Common use of Controversies Clause in Contracts

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

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

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

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

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 The Purchaser shall control promptly notify the Sellers' Representative in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including Arcon Holdings and the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify Taxes relating to a taxable period ending on or prior to the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics Closing Date for which the Sellers may be required to reimburse the Buyer pursuant to liable under this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “"Tax Matter”"); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative maySellers' Representative, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf sole expense of the Sellers, then the Representative shall have the authority, exclusive authority to represent the interests of the Companies with respect to any Tax Matter, to represent the interests of Holdco and Enginetics Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and the Representative shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax returns and contestingsettling audits; provided, defending however, that the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser, Arcon Holdings, or the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the Post-Closing Period, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed. The Sellers' Representative shall keep the Purchaser reasonably informed with respect to the commencement, status and nature of any Tax Matter. The Sellers' Representative shall, in good faith, allow the Purchaser to make comments to the Sellers' Representative regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in Section 9.1, this Section 9.4, Section 9.8 and Section 9.9 the Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defenseincome, then assets or operations of the Representative will be entitled to defend and settle such Tax Matter using Companies for all taxable periods; provided, however, that the Base Escrow AmountPurchaser shall not, and shall cause its affiliates (including the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but Companies) not the duty) to participate in the defense of such Tax Matter and to employ counselto, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter to the extent issue that it adversely affects or may affect the Tax liability of the BuyerSellers, Holdco, Enginetics Arcon Holdings or the Company for any Affiliate of the foregoing for a postPre-Closing Tax period Period, including the portion of an Overlap Period ending on or prior to the Closing Date, without the prior written consent of the BuyerSellers' Representative, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative Purchaser shall keep the Buyer Sellers' Representative reasonably informed with respect to the commencement, status and nature of any such Tax Matter, and willmatter conducted by Purchaser with respect to the Overlap Period. The Purchaser shall, in good faith, allow Sellers' Representative to make comments to the Buyer to consult with the Representative Purchaser regarding the conduct of or positions position taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed proceeding with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingOverlap Period.

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

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

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

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

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

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

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

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by As additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that in the Buyer event of any disagreement between the Partners’ Representatives and Purchasers, or in the event any other person or entity claims an interest in the Escrow Deposit or any Affiliate part thereof, and such disagreement or claim results in adverse claims and demands being made by them in connection with or for any part of the Buyer Escrow Deposit, Escrow Agent shall have the right, in the case of any notice other person or entity claiming an interest in the Escrow Deposit or any part thereof, to refuse to comply with the instructions or demands of the Partners’ Representatives, Purchasers or any such other person or entity, for so long as such disagreement or adverse claim shall continue. In such event, Escrow Agent shall not make delivery or other disposition of the Escrow Deposit. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to the Partners’ Representatives, Purchasers, or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of the Partners’ Representatives and Purchasers or of any inquiriesother persons or entities claiming an interest in the Escrow Deposit or any part thereof. Escrow Agent shall have the right, assessmentsin the case of any other person or entity claiming an interest in the Escrow Deposit or any part thereof, proceedings to refrain and refuse to deliver or similar events received from otherwise dispose of the Escrow Deposit or any Taxing Authority with respect part thereof or to Taxes otherwise act hereunder, as stated above, unless and until (i) the rights of Holdco the parties and all other persons and entities claiming an interest in the Escrow Deposit or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement any part thereof, have been duly adjudicated in a court of law, or (bii) prior the Partners’ Representatives, Purchasers and such other persons and entities (as the case may be) have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to it against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In addition to the Buyerforegoing, Holdco Escrow Agent shall have the right to tender into the registry or Enginetics making custody of any voluntary contact with court having jurisdiction, all (but not less than all) of the Escrow Deposit and/or to interplead the conflicting claims of the Partners’ Representatives and Purchasers. Upon any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b)such tender, a “Tax Matter”)the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense filing of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative legal proceedings shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the not deprive Escrow Agent of its compensation hereunder earned prior to release Base such filing and discharge of Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions Agent of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingduties hereunder.

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

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

Controversies. Notwithstanding Section 10.4(c)(i) Except as provided in (ii) below, this Section 11.2 shall ABX shall, at its sole cost and expense, have the exclusive authority to control any inquiries, assessments, Proceedings audit or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt examination by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the taxing authority, with respect to any Tax Matterand contest, to represent the interests of Holdco resolve and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes ofof or relating to any liability of Cargo or its Subsidiaries for Taxes for any Pre-Closing Period, Overlap Period, or relating to, such Tax Matter. If other taxable year or taxable period ending after the Representative has assumed such defense, then Closing Date (the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post“Post-Closing Tax period Period”); provided, however, that (A) neither ABX nor its duly appointed Representative shall, without the prior written consent of the BuyerSellers, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The , enter into any settlement of any contest or otherwise compromise any issue that adversely affects or is likely to adversely affect the Tax liability of Sellers or any of its affiliates for any Pre-Closing Period or the portion of the Overlap Period ending on and including the Closing Date, (B) neither ABX nor its Representative shall, without the prior consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any settlement of any contest or otherwise compromise any issue that would result in a proper reduction in liability accruals for Taxes on the Closing Balance Sheet (unless, as a result of any other adjustment(s) to the Closing Balance Sheet that would be required under FAS 109, the Final Net Asset Value would not have been reduced had such reduction in liability accruals and such other adjustment(s) been made at the time that the Final Net Asset Value was determined pursuant to Section 7.5(e)) or require payment by Sellers of any amount under this Section 9.10 unless ABX shall have waived or caused to be waived for itself and Cargo and its Subsidiaries any right to indemnification for any such amounts from Sellers and (C) ABX shall keep the Buyer Sellers fully and timely informed with respect to the commencement, commencement and status and nature of any such audit or examination that adversely affects or is likely to adversely affect the Tax Matterliability of Sellers or any of its affiliates for any Pre-Closing Period or the portion of the Overlap Period ending on and including the Closing Date, and willshall, in good faith, allow the Buyer Sellers, at its sole expense, (1) to consult with the Representative make comments to ABX, regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: proceedings and (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty2) to participate in the defense of such Tax Matter and to employ counselin, at the expense of the Sellersbut not control, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedingproceedings.

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

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 (a) Parent shall control promptly notify Shareholders’ Representative upon receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, Proceedings audits or similar events with respect to Taxes. The Buyer shall promptly notify the Representative Taxes relating to a taxable period (aor portion thereof) upon receipt by the Buyer ending on or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes Closing Date for any Pre-Closing Tax Period or Straddle Period which Shareholders may be liable under this Agreement (any matter set forth in clause (a) such inquiry, claim, assessment, audit or (b)similar event, a “Tax Matter”); provided, however, provided that the failure to provide such notice with respect to subclause so notify Shareholders’ Representative of the claim shall not relieve the Shareholders’ of their indemnification obligations under Section 9.02, unless (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except and then solely to the extent extent) that the Sellers’ defense of such Tax Matter is demonstrably Shareholders were actually and materially prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative mayShareholders or Shareholders’ Representative, at the SellersShareholders’ sole cost and expense, participate in andthrough reputable counsel reasonably acceptable to Parent, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, authority to represent the interests of Holdco the Company with respect to, and Enginetics the sole right to control, any matter (solely to the extent such matter exclusively addresses matters that are Tax Matters) before the relevant Taxing Authority IRS, any other taxing authority or any other Governmental Entity and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense; provided, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amountthat neither Shareholders’ Representative, and the Representative and the Buyer jointly any Shareholder nor any of Shareholders’ Affiliates shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the BuyerMatter, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the BuyerParent, which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed. The Shareholders or Shareholders’ Representative shall keep the Buyer Parent fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and willMatter controlled by Shareholder or Shareholders’ Representative. Shareholders’ Representative shall, in good faith, allow the Buyer Parent to consult with the Representative make comments to Shareholders or Shareholders’ Representative, regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent comments shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate taken into account in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceedinggood faith.

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

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

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

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

Controversies. Notwithstanding Section 10.4(c(a) In the event of any proposed Tax audit, assessment, examination, claim or other Tax controversy or proceeding that relates to U.S. federal (and applicable state, local and foreign) partnership Income Tax Returns of the Company (each such audit, assessment, examination, claim or other Tax controversy or proceeding, a “Partnership Tax Proceeding”), this Section 11.2 Buyer shall, or shall control any inquiriescause the Company to, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Equityholder Representative (a) upon receipt of such Partnership Tax Proceeding. Such notice shall be accompanied by the Buyer or any Affiliate of the Buyer copies of any notice of any inquiries, assessments, proceedings or similar events other documents received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a such Partnership Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contactProceeding. The Equityholder Representative mayshall control, at the Sellers’ cost of the Members, each Partnership Tax Proceeding; provided that Buyer shall have the right, at its sole cost and expense, to participate in andsuch Partnership Tax Proceeding (which right shall include the right to receive copies of all material documents furnished to or received by Equityholder Representative or the Company’s partnership representative (or the designated individual) or similar representative in connection with the Partnership Tax Proceeding, upon notice the right to be involved in oral communications, where practical, between the BuyerEquityholder Representative (or the Company’s partnership representative (or the designated individual) or similar representative) and any Taxing Authority, assume the defense of any such Tax Matter. If the Representative assumes such defense right to be consulted about significant decisions made on behalf of the SellersCompany regarding the conduct of the Partnership Tax Proceeding to the extent such decisions is reasonably likely to impact Buyer or any of its Affiliates (including any Company Entity), then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control provide input to Equityholder Representative regarding all such significant decisions). To the defense, compromise or other resolution of extent that any such Partnership Tax Matter subject Proceeding is reasonably likely to adversely impact Buyer or any of its Affiliates (including any Company Entity), the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Equityholder Representative shall not enter into any settlement of or otherwise compromise settle any such Partnership Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax period Proceeding without the prior written consent of the Buyer, which Buyer (such consent shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed. The Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative regarding the conduct of or positions taken in any such proceeding. If the Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellers, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Representative and consult with the Representative regarding the conduct of or positions taken in any such proceeding).

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

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

Controversies. Notwithstanding Section 10.4(c)10.4, this Section 11.2 11.3 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. After the Closing Date, (a) The Buyer Buyer, the Company and the Subsidiary, on the one hand, and the Sellers, the Seller Representative and their Affiliates, on the other hand, shall promptly notify the Representative (a) each other upon receipt by the Buyer or any Affiliate such party of the Buyer written notice of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco the Company or Enginetics the Subsidiary for which the Sellers may be required to reimburse the any Buyer Indemnitee pursuant to this Agreement Agreement, or (b) the Buyer shall promptly notify the Sellers Representative prior to the Buyer, Holdco the Company or Enginetics the Subsidiary making any voluntary contact with any Taxing Authority relating to a failure of Holdco the Company or Enginetics the Subsidiary to file a Tax Return or pay Taxes Taxes, or making any self-assessment of Taxes, for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 10.2 except to the extent that the Sellers’ Sellers Representative’s defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further further, that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Sellers Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Sellers Representative assumes such defense on behalf of defense, the Sellers, then the Sellers Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco the Company and Enginetics the Subsidiary before the relevant Taxing Authority and the Sellers Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Sellers Representative has assumed such defense, then the Sellers Representative will be entitled to defend and settle such Tax Matter using the Base Indemnity Escrow Amount, and the Sellers Representative and the Buyer shall jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Sellers Representative. The Sellers Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Buyer, Holdcothe Company, Enginetics the Subsidiary or any Affiliate of the foregoing for a post-Closing Tax period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with the Representative it regarding the conduct of or positions taken in any such proceeding. If the Sellers Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Sellers Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) the Sellers Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at the expense of the Sellersits own expense, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Sellers Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Sellers Representative and consult with the Representative it regarding the conduct of or positions taken in any such proceeding.

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

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

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