliates hereunder to, take such actions that are reasonably requested by Sellers’ Representative (including providing a power of attorney) to enable Sellers’ Representative to exercise such rights with respect to any Losses or Tax related to such Tax ContestProceeding; provided, however, that, Buyer that Sellers’ Representative shall keep Purchaser reasonably informed regarding the progress and substantive aspects of any such Tax Proceeding and Purchaser shall be entitled at its expense to participate in any such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller Proceeding; provided further that Sellers’ Representative shall not compromise or settle or otherwise dispose of any such Tax Contest Proceeding without the obtaining Purchaser’s prior written consent of Buyer, (which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify). If the US Seller has the right but (i) Sellers’ Representative does not elect to represent control the interests conduct of a Tax Proceeding related solely to a Pre-Effective Time Tax Period or (ii) the Acquired Companies under this Section9.8Tax Proceeding relates to a Post-Effective Time Tax Period (and does not relate to a Pass-Through Tax Return for any taxable period ending on or before the Closing Date or a Tap Rock Combined Return), Buyer Purchaser shall have the right to represent control the interests conduct of and manage the Acquired Companies Tax Proceeding; provided, however, that, with respect to any Tax Proceeding that relates to (i) a Pass-Through Tax Return for a taxable period beginning on or before the Closing Date and ending after the Closing Date or (ii) a Straddle Period, (x) Purchaser shall keep Sellers’ Representative reasonably informed regarding the progress and substantive aspects of such Tax Proceeding, (y) Sellers’ Representative shall be entitled to participate (at its own expense) in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer Proceeding and (z) Purchaser shall not compromise or settle or otherwise dispose of any such Tax Contest Proceeding without the obtaining Sellers’ Representative’s prior written consent of the US Seller, (which consent shall not be unreasonably withheld, conditioned or delayed). This Section9.8 In the case of any conflict between this Section 11.7 and not Section12.5 provisions of Article 10, this Section 11.7 shall govern with respect to Tax Contestscontrol.

Tax Contests. Each Party hereto shall CRISPR will notify Bayer within [***] days upon the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice of any pending notice, or threatened auditsbecoming aware, notice of deficiency, proposed adjustment, assessment, examination any material audit or other administrative similar examination with respect to Taxes relating to Casebia and/or Subsidiaries of Casebia for which Bayer would reasonably be expected to be liable pursuant to this Agreement or court proceedingthat relates to a Tax Return of Casebia and/or Subsidiaries of Casebia for which items of income, suitdeduction, dispute credit, gain or other claim which could affect the liability for Taxes of such other party loss are passed through to Bayer and CRISPR (a “Tax Contest”). If the Party required to give ; provided, however, that no failure or delay of CRISPR in providing such notice fails will reduce or otherwise affect the obligations of Bayer pursuant to do so in a timely mannerthis Agreement, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that Bayer is materially and adversely prejudiced as a result of such failure or delay. CRISPR will control, and cause the applicable Subsidiary of Casebia to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Periodcontrol, the US Seller shall have the sole right to represent the interests conduct of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, thatthat (x) Bayer, Buyer shall be entitled at its own cost and expense, will have the right to participate in any such proceedings at its own expense, Tax Contest and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companiesy) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall CRISPR will not settle or otherwise dispose of any such Tax Contest without the Bayer’s prior written consent of Buyerconsent, which consent shall not to be unreasonably withheld, conditioned or delayed. In Notwithstanding anything in this Agreement to the case contrary, (i) the parties will not be permitted to make any election pursuant to Section 1101(g)(4) of a P.L. 144-74 (2015) or Treasury Regulations Section 301.9100-22 (or, in each case, any corresponding or similar provision of state or local applicable Law or any Treasury Regulations promulgated with respect thereto) in connection with any Tax Contest or other filing or amendment of an Acquired Company any Tax Return of Casebia or its Subsidiaries any Subsidiary of Casebia, in each case, with respect to any taxable period ending on or before December 31, 2017, (ii) with respect to any U.S. federal and state and local income Tax Returns for Casebia or any Subsidiary of Casebia for any taxable period beginning after December 31, 2017 and ending on or before the Closing Date or any Straddle Period, Buyer shall control CRISPR will be permitted to make, to the maximum extent permitted under applicable Law, the election described in Code Section 6221(b) on such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent Returns (and any similar or corresponding election for any such Tax Contest relates Returns for state and local jurisdictions) (collectively, the “Audit Opt Out Election”) and (iii) if the Audit Opt Out Election is not available, CRISPR will be permitted to Taxes for which it is required cause Casebia and/or Subsidiaries of Casebia to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern make a Code Section 6226 “push out” election with respect to any “imputed underpayment” relating to any settlement or compromise in connection with any Tax ContestsContest.

Tax Contests. Each Party hereto (i) Buyer shall notify the other Party in writing in accordance with Section13.2 Seller within ten (10) Business Days following receipt by such Party business days of written notice a Tax Proceeding for a Pre-Closing Tax Period with respect to a Transferred Company, provided that the failure to so notify Seller shall not affect Seller’s indemnification obligation under Section 7.08(d) except to the extent of any pending material prejudice actually incurred by Seller. With respect to any Tax Proceeding relating to (A) a Pre-Closing Tax Period with respect to a Transferred Company, the Transferred Assets or threatened auditsthe Business (other than a Straddle Period or a Tax Proceeding with respect to a Transfer Tax) or (B) a consolidated Tax Return of which Jxxxxxx & Jxxxxxx, notice Xxxxxx Corporation or any of deficiencytheir Subsidiaries (other than a Transferred Company) is the common parent, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party Seller may choose in its sole discretion (“Tax Contest”). If the Party required at its expense) to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising control all proceedings and may make all decisions taken in connection with such Tax Contest except Proceeding (including selection of counsel), and, without limiting the foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and sxx for a refund or contest the Tax at issue in such Tax Proceeding, provided that, to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of Proceeding or the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses resolution or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect thereof could have an impact on Buyer or any of its Affiliates (including any of the Acquired Transferred Companies) in a Tax period (or portion thereof) beginning after the ClosingPrincipal Closing Date, the US (x) Seller shall provide Buyer with a timely and reasonably detailed account of each phase of such Tax Proceeding and shall consult with Buyer before taking any significant action in connection with such Tax Proceeding and (y) Seller shall not settle settle, compromise or otherwise dispose of abandon any such Tax Contest Proceeding without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld. With respect to any Tax Proceeding relating to a Straddle Period with respect to a Transferred Company, conditioned the Transferred Assets or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle PeriodBusiness, Buyer shall may choose in its sole discretion (at its expense) to control all proceedings and may make all decisions taken in connection with such Tax Contest subject to Proceeding (including selection of counsel), and, without limiting the US Seller’s right to participate foregoing, may, in its sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the applicable Tax liability and sxx for a refund or contest the Tax at issue in such proceedings at its own expenses Tax Proceeding, provided that, to the extent such Tax Contest relates Proceeding or the resolution or settlement thereof could have an impact on Seller or any of its Affiliates with respect to the Pre-Closing Tax Period resulting in an increase of Seller’s liability for Taxes for which it is required pursuant to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8Agreement, (a) Buyer shall have the right to represent the interests provide Seller with a timely and reasonably detailed account of the Acquired Companies in each phase of such Tax Contest Proceeding and shall consult with reasonable costs of Seller before taking any significant action in connection with such control being borne by US Seller, provided that Tax Proceeding and (b) Buyer shall not settle settle, compromise or otherwise dispose of abandon any such Tax Contest Proceeding without obtaining the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.

Tax Contests. Each Party hereto (A) If a claim shall be made by any taxing authority (a "Tax Claim") which, --------- if successful, might result in an indemnity payment pursuant to Section 7.4(g), the indemnifying party shall promptly notify the other Party in writing in accordance with Section13.2 within ten (10) indemnified party of such claim no later than 20 Business Days following receipt by after such Party of written notice of any pending or threatened auditsTax Claim is made; provided, notice of deficiency-------- however, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of failure to provide such other party (“Tax Contest”). If the Party required to give notification within such notice fails to do so in a timely manner, such failure period shall not relieve --- release the other Party of indemnifying party from its obligation under this Agreement indemnification obligations hereunder except to indemnify for the extent the indemnified party is prejudiced thereby. (B) With respect to any Taxes arising Tax Claim relating to a taxable period ending on or before the Closing Date or relating to or affecting a Consolidated Tax Return, Pfizer shall control all proceedings and may make all decisions taken in connection with such Tax Contest except to Claim (including selection of counsel) and, without limiting the extent that such failure to give notice materially prejudices the other Party’s right to participate foregoing, may in its sole discretion pursue or defend forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax Contest. Except with respect to a Tax Contest claimed and xxx for a Straddle Period, refund where applicable law permits such refund suits or contest the US Seller shall have the sole right to represent the interests of the Acquired Companies Tax Claim in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer permissible manner. Purchaser shall be entitled to be informed of such Tax Claim within a reasonable time after such Tax Claim is asserted and the developments with respect to such Tax Claim at any administrative meeting, conference, hearing or other proceeding. (C) Except as otherwise provided in Section 7.4(i)(B), Pfizer and Purchaser shall jointly control and participate in such all proceedings at its own expense, and if such settlement would adversely affect Buyer or taken in connection with any of its Affiliates (including any Tax Claim relating to Taxes of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries Conveyed Companies for any Straddle Period, Buyer . Neither Pfizer nor Purchaser shall control settle any such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest Claim without the prior written consent of the US Sellerother, which consent shall not be unreasonably withheld. (D) Except as otherwise provided in Section 7.4(i)(B), conditioned or delayed. This Section9.8 and not Section12.5 Purchaser shall govern control all proceedings with respect to Taxes for any taxable period beginning after the Closing Date. (E) Purchaser, the Conveyed Companies and each of their respective Affiliates, on the one hand, and Pfizer and its respective Affiliates, on the other, shall cooperate in contesting any Tax Contests.Claim, which cooperation shall include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Purchaser shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section. Section 7.5

Tax Contests. Each Party hereto (a) Buyer shall promptly notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following Principal Stockholders upon receipt by such Party of written notice of any pending Tax Claim relating to the Company or threatened auditsany of the Company Subsidiaries if such Tax Claim could give rise to a claim against Buyer for indemnification pursuant to this Article X and shall thereafter promptly forward to the Principal Stockholders copies of any written communications received from any Governmental Authority by the Company or the Company Subsidiaries in connection with any Tax Claim with respect to which the Principal Stockholders are the Controlling Party; provided, notice however, that the failure of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required Buyer to give the Principal Stockholders such prompt notice fails or to do so in a timely manner, forward such failure written communications as required herein shall not relieve the other Party Principal Stockholders of its obligation any obligations under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest Article X, except to the extent that such the Principal Stockholders are materially prejudiced thereby. The Principal Stockholders shall promptly notify Buyer upon their receipt of written notice of any Tax Claim relating to the Company or the Company Subsidiaries; provided, however, that the failure of the Principal Stockholders to give the Buyer such prompt notice shall not relieve the Buyer of any obligations under this Article X, except to the extent that the Buyer is materially prejudices prejudiced thereby. In the other Party’s right to participate in or defend the case of any Tax Contest. Except Claim with respect to a Tax Contest for a Straddle Periodproposed assessment described in this Section 10.3, the US Seller Controlling Party shall have the sole right be entitled to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ appoint legal counsel of its choice at its sole cost expense and expense but if and only if (i) US Seller provides written notice to shall control the Buyer of its election to control such Tax Contest within 10 days of receiving notice conduct of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax ContestClaim; provided, however, that, Buyer shall be entitled to participate that in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose case of any Tax Contest Claim with respect to a Pre-Closing Taxable Period or a Straddle Period, (i) the Controlling Party shall provide the Noncontrolling Party with a timely and reasonably detailed account of each stage of such Tax Claim and a copy of the portions of all documents relating to such Tax Claim which are relevant to any Tax for which the Noncontrolling Party may be required to indemnify or may otherwise be liable, (ii) the Controlling Party shall consult with the Noncontrolling Party before taking any significant action in connection with such Tax Claim that might adversely affect the Noncontrolling Party, (iii) the Controlling Party shall consult with the Noncontrolling Party and offer the Noncontrolling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Claim (including, to the extent practicable, any documents furnished to the applicable Governmental Authority in connection with any discovery request) to the extent such materials concern matters in such Tax Claim that could adversely affect the Noncontrolling Party, (iv) the Controlling Party shall defend such Tax Claim diligently and in good faith as if the Controlling Party were the only party in interest in connection with such Tax Claim, and the Noncontrolling Party shall reasonably facilitate to the extent requested by the Controlling Party, and shall not impede, such Tax Claim, (v) the Controlling Party shall not settle, compromise or abandon any such Tax Claim without obtaining the prior written consent of Buyerconsent, which consent shall not be unreasonably withheld, conditioned of the Noncontrolling Party if such settlement, compromise or delayedabandonment could have an adverse impact on the Noncontrolling Party. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control event that the Noncontrolling Party reasonably withholds such Tax Contest subject consent pursuant to the US Seller’s right to participate in such proceedings preceding clause (v), the Noncontrolling Party may assume the defense of the Tax Claim at its own expenses to expense and the extent such Tax Contest relates to Taxes for which it is required to indemnifyControlling Party's liability with respect thereto shall not exceed the amount of liability that the Controlling Party would have had under the proposed settlement. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the sole right to represent the interests Company and each of the Acquired Companies Company Subsidiaries' interests in such Tax Contest with reasonable costs of such control being borne by US Seller, provided that Buyer shall not settle or otherwise dispose of any Tax Contest without Claim relating to a taxable period that begins after the prior written consent Closing Date, and the Principal Stockholders shall have the sole right to represent the Company and each of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect Company Subsidiaries' interests in any Tax Claim relating to Tax Contestsa Pre-Closing Taxable Period (other than a Straddle Period).

Tax Contests. Each Party hereto The procedures set forth in this Section 11.4 rather than Section 9.6 shall notify govern the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice contest or resolution of any pending claim, audit, investigation or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for proceeding relating to Taxes of such other party (a “Tax ContestProceeding”). If an Indemnified Party receives notice of a Tax Proceeding, which, if successful, might result in an indemnity payment pursuant to Article 9, the Party required to give party receiving such notice fails shall promptly notify the Indemnifying Party of such Tax Proceeding; provided, however, that the failure by an Indemnified Party to do so in a timely manner, such failure provide prompt notification shall not relieve the other Indemnifying Party of its obligation under this Agreement indemnification obligations hereunder, except to indemnify for any the extent that the Indemnifying Party is materially prejudiced thereby in defending such Tax Proceeding. Seller shall control all Tax Proceedings related to Taxes arising that are Excluded Liabilities (other than Taxes relating to a Straddle Period) and shall have the right to make all decisions in connection with such Tax Contest except Proceedings, including, without limitation, the decision to the extent that such failure pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authority, or to give notice materially prejudices the other Party’s right to participate in or defend pay the Tax Contest. Except with respect to a Tax Contest claimed, xxx for a Straddle Period, refund or contest the US Seller shall have the sole right to represent the interests of the Acquired Companies disputed Tax in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contestlegally permissible manner; provided, however, that, Buyer that Seller shall be entitled not take any position with respect to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest foregoing that would reasonably be expected to have an adverse effect on Buyer without the consultation with and prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the case lieu of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8consent, Buyer shall have the right to represent the interests of the Acquired Companies participate in such Tax Contest Proceedings with reasonable costs counsel of such its choosing and at its expense. Buyer shall control being borne Tax Proceedings relating to the Taxes covered by US Section 11.2 and the Tax Returns related thereto; provided, however, that Seller, provided upon timely notification to Buyer, may elect to participate in such Tax Proceedings with counsel of its choosing and at its expense. In the event that Seller does not elect to participate in such Tax Proceedings, Buyer shall keep Seller apprised of all major developments with respect to such Tax Proceedings and shall not settle the claims or otherwise dispose assessments that are the subject of any such Tax Contest Proceedings without the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned withheld or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.

Tax Contests. Each Party hereto The Buyer and the Stockholders shall promptly notify the other Party party in writing in accordance with Section13.2 within ten (10) Business Days following upon receipt by such Party party or any of their Affiliates of a written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim action with respect to Taxes for which could affect the Stockholders may have liability for Taxes of such other party pursuant to this Agreement (“Tax ContestContest Claims”). If the , provided, however, that no failure or delay by any Party required to give such provide notice fails to do so in of a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest Claim shall reduce or otherwise affect the obligation of the Parties hereunder, except to the extent that such failure to give notice materially prejudices the other Party’s Parties are actually prejudiced thereby. The Buyer and the Stockholders shall cooperate with each other in the conduct of any Tax Contest Claim. The Stockholders shall have the right to participate control the conduct of any Tax Contest Claim relating solely to any taxable period that ends on or before the Closing Date if the Stockholders agree in or defend writing that the Tax Contest. Except Stockholders are liable for all Taxes payable with respect to a such Tax Contest for a Straddle Period, Claim and the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify Stockholders provide the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides with written notice to the Buyer of its their election to control such Tax Contest Claim within 10 thirty (30) days of receiving receipt of notice thereof (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of the Buyer to defend such Tax Contest Claim) (any such claim, a “Stockholder Tax Contest Claim”); provided, that (i) the Stockholders shall keep the Buyer informed regarding the progress and substantive aspects of any Stockholder Tax Contest Claim, (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, any Stockholder Tax Contest Claim and if such settlement would adversely affect Buyer or any of its Affiliates (including any of iii) the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller Stockholders shall not compromise, settle or otherwise dispose of resolve any Stockholder Tax Contest Claim without obtaining the Buyer’s prior written consent of Buyerconsent, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, The Buyer shall have the right to represent control all Tax Contest Claims (other than Stockholder Tax Contest Claims); provided, that (A) the interests Buyer shall keep the Stockholders informed regarding the progress and substantive aspects of the Acquired Companies any issues in such Tax Contest Claim for which the Stockholders have liability pursuant to this Agreement, (B) the Stockholders shall be entitled to participate in such Tax Contest Claim with reasonable costs of such control being borne by US Seller, provided that respect to any issues for which the Stockholders have liability pursuant to this Agreement and (C) the Buyer shall not compromise or settle or otherwise dispose of any issues in such Tax Contest Claim for which the Stockholders have liability pursuant to this Agreement, without obtaining the Stockholders’ prior written consent of the US Sellerconsent, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern Notwithstanding anything to the contrary, with respect to any Tax ContestsContest Claim relating to a taxable period of the HoldCo ending on or prior to the Closing Date, if determined by Buyer (in its sole discretion), the Stockholders shall and shall cause their Affiliates to take any and all actions necessary to make any available “push out” election under Section 6226 of the Code and Treasury Regulation Section 301.6226-1(a) (and any similar provisions under applicable Law) with respect thereto. Notwithstanding anything to the contrary, to the extent of any conflict between this Section 5.4(d) and Section 6.3, this Section 5.4(d) and not Section 6.3 shall govern the defense of any Tax Contest Claims.

Tax Contests. Each Party hereto shall notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written If either party receives notice of any pending or threatened auditsTax Proceeding, such party shall provide written notice of deficiencythereof to the other party; provided, proposed adjustmenthowever, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect that the liability for Taxes failure of such other party (“Tax Contest”). If the Party required to give such prompt notice fails to do so in a timely manner, such failure shall not relieve the other Party party of any of its obligation obligations under this Agreement Article 7, except to indemnify the extent that the other party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Proceeding and shall include a copy of the relevant portion of any Taxes arising correspondence received from the taxing authority. In the case of a Tax Proceeding of or with respect to any of the Transferred Entities for a Pre-Closing Tax Period (other than a Straddle Period), Seller shall have the exclusive right to control such Tax Proceeding in all respects; provided, however, that if the resolution of any such Tax Proceeding would reasonably be expected to have a material adverse impact on Purchaser and its Affiliates, then Seller shall consult with Purchaser before taking any significant action in connection with such Tax Contest except Proceeding and shall provide Purchaser with a timely and reasonably detailed account of each phase of such Tax Proceeding and, to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests resolution of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement Proceeding would adversely affect Buyer bind Purchaser or any of its Affiliates (including any of the Acquired Companies) in for a post-Closing Tax period (or portion thereof) beginning after the ClosingPeriod, the US Seller shall not settle settle, compromise or otherwise dispose of abandon any such Tax Contest Proceeding without obtaining the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer Purchaser shall have the right to represent the interests control any Tax Proceeding of or with respect to any of the Acquired Companies in Transferred Entities for any Straddle Period; provided, however, that if any such Tax Contest Proceeding could have an adverse impact on Seller or any of its Affiliates (including as a result of any indemnity pursuant to this Agreement), then (a) Purchaser shall consult with reasonable costs of Seller before taking any significant action in connection with such control being borne by US SellerTax Proceeding, provided that Buyer (b) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, and (c) Purchaser shall not settle settle, compromise or otherwise dispose of abandon any such Tax Contest Proceeding without obtaining the prior written consent of the US Seller, which consent shall not be unreasonably withheld, conditioned or delayed. This Section9.8 and not Section12.5 shall govern with respect to Tax Contests.