Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the LLC which may give rise to a Tax liability of Buyer, Seller, or their respective shareholders and Affiliates, shall promptly notify such other parties within 10 Business Days of the receipt of such notice. Each of the parties agrees to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or other Proceeding to the extent that such Proceeding could affect a Tax liability of Buyer, Seller, or their respective shareholders and Affiliates. Seller shall have the right, at right to represent the expense of the Company Equity Holders (or, LLC in the case of any Tax Proceeding or other claim related and to Taxes which are indemnified pursuant employ counsel of its choice, but reasonably satisfactory to Section 6.2(h)Buyer, out of at its expense, but only to the Additional Escrow Account), extent such Proceeding pertains to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period periods ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, that would affect the Company Securityholder Representative shall inform the Surviving Pubco computation of the status Tax liability of any such proceedings, shall provide the Surviving Pubco (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shareholders. Buyer shall have the right to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, Proceeding at its own expense, and shall be entitled to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case disposition of any issue involved in such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes Proceeding which affects a potential liability of the Company or any of its Subsidiaries for a taxable period that includes but does LLC and would not end on affect the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative computation of the status Tax liability of any such proceedings, Seller’s shareholders. Both Buyer and Seller shall provide be entitled to represent their own interests in light of their responsibilities for the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representativerelated Taxes, at its their own expense, shall have the right to participate in, but not direct, the prosecution in any audit or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to other Proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 8.1(e), neither party shall, without the consent of the other, agree to any settlement described in this Section 7.1(e) with respect to any Tax if such settlement could adversely affect any Tax liability of the other party or its shareholders or Affiliates, such consent not to be unreasonably withheld.

Tax Proceedings. The Company Securityholder Buyer and the Seller Representative shall have the right, at the expense promptly notify each other upon receiving notice of any pending or threatened Tax proceeding that could result in Tax liability for any member of the Company Equity Holders (orGroup with respect to a Pre-Closing Tax Period or a Straddle Period, in the case of any Tax Proceeding or other claim related that relates to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to a Flow-Through Return. The Seller Representative shall control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating proceeding (i) with respect to any and all Taxes a member of the Company and its Subsidiaries for Group that relates solely to any taxable Tax period ending on or before prior to the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided(including, howeverfor the avoidance of doubt, the final IRS Form 1065 of the Company), (ii) with respect to any Flow-Through Return for a Pre-Closing Tax Period and (iii) with respect to any other Flow-Through Return to the extent such proceeding would not result in any Tax liability for which Buyer or any member of the Company Securityholder Group (other than other Company Group GP Entities) would be responsible. The Buyer and the Seller Representative shall inform jointly control any Tax proceeding with respect to a Flow-Through Return not described in clause (ii) or clause (iii) immediately above (i.e., a Flow-Through Return to the Surviving Pubco extent such proceeding would result in any Tax liability for which Buyer or any member of the status Company Group (other than other Company Group GP Entities) would be responsible. The Buyer shall control all other Tax proceedings with respect to the members of the Company Group (other than Tax proceedings that relate to Tax Returns of the Company Group GP Entities that are not Flow-Through Returns). The Seller Representative shall consult with the Buyer regarding any Tax proceeding with respect to a Flow-Through Return or with respect to the members of the Company Group that the Seller Representative controls and, in each case, that could result in Tax liability for a member of the Company Group, provide the Buyer with information and documents related thereto, permit the Buyer or its representative to attend and participate in any such proceedings, shall provide the Surviving Pubco (Tax proceeding at the Surviving PubcoBuyer’s sole cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of not settle any such proceedings and shall obtain Tax proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Buyer (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative). the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and The Buyer shall consult with the Seller Representative regarding any other Tax proceeding with respect to a member of the Company Securityholder Group that the Buyer controls and that could result in Tax liability for any Seller or any member of the Company Group in respect of which the Sellers may become obligated to make any indemnity payment pursuant to Section 11, provide the Seller Representative prior with information and documents related thereto, permit the Seller Representative to the settlement of attend and participate in any such proceedings Tax proceeding at the Seller Representative’s sole cost and shall obtain expense, and, solely with respect to any such tax proceeding that would give rise to Tax liability for any Seller or any member of the prior written Company Group, not settle any such Tax proceeding without the consent of the Company Securityholder Seller Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). The provisions of this Section 10.2(b) shall apply notwithstanding anything to the contrary in Sections 11.6, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution 11.7 or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date11.8.

Tax Proceedings. The Company Securityholder Representative If any taxing authority conducts any audit or investigation of Target Tax Returns relating to Target Pre-Closing Tax Period, Acquiror shall have notify the rightStockholder's Agent of such audit or investigation, at and the expense Stockholders' Agent may, by written notice to Acquiror, assume control of such audit or investigation and provide any responses required in connection therewith. If Stockholder's Agent assumes control of such audit or investigation: (1) Acquiror shall cause to be executed any powers of attorney or other documents necessary to enable Stockholders' Agent to control the audit or investigation, (2) Stockholders' Agent shall timely provide Acquiror with copies of all correspondence related to the audit or investigation and shall allow Acquiror to attend all meetings and participate in all telephone conferences with taxing authorities, (3) Stockholders' Agent shall consult with Acquiror and not unreasonably reject Acquiror's advice regarding the handling of the Company Equity Holders audit or investigation, (or4) Acquiror (on behalf of the Surviving Corporation) shall not deny any request by the applicable taxing authority to extend the statute of limitations if, in the case of Stockholders' Agent's reasonable judgment, the denial would materially prejudice the Stockholders' Agent's ability to defend any Tax Proceeding or other claim claims related to Taxes the audit or investigation and (5) the Stockholders' Agent shall not settle any audit or investigation without the prior written consent of Acquiror, which are indemnified pursuant to Section 6.2(h)consent may not be unreasonably withheld or delayed. In no event shall Acquiror and, out of after the Additional Escrow Account)Closing Date, to control the Surviving Corporation, settle any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, audit or other adjustment or proposed adjustment investigation relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending or portion thereof that ends on or before the Closing Date or relating to Taxes in a manner which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain would adversely affect Target stockholders without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateStockholders' Agent, which consent shall may not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative shall have If any Tax Authority issues to the right, at the expense Acquired Companies (i) a notice of its intent to audit or conduct another Tax Proceeding with respect to a Tax Return or Taxes of any of the Acquired Companies for any Pre-Closing Tax Period or (ii) a notice of deficiency for Taxes for any such Pre-Closing Tax Period, Buyer or the applicable Acquired Company Equity Holders shall notify the Stockholders’ Representative of its receipt of such communication from the Tax Authority within fifteen (or15) days of receipt and provide the Stockholders’ Representative with copies of all correspondence and other documents received from the Tax Authority. Buyer shall determine and control (in its sole discretion) the preparation, in the case prosecution, defense, settlement, disposition and conduct of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder subject to any confidentiality obligations of Stockholders’ Representative shall inform the Surviving Pubco under this Agreement and subject to any applicable Legal Requirements restricting any of the status following, (A) Buyer shall notify the Stockholders’ Representative of any meetings with Tax Authorities in connection with such proceedingsTax Proceeding and permit the Stockholders’ Representative, at the Stockholders’ Representative’s sole cost and expense, to attend any such meetings (in person, via telephone or via video-conference, if available) which relate solely to Taxes of the Acquired Companies for a Pre-Closing Tax Period, provided that if the Stockholders’ Representative fails to attend any such meeting (including any notice of cancellation provided by the Stockholders’ Representative) then the Buyer or any Acquired Company may proceed with such meeting without the Stockholders’ Representative; (B) Buyer shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Stockholders’ Representative with copies of any pleadings, all correspondence and other documents as regarding such Tax Proceeding, permit the Surviving Pubco may reasonably request Stockholders’ Representative a reasonable opportunity to review and comment to Buyer regarding any such correspondence and other documents and shall include such comments as Buyer determines is reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings appropriate; and (C) Buyer shall not, and shall obtain not allow the Acquired Companies to settle, resolve, or abandon a Tax Proceeding (whether or not the Stockholders’ Representative participates in such Tax Proceeding) related to a Pre-Closing Tax Period without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, Stockholders’ Representative (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided). Any and all reasonable costs, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution fees or defense of any such Tax Proceedings controlled expenses incurred by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company Buyer or any of its Subsidiaries Affiliates in connection with any Tax Proceeding arising from any Pre-Closing Tax Period shall be considered Damages for a taxable period that includes but does not end on which the Closing Date Buyer Indemnified Parties shall be indemnified and which is not otherwise controlled by the Company Securityholder Representative in accordance with this held harmless pursuant to Section 6.2(e), (A10.2(a)(v) the Surviving Pubco shall provide the Company Securityholder Representative written notice of and all such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent Damages shall not be unreasonably conditioned, withheld or delayed; provided, further, that subject to the Company Securityholder Representative, at its own expense, shall have Basket. For the right to participate in, but not directavoidance of doubt, the prosecution immediately preceding sentence shall not impact or defense of compromise the Buyer Indemnified Parties’ rights to be indemnified and held harmless for any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateTax.

Tax Proceedings. The Company Securityholder Representative Purchaser shall have promptly notify Seller in writing upon receipt by Purchaser or any of its Affiliates (including, following the rightClosing and for the avoidance of doubt, at the expense of the Company Equity Holders (or, in the case any Acquired Company) of any written communication from a Governmental Body concerning any pending or threatened audit, claim, demand or administrative or judicial proceeding (a “Tax Proceeding or other claim related Claim”) that would be reasonably expected to Taxes which are indemnified pursuant give rise to Section 6.2(h)a right of indemnification under this Agreement, out and if and to the extent known, describing in reasonable detail the facts and circumstances with respect to the subject matter of the Additional Escrow Account), to control any such Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Claim; provided, however, that the Company Securityholder Representative shall inform the Surviving Pubco failure of the status of any Purchaser to provide such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent notice shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or release Seller from any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with obligations under this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior Agreement except to the settlement of any extent Seller is prejudiced by such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior failure. With respect to the settlement of any such proceedings that could reasonably be expected Tax Claims relating to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) Tax periods ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Seller shall have the right to: (i) prepare (or cause to participate inbe prepared) any amended Tax Returns required to be filed in connection with the resolution of a Tax Claim; and (ii) to control any Tax Claim, but not direct, in each case to the prosecution or defense of extent that any such Tax Proceeding controlled by the Surviving Pubco that Return or Tax Claim: (A) relates to any Pre-Closing Tax Period; or (B) could reasonably be expected to result in any Tax liability with respect to which Seller has agreed to provide indemnification under this Agreement. Upon Seller’s reasonable request, Purchaser shall file (or caused to be filed) any amended Tax Return described in the immediately preceding sentence and shall execute any powers of attorney or similar documents that may be required to effectuate the intent of this Section 5.11(d). Except for Taxes paid on an affiliated, consolidated, combined, or unitary basis with Seller or its Affiliates, Seller shall not settle any Tax Claim without Purchaser’s consent, not to be unreasonably withheld, conditioned or delayed, if such settlement would be likely to materially adversely affect Purchaser in a taxable period that includes but does not end on beginning after the Closing Date. The Purchaser and Seller shall jointly control any Tax Claim related to a Straddle Period, provided that no party shall settle any such Tax Claim without the other party’s consent, not to be unreasonably withheld, conditioned or delayed.

Tax Proceedings. If any Governmental Authority issues to the Company (i) a written notice of its intent to audit or conduct another legal proceeding with respect to Indemnified Taxes or Partnership Returns or (ii) a written notice of deficiency for Indemnified Taxes or with respect to Partnership Returns, Buyer shall notify the Contributors Representative of its receipt of such communication from the Governmental Authority within thirty (30) days of receipt. No failure or delay of Buyer in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Contributors pursuant to this Agreement, except to the extent that the Contributors are actually and materially prejudiced by such failure or delay. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, control any audit or other legal proceeding in the case respect of any Tax Proceeding Return or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h(a “Tax Contest”); provided, however, that (A) the Company Securityholder Representative shall inform Contributors Representative, at the Surviving Pubco sole cost and expense of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expenseContributors, shall have the right to participate in, but not direct, the prosecution or defense of in any such Tax Proceedings controlled by Contest to the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, extent it relates to control any other a Pre-Closing Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired CompanyPeriod; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco Buyer shall inform not allow the Company Securityholder to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Pre-Closing Tax Period without the permission of the Contributors Representative (which will not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, the Contributors Representative shall control the conduct of any Tax Contest relating to a Partnership Return; provided, however, that (1) the Contributors Representative shall keep Buyer and the Company reasonably informed regarding the status of any such proceedings, Tax Contest; (2) the Contributors Representative shall provide control the Company Securityholder Representative Tax Contest diligently and in good faith; (at the Company Securityholder Representative’s cost and expense3) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Buyer shall have the right to participate inin such Tax Contest; (4) the Contributors Representative shall not settle, but resolve or abandon the Tax Contest (or any portion thereof) without the prior written consent of Buyer (which will not directbe unreasonably withheld, delayed or conditioned); and (5) the Contributors shall bear all costs and expenses of the Contributors Representative and the Company in controlling such Tax Contest. Notwithstanding anything to the contrary herein, the prosecution Company shall make (or defense cause to be made) a “push out” election under Section 6226 of the Code (and any corresponding election available under applicable state or local law) with respect to any imputed underpayment (within the meaning of Section 6225 of the Code) for any Pre-Closing Tax Period of the Company. The Company shall in all events timely seek (and cause the partnership representative, as that term is used in the Code, to timely seek) reduction of any such imputed underpayment for any Pre-Closing Tax Proceeding controlled Period of the Company to the full extent permitted by Section 6225 of the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateCode.

Tax Proceedings. The Company Securityholder Representative From and after the Closing, Buyer Parent shall have the right, at the expense notify Seller Parent in writing within thirty (30) calendar days of receipt by Buyer or any of its Affiliates (including any member of the Company Equity Holders Transferred Group) of notice, with respect to a Pre-Closing tax Period or a Straddle Period, of (ori) any pending or threatened Tax audits or assessments that may give rise to Liabilities for Taxes and (ii) any Claims that may give rise to amounts, in the each case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h(i) and (ii), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that Sellers could reasonably be expected to indemnify the Buyer Indemnified Parties pursuant to Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to a Seller (a “Tax Contest Claim”), provided that any failure to comply with this provision shall not affect any Buyer Indemnified Party’s right to indemnification hereunder to the extent such failure does not materially prejudice Seller Parent’s ability to defend against such Tax Contest Claim. Sellers shall notify Buyer Parent in writing within thirty (30) days of receipt by any Seller or any Affiliate of any Seller of notice of any pending or threatened Tax audit, assessment or other Proceeding regarding (x) the Acquired Assets (y) any member of the Transferred Group and (z) the Business, provided that any failure to comply with this provision shall not affect any Seller Indemnified Party’s right to indemnification hereunder to the extent such failure does not materially prejudice Buyer Parent’s ability to defend against such audits, assessments, and Claims. Seller Parent shall, at its own cost and expense, control the defense employing counsel of its choice of any Tax Contest Claim to the extent that such Tax Contest Claim would not reasonably be expected to materially adversely affect the Surviving Pubco Tax liability of Buyer Parent or an Acquired Company any of its Affiliates (including any member of the Transferred Group), provided that Seller Parent shall keep Buyer Parent reasonably informed of the progress of any such Tax Contest Claim (and permit Buyer Parent to participate in such Tax Contest Claim at Buyer Parent’s own expense) and shall not agree to any taxable period ending after settlement without receiving the Closing DateBuyer Parent’s prior written consent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. To the extent a Tax Contest Claim would reasonably be expected to materially adversely affect the Tax liability of Buyer Parent or any of its Affiliates (including any member of the Transferred Group), further, that the Surviving PubcoBuyer Parent shall, at its own cost and expense, shall have control the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any employing counsel of its Subsidiaries for a taxable period choice, provided that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) Buyer Parent shall use its best efforts to separate the Surviving Pubco shall provide issues in all material respects into those for which the Company Securityholder Representative written notice of such proceeding, Sellers would be liable under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller and all other issues and (B) Seller Parent (along with counsel and other advisors of its choice) shall be entitled to participate at their sole cost and expense in the Surviving Pubco shall inform defense with respect to the Company Securityholder Representative issues for which the Sellers would be liable under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller. From and after the Closing, neither Buyer Parent nor any of its Affiliates (including any member of the status Transferred Group) shall agree to settle any Tax Contest Claim that would reasonably be expected to be the subject of any such proceedings, shall provide indemnification by the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may Sellers under Section 12.2 or which would otherwise reasonably request, and shall consult with the Company Securityholder Representative prior be expected to result in material adverse Tax consequences to the settlement of any such proceedings and shall obtain Seller without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative shall have (i) If a Tax Claim is initiated by any taxing authority, Parent or the rightCompany, at the expense of the Company Equity Holders (or, in as the case may be, shall promptly notify Stockholder in writing of any such Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Claim; provided, however, that the failure by Parent or the Company Securityholder Representative to give such notice shall inform the Surviving Pubco of the status of not relieve Stockholder from any indemnification obligation which it would have with respect to such proceedingsTaxes, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior except to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings extent that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Stockholder is actually prejudiced thereby. Stockholder shall have the right to participate in, but not direct, control the prosecution or defense conduct of any such Tax Proceedings controlled Claim (other than a Tax Claim with respect to Spin-Off Taxes) for the period of time during which any Indemnity Escrow Amount remains in the Indemnity Escrow Account. At such time as such request is received by Parent, Parent or the Company Securityholder RepresentativeCompany, as the case may be, shall furnish Stockholder and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable Stockholder and/or its representatives to control the conduct of any such Tax Claim. the Surviving Pubco Parent shall have the right, at its own option and at its sole cost and expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice participate in the conduct of deficiency, all stages of such audit or other adjustment administrative or proposed adjustment relating to Taxes judicial proceeding with representatives of its own choosing with respect to an Acquired Company; provided, any Tax Claim (other than a Tax Claim with respect to Spin-Off Taxes) if Parent reasonably determines that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to resolution thereof may materially adversely affect the Taxes of Parent, the Company or any of its Subsidiaries for a any taxable period that includes but does not end on or portion of a period ending after the Closing Date and which is not otherwise controlled by Date. Stockholder may, in its reasonable discretion, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding such a Tax Claim with a taxing authority; provided, that, if the acceptance of any proposed adjustment, settlement or agreement in compromise of a Tax Claim would materially adversely affect Parent, the Company Securityholder Representative in accordance with this Section 6.2(e)and its Subsidiaries, (A) the Surviving Pubco Stockholder shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of not accept any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of proposed adjustment or enter into any such proceedings and shall obtain settlement or agreement in compromise regarding a Tax Claim without the prior express written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateParent, which consent shall not be unreasonably withheld, conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company Securityholder Representative which may give rise to Liability of another Party hereto (including pursuant to the indemnification provisions of this Agreement), shall have the right, at the expense promptly notify such other Party within ten (10) business days of the Company Equity Holders (or, in receipt of such notice. The Parties each agree to consult with and to keep the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending Parties hereto informed on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of a regular basis regarding the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Tax audit or proceeding to the settlement extent that such audit or proceeding could affect a Liability of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that other Parties which could reasonably be expected a basis for a claim pursuant to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, indemnity obligations hereunder. The Seller Representative shall have the right to participate inrepresent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightreasonably satisfactory to Buyer, at its own the Sellers’ expense, but only to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the extent such audit or other adjustment or proposed adjustment relating proceeding pertains to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) periods ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, . Buyer shall have the right to participate inin such proceeding at its own expense, but not direct, and shall be entitled to control the prosecution or defense disposition of any issue involved in such proceeding which does not affect a potential Liability of the Sellers (including any indemnity obligation under this Agreement). Both the Buyer and the Sellers (through the Seller Representative) shall be entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.6, the Seller Representative shall not, without the Buyer’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax Liability of the Buyer, any Affiliate of the Buyer, or (with respect to any taxable period (or portion thereof) beginning after the Closing Date) the Company. Except as provided in this Section 6.6 the provisions of Article IX including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved.

Tax Proceedings. The Company Securityholder Representative Purchaser shall, within five (5) days of receipt, provide Seller with written notice of any inquiries, audits, examinations or proposed adjustments by any Governmental Authority, which relates to any Asset Taxes for any Tax period ending prior to the Effective Date or any Straddle Period (each, a “Pre-Effective Date Tax Proceeding”); provided that the failure of Purchaser to give notice of a Pre-Effective Date Tax Proceeding shall not relieve the Seller of its obligations under this Agreement, except to the extent Seller is materially prejudiced by such failure. Seller shall have the right, at option to control the expense of the Company Equity Holders (or, in the case conduct and resolution of any Pre-Effective Date Tax Proceeding or other claim related that relates solely to Taxes which are indemnified pursuant a Tax period ending prior to Section 6.2(h), out the Effective Date. Seller may exercise such option by providing written notice to Purchaser within fifteen (15) days of the Additional Escrow Account), receiving written notice of any such Pre-Effective Date Tax Proceeding from Purchaser. If Seller elects to control any a Pre-Effective Date Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes Seller shall (i) keep Purchaser informed of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status progress of any such proceedingsPre-Effective Date Tax Proceeding, shall (ii) provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Purchaser with copies of any pleadings, material correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency (iii) permit Purchaser (or other adjustment or proposed adjustment relating Purchaser’s counsel) to Taxes of participate in meetings (including conference calls) with the Company or applicable Governmental Authority with respect to any of its Subsidiaries for a taxable period that includes but does not end on the Closing such Pre-Effective Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(eTax Proceeding (at Purchaser’s cost), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (Biv) the Surviving Pubco shall inform the Company Securityholder Representative of the status not effect any settlement or compromise of any such proceedings, shall provide Pre-Effective Date Tax Proceeding without the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior Purchaser, not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld delayed or delayedwithheld. Purchaser shall control any Pre-Effective Date Tax Proceeding that relates solely to a Tax period ending before the Effective Date that Seller does not elect to control or any Pre-Effective Date Tax Proceeding that relates to any Straddle Period; provided, furtherthat, that Purchaser shall (i) keep Seller informed of the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense progress of any such Pre-Effective Date Tax Proceeding, (ii) provide Seller with copies of material correspondence with respect to any such Tax Proceeding, (iii) permit Seller (or Seller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such Pre-Effective Date Tax Proceeding controlled by (at Seller’s cost), and (iv) not effect any settlement or compromise of any such Pre-Effective Date Tax Proceeding without the Surviving Pubco that relates written consent of Seller, not to be unreasonably conditioned, delayed or withheld. In the event of a taxable period that includes but does not end on conflict between the Closing Dateprovisions in this Section 9.7 and those in Section 11.4, this Section 9.7 shall control.

Tax Proceedings. (i) The Company Securityholder Buyer shall promptly notify the Representative in writing upon receipt by the Buyer or any of its Affiliates (including the Companies) of notice of any Tax audits, examinations or assessments that could give rise to a liability for which the Sellers are responsible under Article VIII of this Agreement. The Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), right to control any Tax Proceedingsuch audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, examination or other adjustment or proposed adjustment relating proceeding to the extent that it relates to any and all Taxes of for which the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which Sellers are indemnified responsible pursuant to Section 6.2(h); providedArticle VIII of this Agreement (it being understood that if an audit, howeverexamination or proceeding relates to a Straddle Period, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate inin any such audit, examination or proceeding to the extent related to the Pre-Closing Tax Period, but if it is not directfeasible that the Representative participate in any such examination or proceeding, the prosecution Buyer shall, if and to the extent such matter is reasonably likely to materially adversely affect the Sellers, obtain the Representative’s consent, which shall not be unreasonably withheld, conditioned or delayed, prior to settling or compromising any such examination or proceeding), provided, that the Representative provides notice to the Buyer of its intent to control such proceeding within 20 days after receiving notice of such matter the Sellers shall have the right at their expense to participate in and control the conduct of such audit or proceeding; the Buyer also may participate in any such audit or proceeding and, if the Sellers do not assume the defense of any such Tax Proceedings controlled by audit or proceeding, the Company Securityholder RepresentativeBuyer may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after five days prior written notice to the Sellers setting forth the terms and conditions of settlement. In the Surviving Pubco event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Buyer would be liable, the Buyer shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the audit or other adjustment or proposed adjustment relating to Taxes proceeding with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datelatter issues.

Tax Proceedings. (a) The Company Securityholder Seller Representative shall have the sole right, at Sellers’ expense and with counsel of their choosing, to control, contest, resolve, and defend against any Proceeding relating to the expense Taxes of an Acquired Company or a Securitization Trust for a Pre-Closing Tax Period (a “Pre-Closing Tax Proceeding”); provided that with respect to any such Pre-Closing Tax Proceedings (i) the Company Equity Holders Seller Representative shall offer the Buyer a reasonable opportunity to comment before submitting to any taxing authority any written materials prepared or furnished in connection with such Pre-Closing Tax Proceeding, and allow Buyer to participate in any related meetings or telephonic conference with the applicable taxing authority, (orii) the Sellers’ Representative shall keep the Buyer reasonably apprised of such Pre-Closing Tax Proceeding, (iii) in the case of each Acquired Company which has been or is currently treated and reported as a partnership for U.S. federal Tax purposes (an “Acquired Company Tax Partnership”) for all or any portion of a Pre-Closing Tax Proceeding Period, the Seller Representative shall use commercially reasonable efforts to make, or other claim related cause to Taxes be made, a Push-Out Election with respect to any Covered Audit Adjustment of each such Acquired Company Tax Partnership for all Pre-Closing Tax Periods (or portion thereof) for which the Partnership Tax Audit Rules are indemnified in effect, pursuant to Section 6.2(h), out of the Additional Escrow Account), which each Person who was a “partner” in each such Acquired Company Tax Partnership for such Pre-Closing Tax Periods (or portion thereof) is obligated to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to pay any and all Taxes of resulting Taxes, additions to Tax, penalties and interest in a timely fashion arising from or attributable to each such Covered Audit Adjustment, and (iv) the Company and its Subsidiaries for any taxable period ending on Sellers shall not concede, settle, or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of compromise any such proceedings, shall provide the Surviving Pubco Pre-Closing Tax Proceeding (at the Surviving Pubco’s cost and expenseor portion thereof) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior Buyer, such consent not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative (a) Each party hereto shall provide the other with prompt notice of any Tax adjustment proposed by any Governmental Authority or other claim which could give rise to a claim for indemnification under Article VIII or Article X; provided that the failure to provide such notice shall not affect any right to indemnification under this Agreement except to the extent the party not receiving notice is materially prejudiced thereby. If the resolution of any Tax proceeding would be grounds for indemnification under this Agreement by the party not in control of the conduct of such Tax proceeding pursuant to this Section 8.2.4 (the "Non-Controlling Party"), (A) the party in control of such Tax proceeding (the "Controlling Party") shall keep the Non-Controlling Party fully informed of any proceedings, events and developments relating to or in connection with such Tax Proceeding; (B) the Non-Controlling Party shall be entitled to receive copies of all correspondence and documents relating to such Tax proceeding; and (C) at its own cost and expense, the Non-Controlling Party shall have the rightright to participate in (but not control) the conduct of such Tax proceeding. Notwithstanding any such control (1) the Reinsurer shall not, at and shall not permit the expense of the Company Equity Holders (orTransferred Companies to, in the case of enter into any settlement or admit any fault or liability with respect to any Tax Proceeding or other claim related proceeding that could give rise to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any a claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco indemnification hereunder without HealthMarkets’ express written prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateconsent, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against (2) HealthMarkets shall not enter into any other assessment, notice of deficiency, settlement or other adjustment admit any fault or proposed adjustment relating liability that is or purports to Taxes with respect to an Acquired Company; provided, that in be binding on the case of Transferred Companies for any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end could have any adverse effect on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative liability of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative Reinsurer or the Company or Transferred Companies for Taxes for any of its Subsidiaries in any taxable period (or portion thereof) ending on or before beginning after the Closing Date, without the Reinsurer’s express written prior consent, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative From and after the Closing, Buyer shall notify Seller in writing within 30 days of receipt by Buyer or any of its Affiliates (including the Companies) of notice of any pending or threatened federal, state, local, provincial, territorial or foreign income or franchise Tax audits or assessments that may affect the Tax Liabilities of the Companies for which Seller would be required to indemnify Buyer pursuant to Section 7.8(a). Seller shall not be required to indemnify Buyer for any Tax Liabilities to the extent that Buyer’s failure to notify Seller pursuant to this Section 7.8(f) shall have adversely affected Seller’s rights under this Agreement. Seller shall notify Buyer in writing within 30 days of receipt by Seller or any Affiliate of Seller of notice of any pending or threatened Tax audit, assessment or other proceeding regarding the right, at Companies. Buyer shall not be required to indemnify Seller or any Affiliate of Seller for any Tax Liabilities to the expense of extent that Seller’s failure to notify Buyer pursuant to this Section 7.8(f) shall have adversely affected Buyer’s rights under this Agreement. In the Company Equity Holders (or, in the case event of any Tax Proceeding audit or other claim related administrative or court proceeding relating to Taxes which are indemnified a Pre-Closing Period or a Straddle Period or a taxable year or period that begins after the Closing Date that may be the subject of indemnification pursuant to Section 6.2(h7.8(a), out (i) to the extent the issues can be separated in all material respects (including as to settlements) into those for which Seller would be liable under Section 7.8(a) (and which do not, and could not reasonably be expected to, affect the Tax liability of Buyer or the Additional Escrow AccountCompanies or any of their Affiliates except to the extent Seller is liable for such Tax liability under Section 7.8(a)) and all other issues, then Seller shall control the defense of those issues for which they would be liable, provided that Seller shall keep Buyer reasonably informed with regard to such audit or proceeding, and Buyer shall control the defense of all other issues, employing counsel of their choice, at their own expense and (ii) to the extent the issues cannot be so separated, Buyer shall be entitled to control the defense employing counsel of its choice, provided that (x) Buyer shall use its best efforts to separate the issues in all material respects into those for which Seller would be liable under Section 7.8(a) and all other issues and (y) Seller (along with counsel and other advisors of their choice) shall be entitled to participate at its sole cost and expense in the defense with respect to the issues for which Seller would be liable under Section 7.8(a). From and after the Closing, neither Buyer nor any of its Affiliates (including the Companies) shall agree to settle any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice that may be the subject of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to indemnification by Seller under Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense7.8(a) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateSeller, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. From and after the Closing, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or neither Buyer nor any of its Subsidiaries for a taxable period that includes but does not end Affiliates (including the Companies) shall amend any of the Tax Returns filed on behalf of any of the Companies prior to the Closing Date and which is not otherwise controlled by if such amendment would have the Company Securityholder Representative in accordance with this effect of requiring Seller to indemnify Buyer pursuant to Section 6.2(e), (A7.8(a) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSeller, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative (i) Except as otherwise provided herein, in the case of any audit, examination, or other proceeding of any Sale Entity received by a Party with respect to any Taxes for which the other Party is reasonably expected to be liable pursuant to this Agreement (each, a “Tax Proceeding”), the applicable Party shall inform the other Party in writing of such Tax Proceeding within ten (10) days after the receipt of written notice thereof; provided, that failure of a Party to timely provide the other Party with written notice of such Tax Proceeding shall not reduce such other Party’s obligation to indemnify a Party or its Affiliates hereunder except to the extent that the latter Party is actually and materially prejudiced as a result of such failure to notify. (ii) With respect to a Tax Proceeding for any Pre-Closing Tax Period (other than a Straddle Period), Buyer shall afford Seller, at Seller’s expense, the opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Buyer’s expense, to control any attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Seller or any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Seller elects not to any and all Taxes of control the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status conduct of any such proceedingsTax Proceeding, Buyer shall provide control the Surviving Pubco conduct of such Tax Proceeding at Buyer’s expense, and Seller shall have the right (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Surviving Pubco may reasonably request and participate in such Tax Proceeding. Neither Buyer nor Seller shall reasonably consult with the Surviving Pubco prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior other Party, such consent not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. (iii) With respect to a Tax Proceeding for any Straddle Period, Buyer shall control the conduct of such Tax Proceeding; provided, furtherhowever, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Seller shall have the right, at its own Seller’s expense, to control any other attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Buyer or any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Buyer elects not to Taxes with respect to an Acquired Company; provided, that in control the case conduct of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of Seller shall control the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice conduct of such proceedingTax Proceeding at Seller’s expense, and (B) Buyer shall have the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative right (at the Company Securityholder RepresentativeBuyer’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Company Securityholder Representative may reasonably request, and participate in such Tax Proceeding. Neither Buyer nor Seller shall consult with the Company Securityholder Representative prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Company Securityholder Representative prior other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iv) Notwithstanding any other provision in this Agreement to the settlement contrary, (A) Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company Seller or any of its Subsidiaries in Affiliates (other than the Sale Entities) and (2) any taxable period Seller Consolidated Tax Return, and (or portion thereofB) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Buyer shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of Buyer or any of its Affiliates (other than the Sale Entities) and (2) any 46 Consolidated Tax Return and that includes a Sale Entity, on the one hand, and Buyer or any Affiliate of Buyer (other than another Sale Entity), on the other hand. Buyer shall have no right to attend or participate inin any Tax Proceeding described in Section 5.3(d)(iv)(A), but not direct, the prosecution or defense to receive copies of any correspondence or other information related to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Seller or any of its Affiliates (other than any Sale Entity). Seller shall have no right to attend or participate in any Tax Proceeding controlled by described in Section 5.3(d)(iv)(B), or to receive copies of any correspondence or other information related to any Tax Proceeding to the Surviving Pubco that relates extent such Tax Proceeding, correspondence, or other information includes or pertains to a taxable period that includes but does Buyer or any of its Affiliates (other than any Sale Entity). For the avoidance of doubt and notwithstanding anything herein to the contrary, this Section 5.3(d), and not end on the Closing Date.Section 10.2, shall exclusively govern with respect to any Tax Proceeding. (e)

Tax Proceedings. The Company Securityholder Representative From and after the Closing, Buyer Parent shall have the right, at the expense notify Seller Parent in writing within thirty (30) calendar days of receipt by Buyer or any of its Affiliates (including any member of the Company Equity Holders Transferred Group) of notice, with respect to a Pre-Closing tax Period or a Straddle Period, of (ori) any pending or threatened Tax audits or assessments that may give rise to Liabilities for Taxes and (ii) any Claims that may give rise to amounts, in the each case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h(i) and (ii), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that Sellers could reasonably be expected to indemnify the Buyer Indemnified Parties pursuant to Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to a Seller (a “Tax Contest Claim”), provided that any failure to comply with this provision shall not affect any Buyer Indemnified Party’s right to indemnification hereunder to the extent such failure does not materially prejudice Seller Parent’s ability to defend against such Tax Contest Claim. Sellers shall notify Buyer Parent in writing within thirty (30) days of receipt by any Seller or any Affiliate of any Seller of notice of any pending or threatened Tax audit, assessment or other Proceeding regarding (x) the Acquired Assets (y) any member of the Transferred Group and (z) the Business, provided that any failure to comply with this provision shall not affect any Seller Indemnified Party’s right to indemnification hereunder to the extent such failure does not materially prejudice Buyer Parent’s ability to defend against such audits, assessments, and Claims. Seller Parent shall, at its own cost OC\1994682.10 and expense, control the defense employing counsel of its choice of any Tax Contest Claim to the extent that such Tax Contest Claim would not reasonably be expected to materially adversely affect the Surviving Pubco Tax liability of Buyer Parent or an Acquired Company any of its Affiliates (including any member of the Transferred Group), provided that Seller Parent shall keep Buyer Parent reasonably informed of the progress of any such Tax Contest Claim (and permit Buyer Parent to participate in such Tax Contest Claim at Buyer Parent’s own expense) and shall not agree to any taxable period ending after settlement without receiving the Closing DateBuyer Parent’s prior written consent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided. To the extent a Tax Contest Claim would reasonably be expected to materially adversely affect the Tax liability of Buyer Parent or any of its Affiliates (including any member of the Transferred Group), further, that the Surviving PubcoBuyer Parent shall, at its own cost and expense, shall have control the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any employing counsel of its Subsidiaries for a taxable period choice, provided that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) Buyer Parent shall use its best efforts to separate the Surviving Pubco shall provide issues in all material respects into those for which the Company Securityholder Representative written notice of such proceeding, Sellers would be liable under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller and all other issues and (B) Seller Parent (along with counsel and other advisors of its choice) shall be entitled to participate at their sole cost and expense in the Surviving Pubco shall inform defense with respect to the Company Securityholder Representative issues for which the Sellers would be liable under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller. From and after the Closing, neither Buyer Parent nor any of its Affiliates (including any member of the status Transferred Group) shall agree to settle any Tax Contest Claim that would reasonably be expected to be the subject of any such proceedings, shall provide indemnification by the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may Sellers under Section 12.2 or which would otherwise reasonably request, and shall consult with the Company Securityholder Representative prior be expected to result in material adverse Tax consequences to the settlement of any such proceedings and shall obtain Seller without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Notwithstanding any other provision of this Agreement, the Representative shall have the right, at sole right in its discretion to elect to represent (A) the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes interests of the Company and its Subsidiaries and Arsenal Blocker in any claim, audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax Return filed by the Company or its Subsidiaries or Arsenal Blocker with respect to Pre-Closing Tax Periods (including any settlement or disposition thereof) ("Tax Proceeding"), if Buyer Indemnitees could make a claim against the Indemnification Escrow Amount under this Agreement with respect to such Tax Proceeding and (B) the interests of the Company and its Subsidiaries and its direct and indirect owners in any claim, audit, examination, or administrative or court proceeding relating to any audits or assessments or other disputes regarding any Taxes or any Tax Return filed by the Company or its Subsidiaries with respect to Pre-Closing Tax Periods (including any settlement or disposition thereof) for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(hPass-Through Income Tax Matter (a "PT-Tax Proceeding"); provided, howeverthat Buyer shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the Company Securityholder Representative shall inform counsel employed by the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayedRepresentative; provided, further, that the Surviving Pubco, at its own expense, Representative shall have not consent to the right to participate in, but not direct, the prosecution or defense entry of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiencyjudgment, or other adjustment settle, compromise or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of discharge any such Tax Proceedingclaim, claim for refundaudit, contestexamination, assessment, deficiency or other adjustment administrative or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain court proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period Buyer (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that ) if such action would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company Securityholder Representative, at and its own expense, shall have Subsidiaries' or Arsenal Blocker. After the right to participate in, but not directClosing, the prosecution or defense Company and its Subsidiaries and Buyer shall promptly notify the Representative in writing upon receiving notice from any taxing authority of the commencement of any such Tax Proceeding controlled by or PT-Tax Proceeding, and Buyer shall take all action reasonably necessary (including providing a power of attorney) to enable the Surviving Pubco that relates Representative to a taxable period that includes but does not end on the Closing Dateexercise its control rights as set forth in this Section 8.03.

Tax Proceedings. The Company Securityholder Representative Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company, concerning Taxes of any type, including, but not limited to, income taxes, sales taxes, employment taxes, and property taxes, which may give rise to any liability or obligation of another Party hereto, shall have the right, at the expense promptly notify such other Party within ten (10) Business Days of the Company Equity Holders (or, in the case receipt of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)such notice; provided, however, that a failure to give such notice will not affect any Buyer Indemnified Party’s right to indemnification hereunder except and only to the Company Securityholder Representative shall inform extent that the Surviving Pubco Selling Parties are actually damaged as a result of such failure to give notice. The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Tax audit or proceeding to the settlement extent that such audit or proceeding could affect a liability or obligation of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any other Parties (including indemnity obligations hereunder). Each Party who could be affected by such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, audit shall have the right to participate in, but not direct, in the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representativeaudit. the Surviving Pubco Buyers shall have the right, at its own expense, right to control any other Tax Proceedingsuch audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, litigation or other adjustment proceeding, provided, however, that the Sellers shall have the right at Sellers’ expense to control any audit, litigation or proposed adjustment relating to Taxes other proceeding with respect to an Acquired Company; provided, that in the case of any such Income Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment Return relating to Taxes of the Company or any of its Subsidiaries for a taxable period periods that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, but only if such audit would not result in any adverse tax consequences to the Company or Buyer after Closing. If the Sellers undertake such control, the Sellers shall keep Buyer informed of all developments, and Buyer shall have the right fully to participate in the matter. Except as provided in this Article VIII, the provisions of Article IX addressing handling of claims, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved. No settlement or resolution of an audit shall be entered into by either Party which will affect the other Party’s liability under this Agreement, without the written consent of such other Party, which shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datewithheld.

Tax Proceedings. The Company Securityholder Representative After the Closing Date, Buyer shall have notify the right, at Equityholder within thirty (30) days following the expense of the Company Equity Holders (or, in the case receipt of any Tax Proceeding written notice by Buyer or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)an Affiliate of Buyer (including, out following the Closing, the Company) that involves the assertion of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against or the commencement of any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Proceeding involving Taxes of the Company and its Subsidiaries or in respect of the B&I GPO Business for any Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period). The Equityholder shall have the right to control (at its sole cost and expense) any Tax Proceeding that relates solely to a taxable period of the Company or in respect of the B&I GPO Business ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h(each, a “Pre-Closing Tax Proceeding”); provided, howeverthat (i) Buyer shall have the right (at its sole cost and expense) to participate fully in any Pre-Closing Tax Proceeding, (ii) the Company Securityholder Representative Equityholder shall inform the Surviving Pubco of keep Buyer reasonably informed regarding the status of any Pre-Closing Tax Proceeding, (iii) the Equityholder shall control such proceedingsPre-Closing Tax Proceeding in good faith, and (iv) the Equityholder shall provide not settle or resolve a Pre-Closing Tax Proceeding that relates to a Pre-Closing Tax Period if such settlement or resolution would reasonably be expected to increase the Surviving Pubco Tax Liability of Buyer or any of its Affiliates (at including after the Surviving Pubco’s cost and expenseClosing, the Company) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, . Buyer shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Proceeding involving Taxes of the Company or in respect of the B&I GPO Business for any of Straddle Period (“Straddle Period Tax Proceeding”); provided, that (i) Equityholder shall have the right (at its Subsidiaries for a taxable period that includes but does not end on the Closing Date sole cost and which is not otherwise controlled by the Company Securityholder Representative expense) to participate fully in accordance with this Section 6.2(e)any Straddle Period Tax Proceeding, (Aii) the Surviving Pubco Buyer shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of keep Equityholder reasonably informed regarding the status of any Straddle Period Tax Proceeding, (iii) the Buyer shall control such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably requestStraddle Period Tax Proceeding in good faith, and (iv) the Buyer shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain not settle or resolve a Straddle Period Tax Proceeding without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateEquityholder, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative shall have Following the right, at the expense of the Company Equity Holders (orClosing, in the case of event that any Tax Proceeding refunds or other claim amounts are received by any of the JV Entities, Purchasers or their respective affiliates from tax authorities that are related to Taxes which are indemnified pursuant to Section 6.2(h)(a) the pending tax proceedings set forth on Schedule 2.5 or (b) any other audit, out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refundexamination, contest, resolve and defend litigation or other proceeding by or against any assessment, notice of deficiency, or other adjustment or proposed adjustment tax authority relating to any and all Taxes of real or personal property taxes imposed with respect to the Company and its Subsidiaries JV Entities or the Facilities for any taxable period ending on or before prior to the Closing Date or (for the avoidance of doubt, not including any such proceeding relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, taxes arising from the Company Securityholder Representative shall inform the Surviving Pubco consummation of the status transactions contemplated by this Agreement or any other transaction occurring outside the ordinary course of business), Purchasers shall pay (or cause to be paid to) to Sellers, as a purchase price adjustment, fifty-one percent (51%) of such amounts received, by wire transfer or delivery of other immediately available funds, within ten (10) business days after any of the JV Entities, Purchasers or their respective affiliates receives such amounts, less reasonable out of pocket collection costs incurred by any of the JV Entities, Purchasers or their respective affiliates in connection therewith. Similarly, in the event that any additional amount of real or personal property taxes (inclusive of penalties and interest but excluding for the avoidance of doubt such proceeding relating to taxes arising from the consummation of the transactions contemplated by this Agreement or any other transaction occurring outside the ordinary course of business) is assessed against or required to be paid by any of the JV Entities, Purchasers or their respective affiliates with respect to any tax proceeding described in the preceding sentence, Sellers shall pay (or cause to be paid to) to Purchasers, as a purchase price adjustment, fifty-one percent (51%) of such amount due, by wire transfer or delivery of other immediately available funds, within ten (10) business days after the final determination by the applicable tax authority of such amount. Purchasers shall keep Sellers informed of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such tax proceedings and shall obtain not without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such tax proceeding, or agree to any of the Surviving Pubco prior foregoing. Notwithstanding anything to the settlement of contrary in this Agreement, any such proceedings that could reasonably be expected adjustments made pursuant to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent this Section 2.5 shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense duplicative of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, adjustments made pursuant to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date3.4.

Tax Proceedings. The Company Securityholder Representative (i) Except as otherwise provided herein, in the case of any audit, examination, or other proceeding of any Sale Entity received by a Party with respect to any Taxes for which the other Party is reasonably expected to be liable pursuant to this Agreement (each, a “Tax Proceeding”), the applicable Party shall inform the other Party in writing of such Tax Proceeding within ten (10) days after the receipt of written notice thereof; provided, that failure of a Party to timely provide the other Party with written notice of such Tax Proceeding shall not reduce such other Party’s obligation to indemnify a Party or its Affiliates hereunder except to the extent that the latter Party is actually and materially prejudiced as a result of such failure to notify. (ii) With respect to a Tax Proceeding for any Pre-Closing Tax Period (other than a Straddle Period), Buyer shall afford Seller, at Seller’s expense, the opportunity to control the conduct of such Tax Proceeding; provided, however, that Buyer shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Buyer’s expense, to control any attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Seller or any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Seller elects not to any and all Taxes of control the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status conduct of any such proceedingsTax Proceeding, Buyer shall provide control the Surviving Pubco conduct of such Tax Proceeding at Buyer’s expense, and Seller shall have the right (at the Surviving PubcoSeller’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Surviving Pubco may reasonably request and participate in such Tax Proceeding. Neither Buyer nor Seller shall reasonably consult with the Surviving Pubco prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior other Party, such consent not to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld, conditioned, withheld or delayed. (iii) With respect to a Tax Proceeding for any Straddle Period, Buyer shall control the conduct of such Tax Proceeding; provided, furtherhowever, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco Seller shall have the right, at its own Seller’s expense, to control any other attend and participate in such Tax Proceeding, initiate but only to the extent such Tax Proceeding pertains to a Sale Entity and does not involve Buyer or any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating its Affiliates. If Buyer elects not to Taxes with respect to an Acquired Company; provided, that in control the case conduct of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of Seller shall control the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice conduct of such proceedingTax Proceeding at Seller’s expense, and (B) Buyer shall have the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative right (at the Company Securityholder RepresentativeBuyer’s cost and expense) with copies of any pleadings, correspondence to attend and other documents as the Company Securityholder Representative may reasonably request, and participate in such Tax Proceeding. Neither Buyer nor Seller shall consult with the Company Securityholder Representative prior to the settlement of any settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Company Securityholder Representative prior other Party, such consent not to be unreasonably withheld, conditioned, or delayed. (iv) Notwithstanding any other provision in this Agreement to the settlement contrary, (A) Seller shall have the sole right to control, settle, and compromise all Tax Proceedings related to (1) any Tax Return of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company Seller or any of its Subsidiaries in Affiliates (other than the Sale Entities) and (2) any taxable period Seller Consolidated Tax Return, and (or portion thereofB) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, Buyer shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.the

Tax Proceedings. The With respect to any Taxes of or relating to any Assets of any member of the Company Securityholder Representative Group, Seller shall have the right, at its sole cost and expense, to control (in the expense case of a Pre-Closing Tax Period) or participate in (in the Company Equity Holders case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving such Tax (ora “Tax Proceeding”); provided, however, that, in the case of any Tax Proceeding or other claim related with respect to Taxes a Pre-Closing Tax Period which are indemnified pursuant Seller elects to Section 6.2(h)control, out of the Additional Escrow Account), Seller will (A) provide to control any Buyer all information reasonably requested by Buyer regarding such Tax Proceeding, initiate any claim for refund(B) permit Buyer to evaluate and comment on such Tax Proceeding at Buyer’s expense, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any (C) reasonably and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of in good faith consider any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies comments of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refundBuyer, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that (ii) in the case of any Tax Proceeding with respect to a Straddle Period, Buyer will control such Tax Proceeding and (A) provide to Seller all information reasonably requested by Seller regarding such Tax Proceeding, claim for refund(B) permit Seller to evaluate and comment on such Tax Proceeding at Seller’s expense, contestand (C) reasonably and in good faith consider any such comments of Seller; provided further, assessmentthat Buyer will not agree to any settlement that would materially and disproportionately affect Seller without its written consent. Each of Buyer, deficiency on the one hand, and Seller, on the other hand, shall (or other adjustment or proposed adjustment relating to Taxes shall cause the applicable member of the Company or any Group to) give written notice to the other of its Subsidiaries receipt of any notice of any audit, examination, claim or assessment for a taxable any Tax for which the other is responsible within ten (10) calendar days after its receipt of such notice; failure to give any such written notice within such ten (10) calendar day period shall limit the other Party’s indemnification obligation pursuant to this Agreement only to the extent such Party is actually materially prejudiced by such failure. Notwithstanding anything in this Agreement to the contrary, to the extent that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e)6.5(f) conflicts with any provision of Section 9.6, (Athis Section 6.5(f) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) control with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior respect to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DateProceedings.

Tax Proceedings. If a notice of an audit, action, suit, investigation, litigation, dispute, claim, examination, deficiency, assessment or other similar proceeding with a Taxing Authority (a “Tax Proceeding”) with respect to a taxable period of the Company Group ending on or before the Closing Date (but not including any Tax Proceeding with respect to any Straddle Period) (a “Pre-Closing Tax Proceeding”) is received by Purchaser or any of its Affiliates, Purchaser shall give the Sellers’ Representative written notice of such Pre-Closing Tax Proceeding within twenty (20) days of receipt of such notice. The Company Securityholder failure to give such notice shall not affect the indemnification obligations provided under this Section 11.04 except to the extent the indemnifying party has been materially prejudiced as a result of such failure. The Sellers’ Representative shall have the right, at the sole expense of the Company Equity Holders Sellers, to elect, within twenty (or, in the case 20) days of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)receiving notice from Purchaser, to control any Pre-Closing Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Seller Representative shall reasonably inform the Surviving Pubco Purchaser of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) Purchaser with copies of any pleadings, correspondence correspondence, and other documents as the Surviving Pubco Purchaser may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings Purchaser and shall obtain the prior written consent of the Surviving Pubco Purchaser prior to the settlement or compromise of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Dateproceedings, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco. Purchaser, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Pre-Closing Tax Proceedings Proceeding controlled by the Company Securityholder Sellers’ Representative. The rights of the Surviving Pubco Sellers and the Sellers’ Representative with respect to any Tax Proceeding shall be subject to any rights of the insurer with respect to such Tax Proceeding pursuant to the Rep and Warranty Policy, unless the Seller Representative agrees that the Sellers will be fully liable for any Losses resulting from such Tax Proceeding, notwithstanding any portion of this Section 11.04 to the contrary. Purchaser shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Proceedings with respect to the Company Group. To the extent that the Sellers would reasonably be expected to have an Acquired Company; provided, that in the case of indemnification obligation under this Section 11.04 with respect to any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco Purchaser shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall reasonably inform the Company Securityholder Sellers’ Representative of the status of any such proceedings, proceedings and shall provide the Company Securityholder Sellers’ Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence correspondence, and other documents as the Company Securityholder Representative Purchaser may reasonably request, request and shall consult with not settle or compromise such Tax Proceeding without the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateSellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Notwithstanding any other provision of this Agreement, the Representative shall have the right, at sole right in its discretion to elect to represent the expense interests of the Company Equity Holders (orGroup Companies and, in the case of each case, their direct and indirect owners in any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)claim, out of the Additional Escrow Account)audit, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyexamination, or other adjustment administrative or proposed adjustment court proceeding relating to any and all audits or assessments or other disputes (including any settlement or disposition thereof) regarding any Taxes of or any Tax Return filed by the Company and its Subsidiaries Group Companies with respect to Pre-Closing Tax Periods for any taxable period Pass-Through Income Tax Matter (a "PT-Tax Proceeding") ending on or before the Closing Date or relating to Taxes for which are indemnified any Designated Unitholder could be liable pursuant to Section 6.2(h2.09(c); provided that Buyer shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Representative; provided, howeverfurther, that (x) the Company Securityholder Representative shall inform not consent to the Surviving Pubco entry of any judgment, or settle, compromise or discharge any such claim, audit, examination, or administrative or court proceeding without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed) if such action would have the effect of increasing the present or future Tax Liability of the status Company, and (y) a "push out" election shall be made under Section 6226 of the Code and the applicable regulations promulgated thereunder to the extent permitted with respect to a PT-Tax Proceeding. The Representative and Buyer shall jointly control any PT-Tax Proceeding with respect to any Straddle Period; provided, that (x) neither the Representative nor Buyer shall consent to the entry of any such proceedingsjudgment, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadingsor settle, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of compromise or discharge any such proceedings and shall obtain claim, audit, examination, or administrative or court proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, other party (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided), further, that and (y) a "push out" election shall be made under Section 6226 of the Surviving Pubco, at its own expense, shall have Code and the right applicable regulations promulgated thereunder to participate in, but not directthe extent permitted with respect to a PT-Tax Proceeding. After the Closing, the prosecution or defense Company and Buyer shall promptly notify the Representative, as applicable, in writing upon receiving notice from any Taxing Authority of the commencement of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other PT-Tax Proceeding, initiate any other claim for refundand Buyer shall take all action reasonably necessary (including providing a power of attorney) to enable the Representative, and contestas applicable, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that exercise its control rights as set forth in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date9.03.

Tax Proceedings. 66 (a) The Company Securityholder Representative Buyer shall have promptly notify the rightSeller in writing upon receipt by the Buyer or any of its Affiliates (including, at following the expense Closing and for the avoidance of the Company Equity Holders (ordoubt, in the case any Transferred Entity) of any communication from a Tax Proceeding Authority concerning any pending or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)threatened audit, out of the Additional Escrow Account)claim, to control any demand or administrative or judicial proceeding (a “Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or Claim”) relating to Taxes which that are indemnified pursuant Excluded Liabilities or Covered Taxes or that could otherwise reasonably be expected to Section 6.2(h)affect the Tax liabilities of the Seller or any of its Affiliates with respect to any Pre- Closing Tax Period, and to the extent known, describing in reasonable detail the facts and circumstances with respect to the subject matter of such Tax Claim; provided, however, that the Company Securityholder Representative shall inform the Surviving Pubco failure of the status Buyer to provide such notice shall not release the Seller from any of its obligations under this Agreement except to the extent the Seller is actually prejudiced by such failure. (b) The Seller shall have the exclusive right to control any Tax Claim to the extent that any such proceedingsTax Claim relates to Taxes that are Excluded Liabilities or Covered Taxes; provided, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadingshowever, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of that in any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings Tax Claim that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes liabilities of the Company Buyer or any of its Subsidiaries for a taxable period that includes but does not end on Affiliates (i) the Closing Date Buyer shall be entitled to participate, at the sole cost and which is not otherwise controlled by expense of the Company Securityholder Representative in accordance with this Section 6.2(e)Buyer, (Aii) the Surviving Pubco shall provide Seller will keep the Company Securityholder Representative written notice Buyer reasonably informed of all material developments in any such proceedingTax Claim, and (Biii) the Surviving Pubco Seller will not settle any such Tax Claim without the Buyer’s consent, not to be unreasonably withheld, conditioned or delayed. Buyer shall inform have the Company Securityholder Representative exclusive right to control any Tax Claim other than those described above. To the extent that any Tax Claim could affect the Tax liabilities of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company Seller or any of its Subsidiaries in Affiliates with respect to any taxable period (or portion thereof) ending on or before Pre-Closing Tax Period, neither the Closing DateBuyer nor any of its Affiliates shall settle such Tax Claim without the Seller’s consent, which consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date. Section 10.06.

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account)Holders, to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h)Date; provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the The Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder Representative shall have In the rightevent Buyer or any of its Affiliates, at including the expense Acquired Companies, receives any oral or written communication regarding any pending or threatened examination, claim, adjustment or other proceeding with respect to the liability of any of the Company Equity Holders Acquired Companies for Taxes for any period for which Seller is or may be liable under Section 13.b.i., Buyer will within ten (or10) days notify Seller in writing thereof. As to any such Taxes for which Seller is or may be liable under Section 13.b.i., Seller will be entitled to control, or settle the contest of, such examination, claim, adjustment or Proceeding. Buyer and its Affiliates, including the Acquired Companies, will cooperate fully with Seller in the case of handling any such Tax Proceeding audit, or administrative Tax proceeding, or other claim related Tax Proceeding. Buyer -68- 74 will provide, or cause to Taxes which are indemnified pursuant be provided to Section 6.2(h)Seller or its designee, out necessary authorizations, including powers of the Additional Escrow Account)attorney, to control any proceedings which Seller is entitled to control pursuant to this Section 13.e. In addition, regardless of which party is responsible for the payment of the Tax, no Tax Proceedingaudit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyadministrative Tax proceeding, or other adjustment or proposed adjustment relating to Tax Proceeding which may affect a Return of any and all Taxes member of the Company and its Subsidiaries AMR Group, including any of the Acquired Companies, for any taxable period ending on Pre-Closing Period will be concluded by Buyer or before any of its Affiliates, including the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); providedAcquired Companies, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Surviving Pubco prior to the settlement Seller's Parent, which consent will not be unreasonably withheld. No Tax audit, administrative Tax proceeding or other Tax proceeding which may affect a Return of Buyer, any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in or any taxable group that includes Buyer or any Acquired Company for any period ending that includes any day after the Closing DateDate will be concluded by Seller or any Affiliate thereof without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datewithheld.

Tax Proceedings. The Company Securityholder Representative If any third party shall notify any Person entitled to indemnification under Section 9 (the "Tax Indemnified Party") of any Tax audit or proceeding, proposed Tax assessment or other Tax matter (a "Tax Proceeding") which may give rise to claim for indemnification against any other Party (the "Tax Indemnifying Party") under Section 9, then the Tax Indemnified Party shall promptly (and in any event with fifteen business days after receiving notice of the Tax Proceeding, with an expedited time frame where necessary to comply with governmental deadlines in connection with such Tax Proceeding) notify the Tax Indemnifying Party thereof in writing; provided, however, that failure to timely give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Any such notice shall describe in reasonable detail the righttype of Tax involved in the Tax Proceeding, the tax year(s) at issue and the expense basis for the Tax Claim against the Tax Indemnifying Party, and shall include a copy of any materials received from the Company Equity Holders (or, applicable Taxing Authority in connection therewith. In the case of any Tax Proceeding or other claim related that is subject to Taxes which are indemnified pursuant to this Section 6.2(h9(c), out the Controlling Party shall be entitled to appoint as lead counsel any legal counsel of its choice and shall control the conduct of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in In the case of any such Tax Proceeding that is subject to this Section 9(c), the Controlling Party shall provide the Noncontrolling Party with a timely and reasonable detailed account of each stage of the Tax Proceeding and a copy of the portions of all documents relating to the Tax Proceeding that are relevant to any Tax for which the Noncontrolling Party may be required to indemnify or may otherwise be liable, (ii) the Controlling party shall consult with the Noncontrolling Party before taking any significant action in connection with the Tax Proceeding that might adversely affect the Noncontrolling Party, (iii) the Controlling Party shall consult with the Noncontrolling Party and offer the Noncontrolling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with the Tax Proceeding (including, to the extent practicable, any documents furnished to the applicable Taxing Authority in connection with any discovery request) to the extent such materials concern matters in the Tax Proceeding that could adversely affect the Noncontrolling Party, (v) the Noncontrolling Party shall reasonably facilitate to the extent requested by the Controlling Party, and shall not impede, the Tax Proceeding, claim for refundand (vi) except in the case of a Tax Proceeding with respect to a consolidated, contestcombined, assessment, deficiency unitary or other adjustment or proposed adjustment relating to Taxes group Tax Return of the Company Seller or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending ends on or before the Closing DateDate (other than such a Tax Return that includes solely Buyer or any of its Subsidiaries), the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably reasonably withheld, delayed or conditioned, withheld of the Noncontrolling Party if such settlement, compromise or delayed; providedabandonment would have an unindemnified materially adverse impact on the Noncontrolling Party. If the Noncontrolling Party reasonably withholds such consent pursuant to the preceding clause (vi) the parties shall negotiate in good faith to resolve their differences and, further, that the Company Securityholder Representative, at its own expensefailing that, shall have submit the right matter to participate inbinding arbitration with a mutually acceptable arbitrator (with expedited time frames where necessary to comply with governmental deadlines in connection with such audit or proceeding) to resolve the parties' dispute in connection with the Tax Proceeding. "Controlling Party" means Seller and "Noncontrolling Party" shall mean Buyer, but not direct, the prosecution or defense of except with respect to any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on of Buyer or taxable period of the Target Company beginning after the Closing Date, in which case the Controlling Party shall mean Buyer and the Noncontrolling Party shall mean Seller. Notwithstanding any other provision of this Agreement, neither Buyer, any affiliate of Buyer, nor any other person shall have any right to receive or obtain any information relating to, or have any rights with respect to, any consolidated, combined, unitary or group Taxes or Tax Returns of Seller or any of its Subsidiaries other than information and rights relating solely to items of the Target Company. Furthermore, any rights of Buyer with respect to any consolidated, combined, unitary or group Taxes or Tax Returns of Seller or any of its Subsidiaries shall apply only to the extent that Buyer might be adversely affected, it being understood that any claim or issue that would increase Tax for which Seller is responsible and liable hereunder and decrease Tax for which Buyer is responsible and liable hereunder would not adversely affect Buyer.

Tax Proceedings. The Company Securityholder Representative EQT shall have the rightnotify PNG regarding, at the expense of the Company Equity Holders and within twenty (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however20) days after, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled receipt by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company EQT or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), Affiliates (Aincluding Xxxxx Mountain) the Surviving Pubco shall provide the Company Securityholder Representative written of notice of such proceedingany inquiries, and claims, assessments, audits or similar events (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense“Tax Proceedings”) with copies respect to Taxes of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult or with the Company Securityholder Representative prior respect to Xxxxx Mountain or with respect to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior Assets to the settlement of any such proceedings that could reasonably be expected extent relating to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable year or period (or portion thereof) ending on or before the Closing Date, which consent . PNG shall not be unreasonably conditioned, withheld or delayedcontrol the resolution of any such Tax Proceeding; provided, further, provided that the Company Securityholder Representative, at its own expense, (i) EQT shall have the right to participate in, but not direct, the prosecution or defense of at its sole cost and expense in any such Tax Proceeding controlled by with respect to any item in dispute in such Tax Proceeding, and PNG shall consider in good faith all reasonable comments received from EQT with respect to any such item, that could materially impact taxable periods ending on or after the Surviving Pubco Closing Date and (ii) PNG shall not settle or compromise any such Tax Proceeding with respect to any such item without EQT’s prior written consent (which shall not be unreasonably withheld, delayed, or conditioned). EQT shall control the resolution of any other Tax Proceeding with respect to Taxes of Xxxxx Mountain or with respect to Xxxxx Mountain or the Assets; provided that (i) PNG shall have the right to participate at its sole cost and expense in any such Tax Proceeding relating to any taxable year or period that begins before and ends on or after the Closing Date and EQT shall consider in good faith all reasonable comments received from PNG in connection with any such Tax Proceeding that relates to a taxable the period that includes but does not end on (or portion thereof) ending prior to the Closing Date, and (ii) EQT shall not settle or compromise any such Tax Proceeding with respect to any such period (or portion thereof) without PNG’s prior written consent (which shall not be unreasonably withheld, delayed, or conditioned).

Tax Proceedings. The Any Party who receives any notice of a pending or threatened Tax audit, assessment or adjustment against or with respect to the Company Securityholder Representative which may give rise to Liability of another Party hereto, shall have the right, at the expense promptly notify such other Party within ten (10) business days of the Company Equity Holders (or, in receipt of such notice. The Parties each agree to consult with and to keep the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending Parties hereto informed on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of a regular basis regarding the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior Tax audit or proceeding to the settlement extent that such audit or proceeding could affect a Liability of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, other Parties (including indemnity obligations hereunder). The Stockholder Representative shall have the right to participate in, but not direct, the prosecution or defense of control any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the rightaudit or administrative or judicial proceeding and to employ counsel of its choice, but reasonably satisfactory to Parent, at its own the Stockholders’ expense, but only to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, the extent such audit or other adjustment or proposed adjustment relating proceeding pertains to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) periods ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, . Parent shall have the right to participate inin such proceeding at its own expense, but not direct, and shall be entitled to control the prosecution or defense disposition of any issue involved in such proceeding which does not effect a potential liability of the Stockholders. Parent and the Stockholders (through the Stockholder Representative) shall be entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.6, neither the Stockholders nor the Stockholder Representative shall, without Parent’s consent (which consent shall not be unreasonably withheld or delayed), agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax Liability of Parent, any Affiliate of Parent or (with respect to any taxable period (or any portion thereof) beginning after the Closing Date) the Company or any Subsidiary. If Parent agrees to any settlement with respect to any Tax without the consent of the Stockholder Representative, such settlement shall not be conclusive evidence of the amount of Damages incurred by Parent with respect to such Tax. Except as provided in this Section 6.6, the provisions of Article IX, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved.

Tax Proceedings. Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the Company which may give rise to liability of another party hereto, shall promptly notify such other party within ten (10) Business Days of the receipt of such notice. The Company Securityholder parties each agree to consult with and to keep each other informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other parties (including indemnity obligations hereunder). The Stockholder Representative shall have the rightright to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, but reasonably satisfactory to Parent, at its expense, but only to the expense of the Company Equity Holders (or, in the case of any Tax Proceeding extent such audit or other claim related proceeding pertains to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period periods ending on or before the Closing Date or relating and for which the Stockholders are required to Taxes which are indemnified indemnify pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, Article 6. Parent shall have the right to participate in, but not direct, the prosecution or defense of any in such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, proceeding at its own expense, and shall be entitled to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case disposition of any issue involved in such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes proceeding which does not affect a potential liability of the Company or any Stockholders. Parent and the Stockholders shall be entitled to represent their own interests in light of its Subsidiaries their responsibilities (including indemnity obligations) for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder RepresentativeTaxes, at its their own expense, shall have the right to participate in, but not direct, the prosecution in any audit or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 4.13(g), (1) the Stockholders shall not, without Parent’s consent (which will not be unreasonably withheld or delayed), agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax liability of Parent or (with respect to any taxable period (or portion thereof) beginning after the Closing Date or for which the Stockholders are otherwise not required to indemnify pursuant to Article 6) the Company and (2) Parent shall not, without the Stockholder Representative’s consent (which will not be unreasonably withheld or delayed), agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax liability of the Stockholders or (with respect to any taxable period (or portion thereof) prior to the Closing Date for which the Stockholders are required to indemnify pursuant to Article 6) the Company. Except as provided in this Section 4.13(g), the provisions of Section 6.4 including the provisions therein addressing settlement authority, shall govern the manner in which any Tax audits or administrative or judicial proceedings relating to Taxes are resolved.

Tax Proceedings. The Company Securityholder Representative From and after the Closing, Buyer shall have promptly notify Vendor in writing of receipt by Buyer or any of its Affiliates (including, from and after the rightClosing, at the expense Conveyed Entities) of notice of any pending or threatened Tax Proceeding that would reasonably be expected to affect the Tax Liabilities of the Company Equity Holders Conveyed Entities for which Vendor would be required to indemnify Buyer pursuant to Section 11.3(a). Buyer’s failure to notify Vendor pursuant to this Section 11.3(g) will not affect Vendor’s obligation to indemnify Buyer pursuant to Section 11.3(a) except and only to the extent that Vendor was prejudiced as a result of such failure. Vendor shall notify Buyer in writing within thirty (or, in 30) days of receipt by Vendor or any of its Affiliates of notice of any pending or threatened Tax Proceeding regarding the case Conveyed Entities or the Conveyed Entity Assets. In the event of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to a Pre-Closing Period or a Straddle Period: (i) to the extent the issues can be separated in all material respects (including as to settlements) into those for which Vendor would be liable under Section 11.3(a) (and which do not, and could not reasonably be expected to, affect the Tax Liability of Buyer or the Conveyed Entities or any of their Affiliates except to the extent Vendor is liable for such Tax Liability under Section 11.3(a)) and all Taxes other issues, then Vendor shall control the defense of the Company and those issues for which it would be liable at its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); own expense, provided, however, the Company Securityholder Representative that (A) Vendor shall inform the Surviving Pubco of the status of any keep Buyer reasonably informed with regard to such proceedings, Tax Proceeding and (B) Vendor shall provide the Surviving Pubco not (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any cause its Affiliates not to) settle or compromise such proceedings and shall obtain Tax Proceeding without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateBuyer, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, furtherand Buyer shall control the defense of all other issues, that the Surviving Pubcoemploying counsel of their choice, at its own expense; and (ii) to the extent the issues cannot be so separated, Buyer shall have be entitled to control the right defense employing counsel of its choice, provided that (A) Buyer shall use its best efforts to separate the issues in all material respects into those for which Vendor would be liable under Section 11.3(a) and all other issues, (B) Vendor (along with counsel and other advisors of its choice) shall be entitled to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, sole cost and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes expense in the defense with respect to an Acquired Company; providedthe issues for which Vendor would be liable under Section 11.3(a), that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or and (C) neither Buyer nor any of its Subsidiaries for a taxable period Affiliates (including, from and after the Closing, the Conveyed Entities) shall agree to settle any Tax Proceeding that includes but does not end on may be the Closing Date and which is not otherwise controlled subject of indemnification by the Company Securityholder Representative in accordance with this Vendor under Section 6.2(e), (A11.3(a) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateVendor, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

Tax Proceedings. The Company Securityholder If a claim shall be made by any Governmental Authority in respect of a Flow-Through Tax Return of any of the Target Companies (or any of their Subsidiaries) for a Pre-Closing Tax Period or Straddle Period, Buyer shall promptly and in any event no more than ten (10) days following Buyer’s receipt of such claim, give written notice to the Sellers’ Representative of such claim. With respect to any such Tax claim relating to a Pre-Closing Tax Period relating to Voyage Holdings and/or its Subsidiaries, (x) other than in the case of a Straddle Period, the Sellers’ Representative shall have the right, right to control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any accounting firm) at the Sellers’ expense of (with the Company Equity Holders cost allocable to each Quest Seller based on such Seller’s Percentage Allocation), and (or, y) in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h)a Straddle Period, out of Buyer shall have the Additional Escrow Account), right to control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any Tax Proceedingaccounting firm) at the Buyer’s expense, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, howeverin each case, that (i) the Company Securityholder Representative Party controlling the conduct of such Tax claim shall inform keep the Surviving Pubco non-controlling Party informed regarding the progress and substantive aspects of such Tax claim, (ii) the status of any such proceedings, controlling Party shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) non-controlling Party with copies of any pleadings, all written correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior a Governmental Authority relating to the settlement of any proceedings, (iii) the non-controlling Party may participate in such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, (including through its own counsel) at its own expense, (iv) no Tax claim may be settled without the written consent of the non-controlling Party if such compromise and settlement would adversely affect the non-controlling Party, such consent not to be unreasonably withheld, conditioned or delayed, (v) the Parties shall have cause to be made a “push out” election under Section 6226 of the right to participate in, but not direct, the prosecution Code (and any corresponding election available under applicable state or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes local Law) with respect to an Acquired Company; provided, that in any imputed underpayment of or with respect to such Tax claim. The Sellers’ Representative or Buyer shall promptly notify the case other Party if it decides to control the defense or settlement of any such Tax Proceeding, claim for refunda Pre-Closing Tax Period which it is entitled to control pursuant to this Agreement. Buyer, contestthe Sellers, assessment, deficiency or the Target Companies and each of their respective Affiliates shall reasonably cooperate with each other adjustment or proposed adjustment relating to Taxes of the Company or in contesting any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative applicable Tax claim in accordance with this Section 6.2(e), (A8.09(e) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with keep each other reasonably informed concerning the Company Securityholder Representative prior progress of proceedings related to Tax claims for Pre-Closing Tax Periods and Straddle Periods. To the settlement of extent that there is any such proceedings inconsistency between Section 11.06 (Procedures for Third-Party Claims) and shall obtain the prior written consent of the Company Securityholder Representative prior this Section 8.09(e) as it relates to the settlement of any such proceedings that could reasonably be expected matters relating to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not directTaxes, the prosecution or defense provisions of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datethis Section 8.09(e) shall govern.

Tax Proceedings. The Company Securityholder Representative shall have the rightIf an audit, at the expense of the Company Equity Holders (or, in the case of investigation or similar proceeding with respect to any Tax Proceeding or other claim matter related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyCompanies shall be commenced, or other adjustment or proposed adjustment relating a claim shall be made, by any governmental authority, with respect to any and all Taxes of the Company and its Subsidiaries for (i) any taxable period ending on or before the Closing Date or any taxable period beginning on or before and ending after the Closing Date or (ii) Taxes for which Indemnifying Shareholders may be liable pursuant to this Agreement, then Buyer shall, or shall cause the Companies to, promptly notify Shareholder Representative in writing of such audit, investigation or similar proceeding or claim (a “Tax Proceeding”), provided that the failure to provide such notice shall not release the Buyer Indemnified Parties’ right to indemnification except to the extent that the Indemnifying Shareholders are materially prejudiced by such failure. The Indemnifying Shareholders shall have the primary right, at their sole expense, to contest any Tax Proceeding relating to (i) a taxable period ending on or before the Closing Date or any taxable period beginning on or before and ending after the Closing Date or (ii) Taxes for which are indemnified Indemnifying Shareholders may be liable pursuant to Section 6.2(hthis Agreement; and Buyer shall have the primary right to contest all other such Tax Proceedings (the party controlling such Tax Proceeding hereinafter referred to as the “Controlling Party”). The Controlling Party shall have discretion and authority to pay, settle or compromise any such Tax Proceeding (including selection of counsel, the pursuit or waiver of any administrative proceeding or the right to pay the Tax and xxx for a refund or contest the Tax Proceeding in any permissible manner); provided, however, that (i) Buyer or Indemnifying Shareholders, as applicable (the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings“Non-Controlling Party”) (or their advisors or representatives), shall provide the Surviving Pubco (may fully participate at the Surviving PubcoNon-Controlling Party’s cost expense in the Tax Proceeding and expense(ii) with copies of the Controlling Party shall not settle any pleadings, correspondence Tax Proceeding in a manner that would materially and other documents as adversely affect the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain Non-Controlling Party without the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateNon-Controlling Party, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that . The Controlling Party shall keep the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes Non-Controlling Party timely informed with respect to an Acquired Company; providedthe commencement, that in the case status and nature of any Tax Proceeding. Upon the conclusion of any Tax Proceeding in accordance with the foregoing, whether by way of settlement or otherwise, Buyer shall cause the Companies to execute any and all agreements, instruments or other documents that are necessary or appropriate to conclude such Tax Proceeding, claim for refund, contest, assessment, deficiency . The Controlling Party shall take any necessary measures to prevent that any debts discussed in the Tax Proceedings prevent the Indemnified Party from obtaining clearance certificates (or other adjustment or proposed adjustment relating positive certificates equivalent to Taxes clearance) during the course of the Company or any of its Subsidiaries for a taxable period that includes but does not end on Tax Proceedings. To the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with extent this Section 6.2(e)11.6.5 conflicts with any other Section of this Agreement, (A) the Surviving Pubco this Section 11.6.5 shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Datecontrol.

Tax Proceedings. (i) The Company Securityholder Representative Selling Stockholders shall have the rightright to control and to represent ExRes and the Significant Subsidiaries and the Excluded Entities, through counsel of their own choosing, and at the expense of the Company Equity Holders (ortheir own expense, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control extent that any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiencyBuyer Indemnitee is, or other adjustment may be, entitled to indemnification under Section 5.8(g) or proposed adjustment relating to the extent the Selling Stockholders are entitled to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to refund under Section 6.2(h5.8(f); provided, however, that: (A) Buyer shall have the Company Securityholder Representative shall inform the Surviving Pubco right to participate through counsel of the status of its own choosing and at its own expense in any such proceedingsTax Proceeding; (B) neither Buyer nor any of its Affiliates shall be entitled in any way to compromise, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expenserelease, waive, settle, modify or pay any claim with respect to Taxes for which any Buyer Indemnitee is or may be entitled to indemnification under Section 5.8(g) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the without prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateSelling Stockholders, which consent shall not be unreasonably conditioned, withheld or delayed; providedand (C) neither the Selling Stockholders nor any of their respective Affiliates shall be entitled in any way to compromise, furtherrelease, that the Surviving Pubcowaive, at its own expensesettle, shall have the right to participate in, but not direct, the prosecution modify or defense of pay any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; providedTaxes for which Buyer is, that in the case of any such Tax Proceedingor may be, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating entitled to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this indemnification under Section 6.2(e), (A5.8(g) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain without the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing DateBuyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, furtherbut only to the extent that any such compromise, that release waiver, settlement, modification or payment may adversely impact Buyer, ExRes, the Company Securityholder RepresentativeSignificant Subsidiaries or the Excluded Entities (but, at its own expensewith respect to the Excluded Entities, only to the extent Buyer is obligated to share in the Shared Indemnity Amount under Section 7.5(a)) for any Post-Closing Tax Period. Except to the extent provided in the preceding sentence, Buyer shall have the exclusive right to participate incontrol, but not direct, and to represent the prosecution or defense interest of ExRes and the Significant Subsidiaries for any such Post-Closing Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing DatePeriod.

Tax Proceedings. The This Section 6.10(g) (and not Section 9.4) shall apply to any Third Party Claim relating to Tax Proceedings (as defined below). After the Closing, Parent shall promptly notify the Stockholders’ Representative in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for payment of indemnification for Taxes by the Company Securityholder Stockholders under this Agreement (“Tax Proceeding”), provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Company Stockholders have been actually prejudiced as a result of such failure. Such notice shall contain factual information describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax liability. Parent shall have the right to control the conduct of such Tax Proceeding, provided that (i) Parent shall keep the Stockholders’ Representative informed on a timely basis with respect to any applicable developments relating to such Tax Proceedings (including the delivery of copies of any correspondence with the applicable Governmental Authority) and shall timely provide the Stockholders’ Representative with any other materials relating to such Tax Proceedings that are reasonably requested by the Stockholders’ Representative, (ii) the Stockholders’ Representative shall have the rightright to participate in (but not control), at its sole cost and expense, any such Tax Proceeding to the expense extent relating to a Pre-Closing Period Tax Return of the Company Equity Holders Target Companies (orincluding, in the case of right to attend meetings and review and comment on submissions relating to any such Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(hProceeding), out of (iii) Parent shall consider in good faith any comments provided by the Additional Escrow Account), Stockholders’ Representative with respect to control any Tax Proceeding, initiate and (iv) neither Parent nor any claim for refund, contest, resolve and defend against of its Affiliates may settle or compromise any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes Tax Proceeding that may result in an indemnification obligation of the Company and its Subsidiaries Stockholders for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the under this Agreement without prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing DateStockholders’ Representative, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.