Common use of Controversies Clause in Contracts

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon Buyer shall notify Sellers’ Representative in writing within ten (10) days of the receipt by the Buyer or any Affiliate the Company of the Buyer of any written notice of any inquiries, audits, examinations, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers may would be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the . Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax MatterMatter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If the Sellers’ Representative assumes such defense on behalf of the defense, Sellers, then the ’ Representative shall have the authority, with respect to any such Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Sellers’ Representative. The Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of any of the foregoing for a postany Post-Closing Tax period Period, including any Straddle Period, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers’ Representative shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer or Buyer’s counsel to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter proceeding and to employ counsel, be present at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate meetings or proceedings with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingrelevant Taxing Authority.

Controversies. Notwithstanding Section 10.4(cNewco shall notify Philips in writing, and in reasonable detail (taking into account the information then available), this Section 11.2 shall control within thirty (30) days of the receipt by Newco or any Affiliate of Newco (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period for which Philips may be liable under Section 6.9(b) and Section 6.9(f) (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the delay or failure to provide give such notice with respect to subclause (a) will notification shall not affect the Buyer’s right to indemnification under this provided in Section 11.2 6.9(f) except to the extent that the Sellers’ defense Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure Matters relating solely to provide such notice with respect a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to subclause (bindemnify Newco therefore according to Section 6.9(b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may6.9(f), Philips, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant U.S. Internal Revenue Service, any other Taxing Authority Authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any such limitations with respect to a Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contestingsettling audits or lawsuits; provided, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofhowever, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative that Philips shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Newco, the Buyer, Holdco, Enginetics Company or any Affiliate of the foregoing Company Subsidiary for a postany Post-Closing Tax period Period, including any Straddle Tax Period, without the prior written consent of the BuyerNewco, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Philips shall keep the Buyer Newco fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, . Philips and willNewco shall jointly represent the interests of the Company and the Company Subsidiaries with respect to all Tax Matters relating to a Straddle Tax Period or relating to both a Pre-Closing Tax Period and a Post-Closing Tax Period. Philips shall, in good faith, allow the Buyer Newco or Newco’s counsel to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Parent shall control promptly notify the Shareholders' Representative in writing upon receipt by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers Parent or the Company may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right entitled to indemnification under this Section 11.2 except to 9.7 hereof or under the extent that the Sellers’ defense of Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contactMatter"). The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Shareholders' Representative shall have the authority, authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax returns and contestingsettling audits; provided, defending however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defenseincome, then assets or operations of the Representative will be entitled to defend and settle such Tax Matter using Company or any of its subsidiaries for all taxable periods; provided, however, that the Base Escrow AmountParent shall not, and shall cause its affiliates (including the Representative Company and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but its subsidiaries) not the duty) to participate in the defense of such Tax Matter and to employ counselto, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent that it adversely affects the Tax liability portion of the Buyer, Holdco, Enginetics Overlap Period ending on or any Affiliate of prior to the foregoing for a post-Closing Tax period Date without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(cPurchaser or Seller, as applicable (the “Tax Indemnified Party”) shall notify Seller or Purchaser, as applicable (the “Tax Indemnifying Party”) in writing, and in reasonable detail (taking into account the information then available), this Section 11.2 within thirty (30) calendar days of the receipt by the Tax Indemnified Party or any of its Affiliates (it being understood that the Company shall control be an Affiliate of Purchaser after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers Tax Indemnifying Party may be required to reimburse the Buyer pursuant to this Agreement or (bliable under Section 5.7(g) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the delay or failure to provide give such notice with respect to subclause (a) will notification shall not affect the Buyer’s right to indemnification under this provided in Section 11.2 5.7(g) except to the extent that the Sellers’ defense Tax Indemnifying Party shall have been actually and materially prejudiced as a result of such delay or failure. For Tax Matter is demonstrably prejudiced by such failure; providedMatters relating solely to a Pre-Closing Tax Period, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySeller, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, exclusive authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant IRS, any other Taxing Authority Authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any such limitations with respect to a Tax Matter subject to the limitations contained hereinMatter, including responding to inquiriesinquiries and settling audits or lawsuits; provided, and contestinghowever, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative that Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Purchaser or the Buyer, Holdco, Enginetics or Company for any Affiliate of the foregoing for a postPost-Closing Tax period Period, including any Straddle Tax Period, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Seller shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller and Purchaser shall jointly represent the interests of the Company with respect to all Tax Matters relating to a Straddle Tax Period. Purchaser shall have the exclusive authority to represent the interests of the Company for any Tax Matter not described in the preceding two sentences, including the sole right to extend or waive the statute of limitations with respect to such Tax Matter, to respond to inquiries and willto settle any audits or lawsuits, provided that if such Tax Matter relates to a Tax for which Seller would be liable under Section 5.7(g) then Purchaser shall keep Seller fully informed regarding the progress of such Tax Matter and shall discuss in advance with Seller, in good faith, all significant strategic decisions relating to the Tax for which Seller would be liable. The party controlling the conduct of a Tax Matter under this Section 5.7(f) shall, in good faith, allow the Buyer other party or its counsel to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control promptly notify the Sellers' Representative in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”"TAX MATTER"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySellers' Representative, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax returns and contestingsettling audits; provided, defending however, that the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser, the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Sellers' Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Sellers' Representative shall, in good faith, allow the Purchaser to make comments to the Sellers' Representative regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 9.3, the Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defenseincome, then assets or operations of the Representative will be entitled to defend and settle such Tax Matter using Company for all tax- able periods; provided, however, that the Base Escrow AmountPurchaser shall not, and shall cause its affiliates (including the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but Company) not the duty) to participate in the defense of such Tax Matter and to employ counselto, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent that it adversely affects the Tax liability portion of the Buyer, Holdco, Enginetics Overlap Period ending on or any Affiliate of prior to the foregoing for a post-Closing Tax period Date without the prior written consent of the BuyerSellers' Representative, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Purchaser shall promptly notify the Sellers' Representative in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to an Overlap Period for which the Sellers may be liable under this Agreement. The Purchaser shall keep the Buyer Sellers' Representative fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and willtax matter relating to an Overlap Period. The Purchaser shall, in good faith, allow the Buyer Sellers' Representative to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter make comments to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative Purchaser regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 Purchaser shall control promptly notify Seller upon receipt by Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco taxable period ending prior to or Enginetics to file a Tax Return or pay Taxes ending on and including the Closing Date for any Pre-Closing Tax Period or Straddle Period which Seller may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “"Tax Matter”"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySeller, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing IRS, any other taxing authority, any other Governmental or Regulatory Authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly ; provided that neither Seller nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, the Buyer, Holdco, Enginetics Company or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Seller shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Seller shall, in good faith, allow the Buyer Purchaser to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter make comments to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative Seller regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c)(a) Except with respect to matters relating to the Sales Tax Indemnity, this Section 11.2 the Purchaser shall control promptly notify the Sellers’ Representative upon receipt by the Purchaser or any Affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice . Except with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except matters relating to the extent that Sales Tax Indemnity, the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; providedRepresentative, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayor its Representative, at the Sellers’ sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority or any other Governmental Entity and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, that (i) the Representative has assumed such defensePurchaser, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from shall be allowed to participate in such Tax Matters and (ii) neither the counsel employed by the Sellers’ Representative. The Representative , any Seller nor any of its Affiliates shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerPurchaser, Holdco, Enginetics the Company or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Sellers’ Representative, the Sellers or their Representative shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Sellers’ Representative shall, in good faith, allow the Buyer Purchaser to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter make comments to the extent it adversely affects the Tax liability of Sellers’ Representative, the Sellers without the prior written consent of the or their Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 Purchasers shall control notify Sellers in writing within 10 days of the receipt by Purchasers or any affiliate of Purchasers (including the Acquired Companies after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period for which Sellers may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “"Tax Matter”"). For Tax Matters relating solely to a Pre-Closing Tax Period, Sellers, at their own expense, shall have the exclusive authority to represent the interests of the Acquired Companies with respect to any Tax Matter before the IRS, any other Taxing Authority, any other Governmental Authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the Buyer, Holdco, Enginetics Purchasers or any Affiliate of the foregoing Acquired Companies for a postany Post-Closing Tax period Period, including any Straddle Tax Period, without the prior written consent of the BuyerPurchasers, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Sellers shall keep the Buyer Purchasers fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Sellers shall, in good faith, allow the Buyer Purchasers or Purchasers’ counsel to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If For Tax Matters relating to Straddle Tax Periods, each of Sellers and Purchasers may participate, at their own expense, in representing the Representative does not assume interests of the defense Acquired Companies; provided, however, that the representation shall be controlled by that party which would bear the burden of any such Tax Matter, then: (i) the Buyer greater portion of the sum of the adjustments that may reasonably be anticipated and the controlling party shall not enter into any settlement settle or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representativenon-controlling party, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 GRE shall control promptly notify MP in writing upon receipt by GRE or SRE or any affiliate of GRE or SRE after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco taxable period ending prior to or Enginetics to file a Tax Return or pay Taxes ending on and including the Closing Date for any Pre-Closing Tax Period or Straddle Period which SRE may be liable under this Agreement (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "TAX MATTER"). MP, or its duly appointed representative (a) or (bthe "MP REPRESENTATIVE"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of SRE with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense; PROVIDED, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow AmountHOWEVER, and the Representative and the Buyer jointly that neither MP nor any of its affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of GRE or SRE for any period ending after the BuyerClosing Date, Holdcoincluding the portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayedGRE. The MP Representative shall keep the Buyer GRE fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The MP Representative shall, in good faith, allow GRE, at its sole expense, to make comments to the Buyer to consult with the Representative MP Representative, regarding the conduct of or positions taken in any such proceedingProceeding. If Except as otherwise provided in this Section 13.04(b), GRE shall have the Representative does sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of SRE for all taxable periods; PROVIDED, HOWEVER, that GRE shall not, and shall cause its affiliates (including SRE) not assume the defense of any such Tax Matterto, then: (i) the Buyer shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent it adversely affects the Tax liability portion of the Sellers Overlap Period ending on or prior to the Closing Date without the prior written consent of the RepresentativeMP, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c)any conflicting provisions in Article VIII, this Section 11.2 5.10.2 shall control any inquiries, assessments, Proceedings Tax Contest relating to the Surviving Corporation or similar events with respect to Taxesany of its Subsidiaries. The Buyer Each of the Surviving Corporation and the Holder Representative shall promptly notify the Representative other Party of its receipt (a) upon receipt by the Buyer or any Affiliate of the Buyer its Affiliate’s receipt) of any notice of any inquiries, assessments, proceedings Tax Contest relating to the Surviving Corporation or similar events received any of its Subsidiaries from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contactGovernmental Entity. The Holder Representative may, at the Sellers’ expense, may participate in and, upon written notice to the BuyerSurviving Corporation, assume the defense of any such Tax MatterContest that would reasonably be expected to cause a material indemnification obligation of the Sellers pursuant to Section 8.2; provided, however, that the Holder Representative will not have the right to assume the defense of a Tax Contest for a Straddle Period. If the Holder Representative assumes such defense on behalf of defense, the Sellers, then the Holder Representative shall have the authority, with respect to any such Tax MatterContest, to represent the interests of Holdco and Enginetics the Surviving Corporation or any of its Subsidiaries before the relevant Taxing Authority Governmental Entity and the Holder Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter Contest subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Contest; provided, that the Representative has assumed such defense, then the Holder Representative will not be entitled to defend and settle or otherwise close any such Tax Matter using Contest without the Base Escrow Amountprior written consent of Buyer, and the Representative and the Buyer jointly which consent shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreementnot be unreasonably conditioned, withheld or delayed. The Buyer Surviving Corporation shall provide the Holder Representative with any documentation or authorizations necessary for the Holders Representative to have the foregoing powers. The Surviving Corporation shall have the right (but not the duty) to participate in the defense of such Tax Matter Contest and to employ counsel, solely at its own expense, separate from the counsel employed by the Holder Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Holder Representative shall keep the Buyer Surviving Corporation reasonably informed with respect to the commencement, status and nature of any such Tax MatterContest, and will, in good faith, allow the Buyer Surviving Corporation to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Holder Representative does chooses not to assume (or is otherwise not permitted to assume) the defense of any a Tax Contest, the Surviving Corporation shall assume such Tax Matterdefense in good faith. In such event, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer Surviving Corporation shall keep the Holder Representative reasonably informed with respect to the commencement, status and nature of any such Tax Matter, Contest and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct shall not enter into any settlement of or positions taken in otherwise compromise any such proceedingTax Contest to the extent that it adversely affects the Tax liability of the Surviving Corporation or any of its Subsidiaries that is indemnifiable pursuant to Section 8.2 without the prior written consent of the Holder Representative, which consent shall not be unreasonably conditioned, withheld or delayed.

Controversies. Notwithstanding Section 10.4(c10.7(c), this Section 11.2 shall control any inquiries, assessments, Proceedings proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative Seller Representative: (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received Tax Matter from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement Authority; or (b) prior to the Buyer, Holdco the Company or Enginetics making the Subsidiary initiating any voluntary contact Tax Matter with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for Authority. The Seller Representative may, at the Sellers’ expense, participate in any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “such Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause clause (a) of this Section 11.2 will not affect the Buyer’s right to indemnification under this Section 11.2 10.3 except to the extent that the Sellers’ defense of such Tax Matter matter is demonstrably prejudiced by such failure; provided, provided further that the failure to provide such notice with respect to subclause clause (b) of this Section 11.2 will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 10.3 with respect to Tax liabilities Liabilities resulting from the any such voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative Buyer shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco the Company and Enginetics the Subsidiary before the relevant Taxing Authority and the Representative Buyer shall have the right to control the defense, compromise or other resolution of any such Tax Matter Matter, subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability Liability of the Sellers without the prior written consent of the Seller Representative, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the . The Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any such Tax MatterMatter and will, and will reasonably cooperate with in good faith, allow the Seller Representative and to consult with the Representative Buyer regarding the conduct of or positions taken in any such proceeding.

Controversies. Each Party agrees to give written notice to the other Party within twenty (20) days of the receipt of any written notice by the first Party which involves the assertion of any Tax Matter and Purchaser will give written notice to the Sellers within twenty (20) days of the receipt of any written notice by Purchaser or the Acquired Companies which involves any matter affecting the Tax liabilities of the Sellers; provided, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been prejudiced as a result of such failure. Such notice shall specify in reasonable detail the basis for such Tax Matter and shall include a copy of the relevant portion of any correspondence received from a Taxing Authority. Notwithstanding anything herein to the contrary, including Section 10.4(c)9.3, this Section 11.2 (a) the Sellers shall control the contest or resolution of any inquiriesTax Matter; provided, assessmentsthat the Sellers shall obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, Proceedings delayed, or similar events conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such action could reasonably be expected to adversely impact the liability of Purchaser or the Acquired Companies for Taxes for any Post-Closing Tax Period; provided, further, that Purchaser shall be entitled to participate fully in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel will be borne by Purchaser, and (b) with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Tax Matter for which the Sellers may not be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification solely liable under this Section 11.2 except to Agreement, the extent that Sellers and Purchaser shall jointly control such claim and neither the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative Sellers nor Purchaser shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any cease to defend such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyerother Party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything in this Section 7.2, withheld the Sellers shall have the exclusive right to control any audit, litigation or delayed. The Representative shall keep the Buyer informed other proceeding with respect to Income Taxes and Income Tax Returns of the commencementAcquired Companies for Pre-Closing Tax Periods (other than Straddle Periods) and, status and nature for the purposes of any such Tax Matterclarity, and will, in good faith, allow the Buyer provisions above entitling Purchaser to consult with the Representative regarding the conduct right of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter consent before entering into any settlement of a claim or otherwise compromise any ceasing to defend such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have claim and the right (but not the duty) to participate fully in the defense of such claim shall not apply to any claim with respect to Income Taxes or Income Tax Matter and Returns of the Acquired Companies for Pre-Closing Tax Periods (other than a Straddle Period); provided, however, if any proposed settlement or cessation of defense of such proceeding would reasonably be expected to employ counselaffect or be relevant to the Taxes of Purchaser, the Sellers shall first consult with Purchaser and, at the expense request of Purchaser, provide Purchaser, on a timely basis, any information from such proceeding that could be relevant to the determination of the Sellers, separate from counsel employed by Taxes of Purchaser or the Buyer, and (iii) Taxes of the Buyer shall keep the Representative informed with respect to the commencement, status and nature of Acquired Companies for any such Post-Closing Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingPeriod.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control promptly notify the Sellers in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”"TAX MATTER"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySellers, at the Sellers’ their sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, exclusive authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax returns and contestingsettling audits; PROVIDED, defending HOWEVER, that the Sellers shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser or the Company or any affiliate of the foregoing for any Post-Closing Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Sellers shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Sellers shall, in good faith, allow the Purchaser to make comments to the Sellers regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Article IX, the Purchaser shall at its sole expense have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defenseincome, then assets or operations of the Representative will be entitled to defend and settle such Tax Matter using Company for all taxable periods; PROVIDED, HOWEVER, that the Base Escrow AmountPurchaser shall not, and shall cause its affiliates (including the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but Company) not the duty) to participate in the defense of such Tax Matter and to employ counselto, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter to the extent issue that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics Sellers or the Company for any Affiliate of the foregoing for a postPre-Closing Tax period Period without the prior written consent of the BuyerSellers, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) Purchaser shall control promptly notify Sellers in writing upon receipt by Purchaser or any Affiliate of Purchaser (including the Companies after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the . Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Companies with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority, any other Governmental Body or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly Neither Purchaser nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Sellers or the BuyerCompanies for any period ending after the Closing Date, Holdcowhich includes a portion of a period beginning before the Closing Date and ending after the Closing Date (the “Overlap Period”), Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the BuyerSellers, which consent shall not be unreasonably withheld, delayed or conditioned, withheld or delayed. The Representative parties hereto shall keep the Buyer other fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c)Parent shall promptly notify the Shareholder Representatives in writing upon receipt by Parent, this Section 11.2 shall control Company or their respective Affiliates of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt Taxes owed by the Buyer Company for taxable periods ending on or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes Closing Date for any Pre-Closing Tax Period or Straddle Period which Shareholders would be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “"Tax Matter”"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayShareholders, at the Sellers’ their sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, exclusive authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contestingsettling audits; provided, defending however, that Shareholders shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability (or the reporting position) of Parent or any affiliate of the foregoing for any Post-Closing Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of Parent, which consent shall not be unreasonably withheld. Shareholders shall keep Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Shareholders shall, in good faith, allow Parent to make comments to Shareholders regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 6.3(g) and (h), Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defenseincome, then assets or operations of the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow AmountCompany for all taxable periods; provided, however, that Parent shall not, and shall cause its affiliates (including the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but Company) not the duty) to participate in the defense of such Tax Matter and to employ counselto, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter to the extent issue that it adversely affects or may affect the Tax liability of Shareholders or the BuyerCompany for any period prior to the Closing, Holdcoincluding, Enginetics or any Affiliate without limitation, the portion of the foregoing for a post-Overlap Period ending on or prior to the Closing Tax period Date, without the prior written consent of the BuyerShareholder Representatives, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Seller in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers Seller may be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Seller may, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax MatterMatter that relates solely to any Pre-Closing Tax Period. If the Representative Seller assumes such defense on behalf of the Sellersdefense, then the Representative Seller shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the RepresentativeSeller. The Representative Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Seller shall keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative Seller does not assume the defense of such Tax Matter or if such Tax Matter does not relate solely to any Pre-Closing Tax Period, Buyer shall keep Seller informed of the progress of such Tax Matter from time to time and shall consult with Seller with respect to such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative . Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the BuyerCompany. The Company shall not have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller, and (iii) which consent shall not be unreasonably conditioned withheld or delayed, if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the Buyer shall keep the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. (a) The Buyer shall promptly notify the Shareholder Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings Proceedings or similar events received from any Taxing Governmental Authority with respect to Taxes of Holdco the Company or Enginetics any Subsidiary for which the Representing Sellers may would be required to reimburse the Buyer pursuant to this Agreement or (b) prior to indemnify the Buyer, Holdco the Company, any such Subsidiary or Enginetics making any voluntary contact with any Taxing Authority relating of their Affiliates pursuant to Article 11 other than a failure of Holdco or Enginetics to file a Straddle period Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period Matter (any matter set forth in clause (a) such inquiry, assessment, Proceeding or (b)similar event, a “"Tax Matter”"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Shareholder Representative may, at the expense of the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Shareholder Representative assumes such defense on behalf of defense, the Sellers, then the Shareholder Representative shall will have the authority, with respect to any Tax Matter, to represent the interests of Holdco the Company and Enginetics the Subsidiaries before the relevant Taxing Governmental Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Shareholder Representative. The Shareholder Representative shall must not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdcothe Company, Enginetics any Subsidiary or any Affiliate of the foregoing for a postPost-Closing Tax Period or Post-Closing Straddle period without the prior written consent of the Buyer, which consent shall will not be unreasonably conditioned, withheld or delayed. The Shareholder Representative shall must keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Seller in writing within fifteen (15) Business Days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any adverse inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers Seller may be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such adverse inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide give such notice with respect to subclause (a) will Seller shall not affect the Buyer’s right to relieve Seller of any indemnification or other obligation under Article 9 or this Section 11.2 Article 10 except to the extent that the Sellers’ defense of such Tax Matter Seller is demonstrably actually and materially prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contactthereby. The Representative Seller may, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter; if (i) Seller shall have conclusively established in writing its obligation to indemnify the Company with respect to such Tax Matter and all Losses related thereto, and (ii) if Seller at all times conducts the defense of the Tax Matter in good faith and in a reasonably diligent manner. If the Representative Seller assumes such defense on behalf of the Sellersdefense, then the Representative Seller shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If In any event, with respect to any Tax Matter the Representative has assumed such defensedefense of which Seller controls, then the Representative will be entitled Seller shall (i) provide Buyer with copies of all correspondence, notices and other written material received from any Taxing Authority with respect to defend and settle such Tax Matter using the Base Escrow Amountand shall otherwise keep Buyer reasonably apprised of all developments with respect to such Tax Matter, (ii) provide Buyer with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Matter, (iii) invite Buyer to attend any meeting and listen to any previously-scheduled calls, or calls initiated by Seller, with any Taxing Authority with respect to such Tax Matter, and (iv) unless the Representative and Tax Matter relates to a Straddle Period or Seller does not conclusively establish in writing its obligation to indemnify the Buyer jointly shall instruct Indemnitees for any Loss related to or arising from such Tax Matter, not allow the Escrow Agent Company to release Base Escrow Amount funds held under settle or otherwise resolve any deficiency, reassessment, adjustment or assertion of claim or demand without the Escrow Agreement from time prior written approval of Buyer (such consent not to time for this purpose in accordance with be unreasonably delayed or withheld to the provisions of this Agreement extent such settlement does not materially and adversely affect the Escrow AgreementCompany or Buyer). The Buyer shall have has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceedingSeller. If the Representative Seller does not assume the defense of any such Tax Matter, then: Buyer shall (i) the Buyer shall not enter into provide Seller with copies of all correspondence, notices and other written material received from any settlement or otherwise compromise any Taxing Authority with respect to such Tax Matter and shall otherwise keep Seller fully apprised of all developments with respect to such Tax Matter, (ii) provide Seller with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Matter, (iii) invite Seller to attend any meeting and listen to any previously-scheduled calls, or calls initiated by Buyer, with any Taxing Authority with respect to such Tax Matter, and (iv) not allow the extent it adversely affects the Tax liability Company to settle or otherwise resolve any deficiency, reassessment, adjustment or assertion of the Sellers claim or demand without the prior written approval of Seller (such consent not to be unreasonably delayed or withheld to the extent such settlement does not materially and adversely affect Seller); provided that the prior written approval of the Representative, which consent Seller shall not be unreasonably conditioned, withheld required for any settlement or delayed, (ii) the Representative resolution which does result in any indemnification liability to Seller pursuant to this Agreement. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the BuyerCompany. The Company shall not have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller (which shall not be unreasonably withheld, and (iiiconditioned or delayed) if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the Buyer shall keep the Representative informed settlement amount to be paid with respect to such Tax Matter. Any contrary provision of this Section 10.4 notwithstanding, Seller shall not have the commencementright to control any Tax Matter if (A) the Taxes claimed by such Taxing Authority relate to a Straddle Period, status and nature or (B) as a result of any the position which Seller desires to assert in such Tax Matter, and will reasonably cooperate with the Representative and consult with Taxes payable by the Representative regarding Company or Buyer for any period ending after the conduct of or positions taken in any such proceedingClosing Date may increase.

Controversies. Notwithstanding Section 10.4(c9.6(c), this Section 11.2 10.4 shall control any inquiries, assessments, Proceedings proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative Seller: (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from from, or on behalf of, any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers Seller may be required to reimburse the any Buyer Indemnitee pursuant to this Agreement Agreement; or (b) prior to the Buyer, Holdco Buyer or Enginetics any Affiliate of Buyer making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics the Company to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 Agreement except to the extent that the Sellers’ Seller’s defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, Seller may participate in and, if such Tax Matter relates solely to a Tax for which Seller may be liable and upon notice to the Buyer within 30 days of receipt of Buyer’s original notice, assume the defense of any such Tax Matter. If the Representative Seller assumes such defense on behalf of the Sellers, then the Representative defense: (i) Seller shall have the authority, with respect to any such Tax Matter, to represent represent, at its own expense, the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative Seller shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The ; (ii) Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative Seller; (iii) Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it materially adversely affects the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative ; and (iv) Seller, if it has assumed the defense, shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the will reasonably cooperate with Buyer to and consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative Seller does not assume the defense of any such Tax Matter, or if any Tax Matter does not relate solely to a Tax for which Seller may be liable, then: (iA) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers Seller without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed, ; (iiB) the Representative Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at the expense of the Sellersits own expense, separate from counsel employed by the Buyer, and (iiiC) the Buyer shall keep the Representative Seller informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative Seller and consult with the Representative it regarding the conduct of or positions taken in any such proceedingTax Matter.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) Buyer shall notify the Sellers' Representative upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings Proceedings or similar events received from any Taxing Governmental Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers may would be required to reimburse indemnify Buyer, the Buyer Company, or any of their Affiliates pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period Section 11.1 (any matter set forth in clause (a) such inquiry, assessment, Proceeding or (b)similar event, a “"Tax Matter”"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Sellers' Representative may, at the expense of Sellers’ expense, participate in any Tax Matter and, upon notice to the Buyer, assume the defense of any such Tax Matter, other than a Straddle Period Tax Matter. If the Sellers' Representative assumes such defense on behalf of defense, the Sellers, then the ' Representative shall will have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Governmental Authority and the Representative shall will have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Sellers' Representative. The Sellers' Representative shall must not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdcothe Company, Enginetics or any Affiliate of the foregoing for a postany Tax period beginning after the Closing Date ("Post-Closing Tax period Period") or a Post-Closing Straddle Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers' Representative shall must keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Acquired Companies to notify Seller in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Acquired Companies of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Acquired Companies for which the Sellers Seller may be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Seller may, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative Seller assumes such defense on behalf of the Sellersdefense, then the Representative Seller shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Acquired Companies before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the RepresentativeSeller. The Representative Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics the Acquired Companies or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Seller shall keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative Seller does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any keep Seller informed of the progress of such Tax Matter from time to the extent it adversely affects the time and shall consult with Seller with respect to such Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the Buyer, and Acquired Companies. The Acquired Companies shall not have the right to settle (iiior to consent to the settlement or compromise of) such Tax Matter without the Buyer shall keep prior written consent of Seller if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c)(a) Seller, this Section 11.2 or the Seller’s Representative, at its sole expense, shall control have the authority to represent the interests of Bison LLC with respect to any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b)each, a “Tax Matter”); provided, however, that the failure ) relating to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except any period ending on or prior to the extent that Closing Date before the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; providedU.S. Internal Revenue Service, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 any other taxing authority, any other governmental agency or authority or any court and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amounthowever, and the Representative and the Buyer jointly that neither Seller nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerBuyer (or its direct or indirect partners), Holdco, Enginetics Bison LLC or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative Seller or the Seller’s representative shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such Tax Matter, and willproceedings. Seller shall, in good faith, allow the Buyer Buyer, at its sole expense, to consult with the Representative make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) proceeding and to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. (a) The Buyer shall promptly notify the Representative (a) Sellers upon receipt by the Buyer or any Affiliate of the Buyer (including the Company and its Subsidiaries after the Closing Date) of any written notice of any inquiries, claims, assessments, proceedings audits or similar events received from any Taxing Authority with respect to Taxes of Holdco relating to a taxable period ending on or Enginetics prior to the Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySellers, at the Sellers’ their option and sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company and its Subsidiaries with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, however, that neither the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly Sellers nor any of their Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics the Company or any of its Subsidiaries or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Sellers shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Sellers shall, in good faith, allow the Buyer Buyer, at its sole expense, to consult with make comments to the Representative Sellers regarding the conduct of or positions taken in any such proceeding, provided that the Sellers shall make the ultimate decision regarding the conduct or positions to be taken. If In the Representative does event the Sellers do not assume elect to represent the defense interests of any such the Company and its Subsidiaries in connection with a Tax MatterMatter in accordance with this Section 7.3(a), then: (i) the Buyer shall not enter into any settlement or otherwise compromise any assume such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counseldefense, at the expense of the Sellers, separate from counsel employed by the Buyer’ sole expense, and (iii) the Buyer shall keep the Representative Sellers informed with respect to the commencement, status and nature of any such Tax Matter. In such event, and will reasonably cooperate with the Representative and consult with Buyer shall, in good faith, allow the Representative Sellers, at their sole expense, to make comments to the Buyer regarding the conduct of or positions taken in any such proceeding, provided that the Buyer shall make the ultimate decision regarding the conduct or positions to be taken.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) Buyer shall control promptly notify the Stockholders’ Representatives upon receipt by Buyer or any affiliate of Buyer (including the Company and its Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer Taxes relating to a taxable period ending on or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period Date (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided. The Stockholders’ Representatives, howeverat their sole expense (except, that for the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except avoidance of doubt, to the extent that the SellersStockholders’ defense of such Tax Matter is demonstrably prejudiced Representatives may be reimbursed by such failure; providedthe Preferred Stockholders pursuant to separate agreement), further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company and its Subsidiaries with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the ; provided, however, that neither any Stockholders’ Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly nor any affiliates thereof shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of its Subsidiaries or any affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Stockholders’ Representatives shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Stockholders’ Representatives shall, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter make comments to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative Stockholders’ Representatives regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c8.7(c), this Section 11.2 9.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received with respect to Taxes. Buyer shall promptly notify the Seller Representative (a) upon receipt by Buyer or any Affiliate of Buyer of any notice of any Tax Matter from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco the Company or Enginetics making any voluntary contact Subsidiary initiating any Tax Matter with any Taxing Authority relating Authority. The Seller Representative may, at the Sellers’ expense, participate in and, upon written notice to a failure Buyer, assume the defense of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “such Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will the first sentence of this Section 9.2 shall not affect the Buyer’s right to indemnification under this Section 11.2 8.3 except to the extent that the Sellers’ defense of such Tax Matter matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Seller Representative assumes such defense on behalf of the Sellersdefense, then the Seller Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco the Company and Enginetics the Subsidiaries before the relevant Taxing Authority and the Seller Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter Matter, subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Except with the Representative has assumed such defenseprior written consent of Buyer, then which consent shall not to be unreasonably withheld, conditioned or delayed, the Representative will be entitled to defend and settle Seller Representative, in the defense of any such Tax Matter using Matter, shall not consent to the Base Escrow Amountentry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting, and or that results in criminal charges against, Buyer or any of its Affiliates (including, after the Representative and Closing Date, the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow AgreementCompany or any Subsidiary). The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Seller Representative. The Seller Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdcothe Company, Enginetics the Subsidiaries or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Seller Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, Matter and will, in good faith, allow the Buyer to consult with the Seller Representative regarding the conduct of or positions taken in any such proceedingTax Matter. If the Seller Representative does not assume such defense, then Buyer shall have the defense authority, with respect to any Tax Matter, to represent the interests of the Company and the Subsidiaries before the relevant Taxing Authority and Buyer shall have the right to control the defense, compromise or other resolution of any such Tax Matter, then: (i) subject to the Buyer shall not enter into limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any settlement assessment for additional Taxes or otherwise compromise any notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Matter. Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any such Tax MatterMatter and will, and will reasonably cooperate with in good faith, allow the Seller Representative and to consult with the Representative Buyer regarding the conduct of or positions taken in any such proceedingTax Matter. The Seller Representative shall promptly notify Buyer upon receipt by any Seller or any Affiliate of any Seller of any notice from any Taxing Authority of any inquiry, audit, examination, contest, litigation, investigation, assessment, reassessment or any other proceeding or similar event with respect to Taxes of the Company or any Subsidiary. For the avoidance of doubt, except as otherwise provided in this Section 9.2, Buyer shall have the sole control of any inquiry, audit, examination, contest, litigation, investigation, assessment, reassessment or any other proceeding or similar event with respect to Taxes of or with respect to the Company or any Subsidiary.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer (a) Purchaser shall promptly notify the Representative (a) Seller upon receipt by the Buyer Purchaser or any Affiliate of Purchaser (including the Buyer Company after the Closing Date) of any written notice of any inquiries, claims, assessments, proceedings audits or similar events received from any Taxing Authority with respect relating to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit, examination, or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice ) with respect to subclause (a) will not affect the Buyer’s right to indemnification Company or its income, assets or operations for which Seller would be liable under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contactAgreement. The Representative maySeller, at the Sellers’ Seller’s sole cost and expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter relating to Taxes of the Company or with respect to its income, assets, or operations for any taxable year or other taxable period that ends on or before the Closing Date (any such Tax Matter, to represent the interests of Holdco and Enginetics a “Pre-Closing Tax Matter”) before the relevant IRS, any other Taxing Authority or any other Governmental Entity, and the Representative shall have the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Pre-Closing Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amounthowever, and the Representative and the Buyer jointly that neither Seller nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, the Buyer, Holdco, Enginetics Company or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that begins on the day after the Closing Date, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative Seller shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Pre-Closing Tax Matter, and will. Seller shall, in good faith, allow the Buyer Purchaser, at Purchaser’s sole cost and expense, to consult with the Representative make comments to Seller, regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Pre-Closing Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(cPurchaser shall notify Seller in writing, and in reasonable detail (taking into account the information then available), this Section 11.2 shall control within 30 days of the receipt by Purchaser or any Affiliate of Purchaser (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period for which Seller may be liable under Section 5.9(g) (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “"Tax Matter”"); provided, however, that the delay or failure to provide give such notice with respect to subclause (a) will notification shall not affect the Buyer’s right to indemnification under this provided in Section 11.2 5.9(g) except to the extent that the Sellers’ defense Seller shall have been actually prejudiced as a result of such delay or failure. For Tax Matter is demonstrably prejudiced by such failure; providedMatters relating solely to a Pre-Closing Tax Period for which Seller acknowledges without reservation its obligation to indemnify Purchaser therefor according to Section 5.9(c) and 5.9(g), further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySeller, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant IRS, any other Taxing Authority Authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any such limitations with respect to a Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contestingsettling audits or lawsuits; provided, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofhowever, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative that Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Purchaser, the Buyer, Holdco, Enginetics Company or any Affiliate of the foregoing Company Subsidiary for a postany Post-Closing Tax period Period, including any Straddle Tax Period, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Seller shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, . Seller and willPurchaser shall jointly represent the interests of the Company and the Company Subsidiaries with respect to all Tax Matters relating to a Straddle Tax Period or relating to both a Pre-Closing Tax Period and a Post-Closing Tax Period. Seller shall, in good faith, allow the Buyer Purchaser or Purchaser's counsel to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer (a) Parent shall promptly notify the Sellers’ Representative (a) upon receipt by the Buyer Parent or any Affiliate of Parent (including Merger Subs and, after the Buyer Closing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries) of any written notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority Tax Matter with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement GP Parent, any Seller or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contactRepresentative may be liable. The Representative maySellers’ Representative, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authorityauthority to represent the interests of the Surviving GP, the Surviving Partnership and the Partnership Subsidiaries with respect to any Tax MatterMatter with respect to Taxes for which GP Parent, to represent any Seller or the interests of Holdco Sellers’ Representative may be liable before any taxing authority or any other Governmental Entity and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If ; provided, that neither the Sellers’ Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Parent, the BuyerSurviving GP, Holdco, Enginetics the Surviving Partnership or the Partnership Subsidiaries or any Affiliate of the foregoing for a postany Post-Closing Tax period Period, without the prior written consent of the BuyerParent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Sellers’ Representative shall keep the Buyer Parent reasonably informed with respect to the commencement, status and nature of any such Tax MatterMatter with respect to Taxes for which GP Parent, and willany Seller or the Sellers’ Representative may be liable. The Sellers’ Representative shall, in good faith, allow the Buyer Parent to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter make comments to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control If any inquiries, assessments, Proceedings or similar events with respect Taxing Authority issues to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer any Acquired Company or any Affiliate of the Buyer of its Affiliates any written notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics any Seller Tax Obligations for which the Sellers Seller may be required to reimburse the Buyer liable pursuant to the terms of this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”), Buyer will notify Sellers’ Representative within ten (10) days of receipt of such notice. Buyer shall have the exclusive right to control any such Tax Matter, at its own expense; provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ Representative’s own expense, participate in and, upon written notice to the Buyer, assume the defense of any such Tax Matter. If Matter to the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any extent such Tax Matter subject relates solely to the limitations contained herein, including responding a Tax period ending on or prior to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax MatterClosing Date. If the Representative has assumed such defense, then the Sellers’ Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of of, or otherwise compromise compromise, any such Tax Matter for which Sellers’ Representative assumes the defense to the extent that it such settlement or compromise is reasonably expected to adversely affects affect the Tax liability of the Buyer, Holdco, Enginetics the Acquired Companies or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. The Sellers’ Representative shall will keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax MatterMatter that Sellers’ Representative is controlling, and will, in good faith, allow the Buyer to consult with the Sellers’ Representative regarding the conduct of or positions taken in any such proceedingTax Matter. If the Sellers’ Representative does not (or cannot, under the terms of this Agreement) assume the defense of any such a Tax Matter, then: Buyer will keep Sellers’ Representative informed of the progress of that Tax Matter from time to time and will consult with Sellers’ Representative with respect to that Tax Matter. Neither Buyer nor any of the Acquired Companies will have the right to settle (i) or to consent to the Buyer shall not enter into any settlement or otherwise compromise any such of) that Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned, withheld or delayed, (ii) if the Representative shall have settlement or compromise would cause the right (but not the duty) Seller to participate in the defense of such Tax Matter and to employ counsel, at the expense be responsible for any part of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such that Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. (a) The Buyer shall promptly notify the Representative (a) Sellers in writing upon receipt by the Buyer or any Affiliate of the Buyer (including each RE Holding LLC after the Closing Date) of any written notice of any inquiries, claims, assessments, proceedings audits or similar events received from any Taxing Authority with respect to Taxes relating to the Purchased Assets or the income, assets or operations of Holdco such Person for a taxable period ending prior to or Enginetics ending on and including the Closing Date for which the Sellers a Seller may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except . If Sellers acknowledge their liability in writing to the extent that Buyer for all of the Sellers’ defense Taxes which are the subject of such Tax Matter is demonstrably prejudiced by such failure; providedMatter, further that the failure to provide such notice with respect to subclause Sellers or their duly appointed representative (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to “Tax liabilities resulting from the voluntary contact. The Representative mayRepresentative”), at the Sellers’ their sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authorityauthority to represent the interests of Buyer, any Affiliate of Buyer, and each RE Holding LLC with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If , provided, however, that none of the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly Sellers nor any of their respective Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics Buyer and each RE Holding LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a post-period beginning before the Closing Tax period Date and ending after the Closing Date (the “Overlap Period”), without the prior written consent of the Buyer, Buyer which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Sellers or their Tax Representative shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and willBuyer shall receive copies of all notices, filings and correspondence with respect to such Tax Matter. The Sellers shall, in good faith, allow the Buyer Buyer, at its sole expense, to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter make comments to the extent it adversely affects the Sellers or their Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c)(a) Seller, this Section 11.2 or the Seller’s Representative, at its sole expense, shall control have the authority to represent the interests of GTN LLC with respect to any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b)each, a “Tax Matter”); provided, however, that the failure ) relating to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except any period ending on or prior to the extent that Closing Date before the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; providedU.S. Internal Revenue Service, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 any other taxing authority, any other governmental agency or authority or any court and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amounthowever, and the Representative and the Buyer jointly that neither Seller nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerBuyer (or its direct or indirect partners), Holdco, Enginetics GTN LLC or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative Seller or the Seller’s representative shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such Tax Matter, and willproceedings. Seller shall, in good faith, allow the Buyer Buyer, at its sole expense, to consult with the Representative make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) proceeding and to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control notify the Parent in writing within 30 calendar days of the receipt by the Purchaser or any affiliate of the Purchaser (including the Southern Entities after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers Parent may be required to reimburse the Buyer pursuant to this Agreement or (bliable under Section 4.12(g)(i) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”). The Parent, at its own expense, shall have the exclusive authority to represent the interests of the Southern Entities with respect to any Tax Matter before the Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative Parent shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics Purchaser or the Southern Entities for any Affiliate of the foregoing for a postPost-Closing Tax period Period, including any Straddle Tax Period, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Parent shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Parent shall, in good faith, allow the Buyer Purchaser or the Purchaser’s counsel to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement proceeding affects or otherwise compromise any such Tax Matter to the extent it adversely affects may affect the Tax liability of the Sellers without Purchaser or the prior written consent of Southern Entities for any Post-Closing Tax Period including any Straddle Tax Period, the Representative, which consent Parent shall not be unreasonably conditioned, withheld or delayed, (ii) further allow the Representative shall have Purchaser and the right (but not the duty) Purchaser’s counsel to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed proceeding. Unless otherwise provided by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect Parent in writing to the commencementPurchaser, status all notices required by this Section 4.12(f) shall be sent to: X. X. Xxxxxx Company, Inc., 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000, Attention: Vice President and nature Director of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingTaxes.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer (a) Parent shall promptly notify the Shareholder Representative (a) upon receipt by the Buyer Parent or any Affiliate of its Affiliates (including following the Buyer Closing, for the avoidance of any doubt, the Company and its Subsidiaries) of written notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, provided that the Parent’s failure to provide give such notice with respect to subclause (a) will shall not affect the Buyer’s right to Indemnification Shareholders’ indemnification obligations under this Section 11.2 Agreement except to the extent that the Sellers’ defense Indemnification Shareholders are materially adversely affected as a result of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayShareholder Representative, at the Sellers’ its expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company and its Subsidiaries with respect to any Tax Matter, Matter provided that (i) such Tax Matter relates solely to taxable periods of the Company and its Subsidiaries ending on or before the Closing Date and (ii) the Shareholder Representative provides written notice to Parent within twenty (20) days of becoming aware of such Tax Matter of its election to represent the interests of Holdco the Company and Enginetics its Subsidiaries with respect to such Tax Matter (any such Tax Matter, a “Shareholder Representative Tax Matter”) before the relevant any Taxing Authority and shall have, subject to the Representative shall have other provisions of this Section 6.4, the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Shareholder Representative Tax Matter. If The Shareholder Representative shall keep Parent fully and timely informed with respect to the commencement, status and nature of each Shareholder Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using and shall provide Parent with copies of all correspondence (including any correspondence sent or received in electronic format) relating to each Shareholder Representative Tax Matter no later than five (5) days following the Base Escrow Amountsending or receipt thereof. The Shareholder Representative shall, in good faith, allow Parent to make comments to the Shareholder Representative regarding the conduct of or positions taken in any Shareholder Representative Tax Matter, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer Parent shall have the right (but not the duty) to participate in the defense of such any Shareholder Representative Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Shareholder Representative. The Shareholder Representative shall not enter into any settlement or compromise of or otherwise compromise any such Tax Matter with any Taxing Authority, and shall not elect to the extent that it adversely affects the appeal, or seek judicial review of, any determination made with respect to a Shareholder Representative Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period Matter without the prior written consent of the BuyerParent, which consent shall not be unreasonably conditioned, withheld delayed or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control promptly notify the Shareholders' Agent in writing upon receipt by the Purchaser or any Affiliate of the Purchaser (including the Companies after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending prior to or ending on and including the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers Shareholders may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Agent, or its duly appointed representative (a) or (bthe "Shareholders' Representative"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense its expense on behalf of the SellersShareholders, then the Representative shall have the authority, authority to represent the interests of the Companies with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, however, that the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Shareholders' Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of the BuyerPurchaser, Holdco, Enginetics the Companies or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a post-period beginning before the Closing Tax period Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayedPurchaser. The Shareholders' Agent or the Shareholders' Representative shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Shareholders' Agent shall, in good faith, allow the Buyer Purchaser, at its sole expense, to consult with make comments to the Representative Shareholders' Agent or the Shareholders' Representative, regarding the conduct of or positions taken in any such proceedingProceeding. If Except as otherwise provided in this Section 10.2, the Representative does Purchaser shall have the sole right to control any audit or examination by any Taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Companies for all taxable periods; provided, however, that the Purchaser shall not, and shall cause its Affiliates (including the Companies) not assume the defense of any such Tax Matterto, then: (i) the Buyer shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent it adversely affects the Tax liability portion of the Sellers Overlap Period ending on or prior to the Closing Date without the prior written consent of the RepresentativeShareholders' Agent, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 Maverick shall control promptly notify the Founders in writing upon receipt by Maverick or any affiliate of Maverick (including Hurricane after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending prior to or ending on and including the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers Founders may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Founders, or their duly appointed representative (a) or (bthe "Representative"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense its expense on behalf of the SellersFounders, then the Representative shall have the authority, authority to represent the interests of Hurricane with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, however, that the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative Founders shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the BuyerMaverick, Holdco, Enginetics Hurricane or any Affiliate affiliate of the foregoing for any period ending after the Closing Date, including the portion of a post-period beginning before the Closing Tax period Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayedMaverick. The Founders or Representative shall keep the Buyer Maverick fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Founders shall, in good faith, allow Maverick, at its sole expense, to make comments to the Buyer to consult with Founders or the Representative Representative, regarding the conduct of or positions taken in any such proceeding. If Except as otherwise provided in this Section 11.2, Maverick shall have the Representative does sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of Hurricane for all taxable periods; provided, however, that Maverick shall not, and shall cause its affiliates (including Hurricane) not assume the defense of any such Tax Matterto, then: (i) the Buyer shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent it adversely affects the Tax liability portion of the Sellers Overlap Period ending on or prior to the Closing Date without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) Buyer shall control notify Seller within ten (10) Business Days of receipt by Buyer or any Affiliate of Buyer (including NBLLC after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative Taxes for which Seller is or may be liable under this Agreement (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiriessuch inquiry, assessmentsclaim, proceedings assessment, audit or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b)event, a “Tax Matter”); provided. Seller, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyeror Seller’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayrepresentative, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of NBLLC with respect to any Tax Matter, Matter relating to represent any period ending on or prior to the interests of Holdco and Enginetics Closing Date before the relevant Taxing Authority U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amounthowever, and the Representative and the Buyer jointly that neither Seller nor any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the Buyer, Holdco, Enginetics NBLLC or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Seller or Seller’s representative shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such Tax Matter, and willproceedings. Seller shall, in good faith, allow the Buyer Buyer, at its sole expense, to consult with the Representative make comments to Seller or Seller’s representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) proceeding and to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchasers shall control promptly notify the Seller in writing upon receipt by the Purchasers or any affiliate of the Purchasers (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending prior to or ending on and including the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers Seller may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Seller, or his duly appointed representative (a) or (bthe "Seller's Representative"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ his sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, however, that neither the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly Seller nor any of his affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the BuyerPurchasers, Holdco, Enginetics the Company or any Affiliate affiliate of the foregoing for any period ending after the Closing Date, including the portion of a post-period beginning before the Closing Tax period Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the BuyerPurchasers, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Seller or the Seller's Representative shall keep the Buyer Purchasers fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Seller shall, in good faith, allow the Buyer Purchasers, at their sole expense, to consult with make comments to the Representative Seller or the Seller's Representative, regarding the conduct of or positions taken in any such proceeding. If Except as otherwise provided in this Section 9.2, the Representative does Purchasers shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all taxable periods; provided, however, that the Purchasers shall not, and shall cause its affiliates (including the Company) not assume the defense of any such Tax Matterto, then: (i) the Buyer shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent it adversely affects the Tax liability portion of the Sellers Overlap Period ending on or prior to the Closing Date without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Sellers in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement responsible for payment, directly or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period indirectly (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Sellers may, at the Sellers’ their own expense, participate in and, upon written notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes Sellers assume such defense on behalf of the Sellersdefense, then the Representative Sellers shall have the authority, with respect to any such Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Buyer has the Representative has assumed such defense, then right (but not the Representative will be entitled duty) to defend and settle participate in the defense of such Tax Matter using that Sellers are defending and to employ counsel, at its own expense, separate from the Base Escrow Amountcounsel employed by Xxxxxxx. Sellers shall not enter into any settlement of, or otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer Sellers shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the Representative and conduct of or positions taken in any such proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer jointly shall instruct keep Sellers informed of the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement progress of such Tax Matter from time to time for this purpose in accordance and shall consult with the provisions of this Agreement and the Escrow AgreementSellers with respect to such Tax Matter. The Buyer Sellers shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, solely at its their own expense, separate from the counsel employed by Buyer or the RepresentativeCompany. The Representative Neither Buyer nor the Company shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, Sellers (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative shall keep ) if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the Buyer informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to or increase Sellers’ liability for Taxes. To the extent it adversely affects the Tax liability provisions of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate Section 10.4.1 conflict with the Representative and consult with provisions of this Section 9.3, the Representative regarding the conduct provisions of or positions taken in any such proceedingthis Section 9.3 shall control.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon Purchaser shall notify Equityholders’ Representative in writing within ten (10) days of the receipt by the Buyer Purchaser or any Affiliate of the Buyer Companies of any written notice of any inquiries, audits, examinations, assessments, or proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Companies for which the Sellers may Equityholders would be required to reimburse the Buyer indemnify any Indemnified Party pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers. Equityholders’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ his own expense, participate in and, upon notice to Purchaser and his: (i) irrevocable acknowledgement in writing of the BuyerEquityholders’ responsibility for and agreement to indemnify the Indemnified Parties for Indemnified Losses related to or resulting from any Tax Matters; and (ii) furnishing of satisfactory evidence of the Equityholders’ financial ability to indemnify the Indemnified Parties, assume the defense of any such Tax MatterMatter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 10.7(b)). If the Equityholders’ Representative assumes such defense on behalf of the Sellersdefense, then the Equityholders’ Representative shall have the authority, with respect to any such Tax Matter, to represent the interests of Holdco and Enginetics the relevant Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Purchaser has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Equityholders’ Representative. The Equityholders’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, any of the Buyer, Holdco, Enginetics Companies or any Affiliate of any of the foregoing for a postany Post-Closing Tax period Period, including any Straddle Period, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Equityholders’ Representative shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer Purchaser or Purchaser’s counsel to consult with the Representative him regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter proceeding and to employ counsel, be present at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate meetings or proceedings with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingrelevant Taxing Authority.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Acquired Companies to notify Seller in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Acquired Companies of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Acquired Companies for which the Sellers Seller may be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Seller may, at the Sellers’ its own expense, participate in and, upon notice to the BuyerBuyer within thirty (30) days of becoming aware of such Tax Matter, assume the defense of any such Tax Matter. If the Representative Seller assumes such defense on behalf of the Sellersdefense, then the Representative Seller shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Acquired Companies before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the RepresentativeSeller. The Representative Seller shall not enter into any settlement of of, or otherwise compromise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics the Acquired Companies or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Seller shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative Seller regarding the conduct of or positions taken in any such proceeding. If the Representative Seller does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any keep Seller informed of the progress of such Tax Matter from time to the extent it adversely affects the time and shall consult with Seller with respect to such Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the Buyer, and Acquired Companies. The Acquired Companies shall not have the right to settle (iiior to consent to the settlement or compromise of) such Tax Matter without the Buyer shall keep prior written consent of Seller if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 Buyer shall control timely forward to Seller all written notifications and other communications that Buyer receives from any inquiries, assessments, Proceedings taxing authority relating to any Tax audit or similar events other proceeding relating to the Tax liability of Seller with respect to Taxes. The Buyer shall promptly notify the Representative Purchased Assets (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco a taxable year or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement period (or (bportion thereof) ending on or prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a Closing Date). The failure of Holdco Buyer to give Seller such written notice shall excuse Seller from its obligations under Section 10.2 with respect to any increased Tax liability directly attributable to any such notification or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that other communication if the failure to provide such written notice with respect adversely affects the ability of Seller to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of timely contest any claim arising from such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 audit or other proceeding. Seller and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, with respect to initiate any Tax Matterclaim for refund, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of amend any such Tax Matter subject to the limitations contained herein, including responding to inquiriesReturn, and contestingcontest, defending resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating toto any liability of Seller for all Pre-Closing Periods, such Tax Matter. If the Representative has assumed such defense, then the Representative will and Seller shall be entitled to defend and settle any Tax refund relating to any such Tax Matter using the Base Escrow Amounttaxable period; provided, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counselhowever, solely at its own expense, separate from the counsel employed by the Representative. The Representative that Seller shall not enter into any settlement of settle or otherwise compromise any such Tax Matter issue relating to the extent that it adversely affects the Tax liability of the Assumed Taxes without Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer's consent, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. The Representative Buyer shall keep have the Buyer informed with respect exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding Purchased Assets or the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability operation of the Sellers Division or the Business for all taxable periods after the Closing Date; provided, however, that neither Buyer nor its duly appointed representatives shall, without the prior written consent of the Representative, Seller which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed, enter into any settlement of any contest or otherwise compromise any issue that materially affects or may materially affect the Tax liability of Seller or any of its Affiliates for any taxable year or period (iior portion thereof) ending on or prior to the Representative Closing Date or require payment by Seller of any amount under Section 10.2 unless Buyer shall have the waived or caused to be waived for itself any right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of indemnification for any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingamounts from Seller.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control promptly notify the Seller Parties in writing upon receipt by the Purchaser or any Affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period for which any of the Seller Parties may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySeller Parties, at the Sellers’ their expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall will have the authority, exclusive authority to represent the interests of Trans-West or the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant IRS or any other Taxing Authority and the Representative shall will have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiriesinquiries and settling audits; provided, and contestinghowever, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If that the Representative has assumed such defense, then the Representative Seller Parties will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the BuyerPurchaser, HoldcoTrans-West, Enginetics the Company or any Affiliate of the foregoing for a postany Post-Closing Tax Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date, without the prior written consent of the BuyerPurchaser, which consent shall may not be unreasonably conditioned, withheld or delayed. The Representative Seller Parties shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Seller Parties shall, in good faith, allow the Buyer Purchaser to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative them regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Seller in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers Seller may be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Seller may, at the Sellers’ its own expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative Seller assumes such defense on behalf of the Sellersdefense, then the Representative Seller shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the RepresentativeSeller. The Representative Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Seller shall keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative Seller does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any keep Seller informed of the progress of such Tax Matter from time to the extent it adversely affects the time and shall consult with Seller with respect to such Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the Buyer, and Company. The Company shall not have the right to settle (iiior to consent to the settlement or compromise of) such Tax Matter without the Buyer shall keep prior written consent of Seller if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify Sellers’ Representative in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate the Company of the Buyer of any written notice of any inquiries, audits, examinations, assessments, or proceedings or similar events received from any Taxing Authority with respect to Taxes (i) of Holdco the Company or Enginetics (ii) described in clause (x) of Section 2.4.2 for which the Sellers may would be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding or (b)similar event, a “Tax Matter”); provided, however, that the any failure by Buyer to provide deliver such notice with respect to subclause (a) will within such time period shall not affect in any way the Buyer’s right to indemnification under this Section 11.2 Sellers’ obligation for indemnification, except if and to the extent that the Sellers’ defense of such Tax Matter is demonstrably Sellers are actually and materially prejudiced by such failure; provided, further that thereby. Buyer has the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from represent the voluntary contact. The Representative mayinterests of Buyer or the Company, at as applicable, before the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, relevant Taxing Authority with respect to any Tax Matter, to represent the interests of Holdco Matter and Enginetics before the relevant Taxing Authority and the Representative shall have has the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Sellers’ Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its his own expense, separate from the counsel employed by the RepresentativeBuyer. The Representative Buyer shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period Sellers without the prior written consent of the BuyerSellers’ Representative, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative Buyer shall keep the Buyer Sellers’ Representative informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer Sellers’ Representative or his counsel to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter proceeding and to employ counsel, be present at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate meetings or proceedings with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingrelevant Taxing Authority.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control notify the Seller in writing within 30 days of the receipt by the Purchaser or any affiliate of the Purchaser (including a TDI Company or a TDI Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period for which the Seller may be liable under Section 4.6(g)(i) (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”). For Tax Matters relating solely to a Pre-Closing Tax Period for which the Seller acknowledges in writing its liability under Section 4.6(d), the Seller, at its own expense, shall have the exclusive authority to represent the interests of the TDI Companies and the TDI Subsidiaries with respect to any Tax Matter before the IRS, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerPurchaser, Holdco, Enginetics any TDI Company or any Affiliate of the foregoing TDI Subsidiary for a postany Post-Closing Tax period Period, including any Straddle Tax Period, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Seller shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Seller shall, in good faith, allow the Buyer Purchaser or the Purchaser’s counsel to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If For Tax Matters relating to Straddle Tax Periods, each of the Representative does not assume Seller and the defense Purchaser may participate, at its own expense, in representing the interests of any such Tax Matterthe TDI Companies and the TDI Subsidiaries; provided, then: (i) however, that the Buyer representation shall not enter into any settlement or be controlled by that party which would bear the burden of the greater portion of the sum of the adjustments that may reasonably be anticipated. Unless otherwise compromise any such Tax Matter provided by the Seller in writing to the extent it adversely affects the Tax liability Purchaser, all notices required by this Section 4.6(f) shall be sent to: X. X. Xxxxxx Company, Inc., 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000, Attention: Vice President and Director of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingTaxes.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) Buyer shall control promptly notify Seller in writing upon receipt by Buyer or any of the Acquired Companies after the Closing Date of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco taxable period ending prior to or Enginetics to file a Tax Return or pay Taxes ending on and including the Closing Date for any Pre-Closing Tax Period or Straddle Period which Seller may be liable under this Agreement (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Seller or UAM, or its duly appointed representative (a) or (bthe "Seller's Representative"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Acquired Companies with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amounthowever, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative that Seller or UAM shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics the Acquired Companies or any Affiliate affiliate of the foregoing for any period ending after the Closing Date, including the portion of a post-period beginning before the Closing Tax period Date and ending after the Closing Date (the "Overlap Period"), without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld withheld. Seller or delayed. The Representative UAM shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Seller shall, in good faith, allow the Buyer buyer, at Buyer's sole expense, to consult with the Representative make comments to Seller regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Sellers’ Representative in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings Proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period which Sellers or Straddle Period Holdco may be responsible for payment, directly or indirectly (any matter set forth in clause (a) such inquiry, assessment, Proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the . Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ his own expense, participate in and, upon written notice to the BuyerBxxxx, assume the defense of any such Tax Matter. If the Sellers’ Representative assumes such defense on behalf of the defense, Sellers, then the ’ Representative shall have the authority, with respect to a Tax Matter related solely to any taxable period ending on or before the Closing Date (a “Seller Tax MatterContest”), to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Seller Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Seller Tax Matter that Sellers’ Representative is defending and to employ counsel, solely at its own expense, separate from the counsel employed by the Sellers’ Representative. The Sellers’ Representative shall not enter into any settlement of of, or otherwise compromise compromise, any such Seller Tax Matter to the extent that it the resolution of such Seller Tax Matter could reasonably be expected to adversely affects affect the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers’ Representative shall keep the Buyer informed with respect to the commencement, status status, and nature of any such Seller Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative him regarding the conduct of or positions taken in any such proceedingProceeding. If the With respect to all other Tax Matters or if Sellers’ Representative does not assume the defense of any a Seller Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and shall consult with Sellers’ Representative with respect to such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the . Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, at the expense of the Sellershis own expense, separate from counsel employed by Buyer or the Buyer, and Company. Neither Buyer nor the Company shall have the right to settle (iiior to consent to the settlement or compromise of) such Tax Matter without the Buyer shall keep prior written consent of Sellers’ Representative if such settlement or compromise would cause Sellers or Holdco to be liable for actual payment of any part of the Representative informed settlement amount to be paid with respect to such Tax Matter or increase Sellers’ or Holdco’s liability for Taxes under this Article 9. In the commencement, status and nature event of any such Tax Matterconflict between this Section 9.3 and Section 10.4, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.this Section 9.3 shall control

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Seller in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers Seller may be required to reimburse the indemnify any Buyer Indemnitee pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Seller may, at the Sellers’ its own expense, participate in any Tax Matter and, upon notice to the Buyer, assume the defense of any such Tax MatterMatter that relates solely to any Pre-Closing Tax Period. If the Representative Seller assumes such defense on behalf of the Sellersdefense, then the Representative Seller shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the RepresentativeSeller. The Representative Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, Buyer (which consent shall not be unreasonably conditioned, withheld or delayed). The Representative Seller shall keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative Seller does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any keep Seller informed of the progress of such Tax Matter from time to the extent it adversely affects the time and shall consult with Seller with respect to such Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the BuyerCompany. The Company shall not have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller (which consent shall not be unreasonably conditioned, and (iiiwithheld or delayed) if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the Buyer shall keep the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Stockholders Representative (a) in writing upon receipt by the Buyer or any Affiliate of the Buyer (including the Company after the Closing Date) of any written notice of any inquiries, claims, assessments, proceedings audits or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period for which the Stockholders may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayStockholders Representative, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf expense of the SellersStockholders, then the Representative shall will have the authority, exclusive authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing IRS or any other Tax Authority and the Representative shall will have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contestingsettling audits; provided, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes ofhowever, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative that no Stockholder will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of the foregoing for a postany Post-Closing Tax Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date, without the prior written consent of the Buyer, which consent shall may not be unreasonably conditioned, withheld or delayed. The Stockholders Representative shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Stockholders Representative shall, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative him regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) Parent shall control promptly notify the Representative in writing upon receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco taxable period ending prior to or Enginetics to file a Tax Return or pay Taxes ending on and including the Closing Date for any Pre-Closing Tax Period or Straddle Period which Shareholders may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayShareholders, at the Sellers’ their sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Internal Revenue Service, any other taxing authority, any other Governmental or Regulatory Authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly that no Shareholders nor any of their Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Parent, the Buyer, Holdco, Enginetics Company or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the BuyerParent, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Shareholders shall keep the Buyer Parent fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Shareholders shall, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counselParent, at the expense of the SellersParent’s sole expense, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative make comments to Shareholders regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (i) Purchaser shall control notify Seller in writing within 30 days of the receipt by Purchaser or any Affiliate of Purchaser (including Company or any Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to TaxesTaxes relating to a Pre-Closing Period for which Seller may be liable under Section 5.7(c)(i) (any such inquiry, claim, assessment, audit or similar event, a Tax Matter). The Buyer For Tax Matters relating solely to a taxable period that ends on or before the Closing Date for which Seller acknowledges in writing its liability under Section 5.7(c)(i), Seller, at its own expense, shall promptly notify have the Representative (a) upon receipt by exclusive authority to represent the Buyer interests of Company or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority Subsidiary with respect to Taxes any such Tax Matter before the IRS or any other Tax authority or Government Entity or authority or any court and shall have the sole right to extend or waive the statute of Holdco or Enginetics for which the Sellers may be required limitations with respect to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “such Tax Matter”), including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerPurchaser, Holdco, Enginetics Company or any Affiliate of the foregoing Subsidiary for a postany Post-Closing Tax period Period, including any Straddle Period, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Seller shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Seller shall, in good faith, allow the Buyer Purchaser or Purchaser's counsel to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If For Tax Matters relating to Straddle Periods, each of Seller and Purchaser may participate, at its own expense, in representing the Representative does not assume interests of Company or any Subsidiary; provided that the defense of any such Tax Matterrepresentation shall be controlled by Purchaser; provided, then: (i) the Buyer further, that Purchaser shall not enter into any settlement of, or otherwise compromise compromise, any such Tax Matter to the extent it that adversely affects or may adversely affect the Tax liability of the Sellers Seller, Company or any Subsidiary for any Pre- Closing Period, including any Straddle Period, without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchasers shall control promptly notify the Seller in writing upon receipt by the Purchasers or any affiliate of the Purchasers (including Continental after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers Seller may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Seller, or his duly appointed representative (a) or (bthe "Seller's Representative"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ his sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of Continental with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contestingsettling audits; provided, defending however, that neither the Seller nor any of his affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchasers, Continental or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld. The Seller or the Seller's Represen- tative shall keep the Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Seller shall, in good faith, allow the Purchasers to make comments to the Seller or the Seller's Representative, regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 9.2, the Purchasers shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defenseincome, then assets or operations of Continental for all taxable periods; provided, however, that the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow AmountPurchasers shall not, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right cause its affiliates (but including Continental) not the duty) to participate in the defense of such Tax Matter and to employ counselto, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter to the extent issue that it adversely affects or may affect the Tax liability of the Buyer, Holdco, Enginetics Seller for any period ending on or any Affiliate of prior to the foregoing for a post-Closing Tax period Date without the prior written consent of the BuyerSeller, which consent shall not be unreasonably conditioned, withheld or delayedwithheld. The Representative Purchasers shall keep the Buyer Seller or the Seller's Representative fully and timely informed with respect to the commencement, status and nature any written notice of any such Tax Matterinquiries, and willclaims, in good faithassessments, allow the Buyer to consult with the Representative regarding the conduct of audits or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement similar events that affect or otherwise compromise any such Tax Matter to the extent it adversely affects may affect the Tax liability of the Sellers without the Seller for any period ending on or prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.the

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control (a) The Purchaser will promptly notify the Representative upon receipt by the Purchaser or any Affiliate of the Purchaser (including the Surviving Corporation and any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits, proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers Stockholders and Optionholders may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit, proceeding or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide give such notice with respect to subclause (a) will shall not affect the Buyer’s right to indemnification under this Section 11.2 provided hereunder except to the extent that the Sellers’ defense indemnifying party has been materially prejudiced as a result of such Tax Matter is demonstrably prejudiced failure. As long as the Representative notifies the Purchaser, within 30 days of receiving the notice provided by such failure; provided, further that the failure Purchaser pursuant to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under first sentence of this Section 11.2 and Section 10.2 with respect 11.09 of its intent to control a Tax liabilities resulting from Matter, the voluntary contact. The Representative mayRepresentative, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf sole expense of the SellersStockholders and Optionholders, then the Representative shall will have the authority, authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter, Matter for a taxable period ending on or prior to represent the interests of Holdco and Enginetics Closing Date before the relevant Taxing Authority IRS, any other taxing authority, any other governmental agency or authority or any court or other Governmental Body and the Representative shall will have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, any such Tax Matter. If the Representative has assumed such defense; provided, then however, that the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the BuyerPurchaser, Holdco, Enginetics the Surviving Corporation or any of its Subsidiaries or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date without the prior written consent of the BuyerPurchaser, which consent shall will not be unreasonably withheld, conditioned, withheld or delayed. The Purchaser will be permitted, at the sole expense of the Purchaser, to participate in any Tax Matter controlled by the Representative. The Representative shall will: (i) keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter; (ii) promptly provide the Purchaser with all information, notices and willother communications received with respect to such Tax Matter (including any document requests, notices or proposed adjustment or similar reports or notices of deficiencies related to such Tax Matter); (iii) provide drafts of all memoranda, briefs and other communications to be filed with respect to such Tax Matter for review and comment by the Purchaser; (iv) in good faith, allow the Buyer Purchaser to consult with make comments to the Representative regarding the conduct of or positions taken in any such proceeding. If ; and (v) permit representatives of the Representative does not assume Purchaser to attend and participate in any meetings or other conferences (including telephone conferences) with the defense of IRS or other taxing authority with respect to any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Sellers in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement responsible for payment, directly or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period indirectly (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the . Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon written notice to the Buyer, assume the defense of any such Tax Matter. If the Sellers’ Representative assumes such defense on behalf of the defense, Sellers, then the ’ Representative shall have the authority, with respect to any such Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative Buyer has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and to employ counsel, solely at its own expense, separate from the counsel employed by the RepresentativeSellers. The Representative Sellers shall not enter into any settlement of of, or otherwise compromise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics the Company or any Affiliate of the foregoing for a postPost-Closing Tax period Period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers’ Representative shall keep the Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Representative does Sellers do not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any keep Sellers’ Representative informed of the progress of such Tax Matter from time to the extent it adversely affects the time and shall consult with Sellers’ Representative with respect to such Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, at the expense of the Sellerstheir own expense, separate from counsel employed by Buyer or the BuyerCompany. Neither Buyer nor the Company shall have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, and (iiiconditioned or delayed) if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the Buyer shall keep the Representative informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate Matter or increase Sellers’ liability for Taxes. To the extent the provisions of Section 10.4.1 conflict with the Representative and consult with provisions of this Section 9.3, the Representative regarding the conduct provisions of or positions taken in any such proceedingthis Section 9.3 shall control.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer Purchaser shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received forward to Seller all notifications and other communications from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to any Tax audit or other Proceeding relating to the Tax liability of the Company with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date. The failure of Holdco Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 9.01(a) with respect to any increased Tax liability directly or Enginetics indirectly attributable to file any such notification or other communication if the failure to provide such written notice adversely affected the ability of Seller to contest any claim arising from such Tax audit or other Proceeding. Notwithstanding any provisions to the contrary contained in this Agreement, Purchaser shall have the sole right to control and make all decisions regarding the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes (other than any audit or proceeding relating to a Tax Return in which Company’s income and expenses are combined or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (bconsolidated with Seller’s), including selection of counsel and selection of a “Tax Matter”)forum for such contest; provided, however, that in the failure event such audit or proceeding relates to provide such notice with respect Taxes for which Seller is responsible and has agreed to subclause indemnify Purchaser pursuant to Section 9.01 hereof, (ai) will not affect Purchaser and Seller shall cooperate in the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense conduct of any audit or proceeding relating to such Tax Matter. If the Representative assumes such defense on behalf of the Sellersperiod, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative (ii) Seller shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely audit or proceeding at its own Seller’s expense, separate from the counsel employed by the Representative. The Representative (iii) Purchaser shall not enter into any settlement of or otherwise compromise any agreement with the relevant Taxing Authority pertaining to such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period Taxes without the prior written consent of the BuyerSeller, which consent shall not unreasonably be unreasonably conditionedwithheld, withheld or delayed. The Representative and (iv) Purchaser may, without the written consent of Seller, enter into such an agreement provided that Purchaser shall keep the Buyer informed have agreed in writing to forego any indemnification under this Agreement with respect to such Taxes. In the commencement, status and nature event of any such Tax Matterconflict between the provisions of this Section 6.10(b) and any other provision of this Agreement, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct provisions of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (ithis Section 6.10(b) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingcontrol.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (i) Purchaser shall control promptly notify Seller upon receipt by Purchaser or any affiliate of Purchaser (including each Company and its subsidiaries after the applicable Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (ai) upon receipt by the Buyer Taxes relating to a taxable period ending on or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyerapplicable Closing Date or any loss, Holdco disallowance, or Enginetics making recapture of any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes tax credit, in each case for any Pre-Closing Tax Period or Straddle Period which Seller may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided. Seller, however, that or the failure to provide such notice with respect to subclause (a) will not affect the BuyerSeller’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayrepresentative, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of any Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amounthowever, and the Representative and the Buyer jointly that neither Seller nor any of its affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerPurchaser, Holdco, Enginetics any Company or any Affiliate of the Companies’ subsidiaries or any affiliate of the foregoing for a post-any period ending after the applicable Closing Tax period Date, including the portion of the Straddle Period that is after the applicable Closing Date, without the prior written consent of Purchaser; and provided further that Purchaser shall have the Buyer, which consent shall not be unreasonably conditioned, withheld right to control any Tax Matter that concerns or delayedimplicates the valuation of the Assets of any Company. The Representative Seller or Seller’s representative shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Seller shall, in good faith, allow the Buyer Purchaser to consult with the Representative regarding the conduct of make comments to Seller or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax MatterSeller’s representative, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c)(a) Purchaser shall promptly notify Casella upon receipt by Purchaser or any Affiliate of Purchaser (including the Companies and their Subsidiaries, this Section 11.2 shall control after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided. Casella, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayor its Representative, at the Sellers’ Xxxxxxx’x sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authorityauthority to represent the interests of Casella and its Affiliates and the Companies and their Subsidiaries, as applicable, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other Tax authority or any other Governmental Entity and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly that none of Casella or any of its Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, the Buyer, Holdco, Enginetics Companies or their Subsidiaries or any Affiliate of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the BuyerPurchaser, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Casella or its Representative shall keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Casella shall, in good faith, allow the Buyer Purchaser to consult with the Representative make comments to Casella or its Representative, regarding the conduct of or positions taken in any such proceeding. If Purchaser shall provide or cause another entity to provide to Sellers and/or any of their Affiliates and/or their representatives powers of attorney as may reasonably be requested by Sellers in order to exercise their rights under this Section 8.3; provided, however, that such powers shall permit the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter designee to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed act only with respect to the commencement, status and nature of any such specific Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingMatters at issue for which Sellers may be liable under this Agreement.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) The Purchasers’ Representative shall control promptly notify the Sellers’ Representative upon receipt by the Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Rockwood Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that . The Rockwood Sellers or the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayRepresentative, at the Sellers’ their or its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Target Companies with respect to any Tax MatterMatter before any Tax authority, to represent the interests of Holdco other Governmental Body or any court and Enginetics before the relevant Taxing Authority and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, however, that neither the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly Rockwood Sellers nor any of their Related Persons shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the BuyerPurchasers, Holdcoany Subsidiaries of the Purchasers, Enginetics the Target Companies or any Affiliate Related Persons of the foregoing for a post-any period ending after the Closing Tax period Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of the BuyerPurchasers, which consent shall not be unreasonably conditioned, withheld or delayed. The Rockwood Sellers or the Sellers’ Representative shall keep the Buyer Purchasers fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and willMatter that may affect the liability of the Target Companies for periods after the Closing. The Rockwood Sellers shall, in good faith, allow the Buyer Purchasers to consult with make comments to the Representative Rockwood Sellers or Sellers’ Representative, as the case may be, regarding the conduct of or positions taken in any such proceeding. If proceeding that may affect the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without Target Companies for periods after the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingClosing.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly cause the Company to notify Sellers in writing within ten (10) days of the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer Company of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics the Company for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement responsible for payment, directly or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period indirectly (any matter set forth in clause (a) such inquiry, assessment, proceeding, litigation, audit or (b)similar event, a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative Sellers may, at the Sellers’ their own expense, participate in and, upon written notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes Sellers assume such defense on behalf of the Sellersdefense, then the Representative Sellers shall have the authority, with respect to any such Tax Matter, to represent the interests of Holdco and Enginetics the Company before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Buyer has the Representative has assumed such defense, then right (but not the Representative will be entitled duty) to defend and settle participate in the defense of such Tax Matter using that Sellers are defending and to employ counsel, at its own expense, separate from the Base Escrow Amountcounsel employed by Sellers. Sellers shall not enter into any settlement of, or otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall keep Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the Representative and conduct of or positions taken in any such proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer jointly shall instruct keep Sellers informed of the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement progress of such Tax Matter from time to time for this purpose in accordance and shall consult with the provisions of this Agreement and the Escrow AgreementSellers with respect to such Tax Matter. The Buyer Sellers shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, solely at its their own expense, separate from the counsel employed by Buyer or the RepresentativeCompany. The Representative Neither Buyer nor the Company shall not enter into any have the right to settle (or to consent to the settlement of or otherwise compromise any of) such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, Sellers (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative shall keep ) if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the Buyer informed settlement amount to be paid with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to or increase Sellers’ liability for Taxes. To the extent it adversely affects the Tax liability provisions of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate Section 10.4.1 conflict with the Representative and consult with provisions of this Section 9.3, the Representative regarding the conduct provisions of or positions taken in any such proceedingthis Section 9.3 shall control.

Controversies. Notwithstanding (a) This Section 10.4(c), this Section 11.2 shall 10.5 will control any inquiries, assessments, Proceedings or similar events with respect to TaxesTax Matters. The Buyer shall promptly notify the Sellers Representative (a) upon receipt by the Buyer Buyer, the Blocker, the Company or any Affiliate of the Buyer their Affiliates of any notice of any inquiries, assessments, proceedings or similar events received Tax Matter from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Pre-Closing Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Sellers Representative may, at the Sellers’ expense, participate in and, and upon notice to the Buyer, assume the defense of any such Pre-Closing Tax Matter that relates solely to income Taxes for a Pre-Closing Tax Period (a “Sellers Tax Matter”). If the Sellers Representative assumes such the defense on behalf of the Sellersa Sellers Tax Matter, then the Sellers Representative shall will have the authority, with respect to any Tax Matter, authority to represent the interests of Holdco the Company and Enginetics the Company Subsidiaries before the relevant Taxing Authority and the Sellers Representative shall will have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Sellers Tax Matter. If ; provided, that (i) the Sellers Representative has assumed may not enter into any settlement or otherwise compromise any such defense, then the Representative will be entitled to defend and settle such Sellers Tax Matter using without the Base Escrow Amount, and the Representative and prior written consent of the Buyer jointly shall instruct (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall will have the right (but not the duty) to participate in the defense of such Sellers Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Sellers Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to , and (iii) the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Sellers Tax Matter, Matter and will, will (in good faith, ) allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 IRET shall control promptly notify the Shareholders in writing upon receipt by IRET or any Affiliate of IRET (including the Surviving Corporation after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending prior to or ending on and including the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers Shareholders may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause such inquiry, claim, assessment, audit or similar event, a "Tax Matter "). The Shareholders, or their duly appointed representative (a) or (bthe "Shareholders' Representative"), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ its sole expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, authority to represent the interests of the Company with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority IRS, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. If ; provided, however, that neither the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly Shareholders nor any of their Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of IRET, the Buyer, Holdco, Enginetics Surviving Corporation or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a post-period beginning before the Closing Tax period Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayedIRET. The Shareholders or the Shareholders' Representative shall keep the Buyer IRET fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. The Shareholders shall, in good faith, allow IRET, at its sole expense, to make comments to the Buyer to consult with Shareholders or the Representative Shareholders' Representative, regarding the conduct of or positions taken in any such proceedingProceeding. If Except as otherwise provided in this Section 11.5(b), IRET shall have the Representative does sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company and/or the Surviving Corporation for all taxable periods; provided, however , that IRET shall not, and shall cause its Affiliates (including the Company) not assume the defense of any such Tax Matterto, then: (i) the Buyer shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter issue with respect to the extent it adversely affects the Tax liability portion of the Sellers Overlap Period ending on or prior to the Closing Date without the prior written consent of the RepresentativeShareholders, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingwithheld.