Common use of Audits and Proceedings Clause in Contracts

Audits and Proceedings. (a) If a Payee Party or any of its Subsidiaries receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this Agreement, the Payee Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Party to provide the Tax Notice to the Paying Party shall not affect the indemnification rights of the Payee Party pursuant to this Agreement, except to the extent that the Paying Party is prejudiced by the Payee Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing), any aspect of any Tax Proceeding to the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect of such Tax Proceeding. The Paying Party shall (A) keep the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Party, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed and (D) use reasonable best efforts to ensure that the manner defense, conduct, control, of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordingly.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax NoticeIndemnifying Party; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is more than insignificantly prejudiced by the Payee Indemnified Party’s 's failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, SEACOR shall have the right to participate, at its own expense, in any Tax Proceeding audit or proceeding relating to Transaction Taxes. The Indemnifying Party shall also have the extent that it relates solely right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that would materially adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party's consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from within 15 days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax NoticeIndemnifying Party; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is more than insignificantly prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect Tax audit or other proceeding that relates to such Tax Notice; provided, however, that, in all events, each of SEACOR and Spinco shall have the right to participate, at its own expense, in any Tax Proceeding audit or proceeding relating to Transaction Taxes or to the extent that it relates solely such Tax audit or proceeding could have an impact on SEACOR or Spinco, as applicable. The Indemnifying Party shall also have the right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that would adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed and (D) use delayed. If the Indemnifying Party fails within a reasonable best efforts time after notice to ensure that defend any such Tax Notice or the manner defenseresulting audit or proceeding as provided herein, conduct, control, the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from within 15 days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Indemnifying Party but in any event within ten (10) 10 days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party in a timely manner shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is prejudiced by the Payee Indemnified Party’s failure to deliver such Tax NoticeNotice in a timely manner. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, FNF shall have the right to control any Tax Proceeding audit or proceeding relating to Transaction Taxes or the extent that it relates solely Tax-Free Status of the Transactions. The Indemnifying Party shall also have the right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from within 15 days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Indemnifying Party but in any event within ten (10) 10 days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, Leucadia shall have the right to control any Tax Proceeding audit or proceeding relating to Transaction Taxes or the extent that it relates solely Tax-Free Status of the Transactions. The Indemnifying Party shall also have the right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from within 15 days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Distribution Date, an Indemnified Party or any of its Subsidiaries receives any notice, letter, correspondence, claim claim, or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Indemnifying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject The Indemnifying Party shall control the defense of any such Tax Notice and the conduct of any audit or proceeding resulting from such Tax Notice (collectively, a “Tax Contest”), provided (i) the Indemnifying Party shall act in good faith in connection with its control of any such Tax Contest, (ii) the Indemnifying Party shall keep the Indemnified Party reasonably informed regarding the progress of such Tax Contest, and (ii) to Section 6.2(cthe extent such Tax Contest may adversely impact the Tax Liability of the Indemnified Party or its Affiliated Group, (A) below, the Paying Indemnified Party shall have the right to participate in and advise on such Tax Contest (i) handleincluding the opportunity to review and comment upon the Indemnifying Party’s communications with the Tax Authority and submissions to any court, defend, conduct and control, at its own expense any such reasonable comments shall be incorporated upon the consent of the Indemnifying Party (including, for the avoidance of doubt, by funding any payments required not to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosingunreasonably withheld, conditioned or delayed), any aspect of any Tax Proceeding to the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, and (iiB) the Indemnifying Party shall not settle or compromise or settle any such aspect of such Tax Proceeding. The Paying Party shall (A) keep the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding Contest without the prior written consent of the Payee Party, as the case may be, Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed and (D) use delayed). If the Indemnifying Party fails within a reasonable best efforts time after receipt of such Tax Notice from the Indemnified Party to ensure that defend any such Tax Contest as provided herein, the manner defense, conduct, control, Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate indemnification payment computed pursuant to Section 2.01 within fifteen (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from 15) days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglythe Tax liability that is the subject of such Tax Contest.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.02, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Noticeapplicable Indemnifying Party; provided, however, that the failure of the Payee Indemnified Party to promptly provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.02, except to the extent that the Paying Indemnifying Party is actually prejudiced by the Payee Indemnified Party’s failure to promptly deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect Tax audit or other proceeding that relates to such Tax Notice; provided, however, that AIG shall have the right to handle, defend, conduct and control, at its own expense, any Tax audit or other proceeding in respect of any Pre-Closing Period or Straddle Period. The Indemnifying Party shall permit the Indemnified Party at such Indemnified Party’s own expense to participate in (but not control) any such Tax Proceeding audit or other proceeding and shall timely furnish to the extent that it relates solely such Indemnified Party copies of all material notices, submissions and other relevant correspondence (redacted if considered necessary to Taxes for which it is responsible pursuant to this Agreement, and (iiexclude unrelated information) in connection with any such Tax audit or other proceeding. Neither AIG nor Corebridge shall compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding portion of such Tax Proceeding. The Paying Party shall (A) keep the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding this Section 2.04 without the prior written consent of the Payee other Party, as the case may be, which consent shall not be unreasonably withheld; provided, conditioned however, that if one Party reasonably withholds its consent (based on a good faith determination by the Party withholding its consent that there is at least a more likely than not basis for upholding its position), the other Party shall nevertheless have the right to compromise or delayed and (D) use reasonable best efforts to ensure settle any such Tax audit or other proceeding provided that the manner defenseother Party shall indemnify the non-consenting Party for any incremental Tax Detriment caused by such compromise or settlement. Furthermore, conductafter the Disaffiliation Time, controleach of AIG and Corebridge agrees, of except to the extent inconsistent with Applicable Law, to defend any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a positions taken on Tax Returns filed prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglyDisaffiliation Time.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Distribution Date, an Indemnified Party or any of its Subsidiaries receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Indemnifying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, SWBI shall have the right to control any Tax Proceeding audit or proceeding relating to Transaction Taxes or the extent that it relates solely Tax-Free Status of the Transactions. The Indemnifying Party shall also have the right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate liability within fifteen (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from 15) days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Distribution Date, an Indemnified Party or any of its Subsidiaries receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Indemnifying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, SWBI shall have the right to control any Tax Proceeding audit or proceeding relating to Transaction Taxes or the extent that it relates solely Tax‑Free Status of the Transactions. The Indemnifying Party shall also have the right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate liability within fifteen (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from 15) days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, correspondence or claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01 in respect of Consolidated Taxes, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax NoticeIndemnifying Party; provided, however, that HERC Parent shall deliver to RAC Parent any Tax Notice in respect of Transaction Taxes and provided further that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is materially prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying Party HERC Parent shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect Tax audit or other administrative or judicial proceeding that relates to such Tax Notice; provided that RAC Parent shall have the right to handle, defend, conduct and control, at its own expense, the portion of any Tax Proceeding audit or administrative or judicial proceeding (i) relating to Transaction Taxes or (ii) which could give rise to an indemnity claim against the extent that it relates solely to Taxes for which it is responsible RAC Parties pursuant to this AgreementSection 2.01 (and HERC Parent shall have the right to participate, at its own expense, in any such audit or proceeding described in clauses (i) and (ii) )). The party controlling such Tax audit or administrative or judicial proceeding shall have the right to compromise or settle any such aspect Tax audit or proceeding that it has subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that would materially and adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controlsother party, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Party, as the case may beparty’s consent, which consent shall not be unreasonably withheld, conditioned provided that such consent shall not be required if the party controlling such Tax audit or delayed and (D) use proceeding agrees to indemnify the other party for any liabilities for Taxes resulting from such compromise or settlement. If the Indemnifying Party fails within a reasonable best efforts time after notice to ensure that defend any such Tax Notice or the manner defenseresulting audit or administrative or judicial proceeding as provided herein, conduct, control, the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from within 30 days after a Final Determination shall of such Tax liability. For the avoidance of doubt, in the case of any such liability pertaining to a state or local Consolidated Tax, such liability will be considered an adjustment for purposes determined pursuant to the principles set forth in the last sentence of Section 4.2(b) and shall be treated accordingly2.02(a), including apportionment factors, as recomputed pursuant to such Final Determination.

Audits and Proceedings. (a) If a Payee Party Notwithstanding any other provision hereof, if, after the Distribution Date, an Indemnitee or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected entitled to be indemnified indemnification pursuant to this AgreementSection 2.1, the Payee Party Indemnitee shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax NoticeIndemnifying Party; provided, however, that the failure of the Payee Party Indemnitee to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Party Indemnitee pursuant to this AgreementSection 2.1, except to the extent that the Paying Indemnifying Party is actually prejudiced by the Payee PartyIndemnitee’s failure to deliver such Tax Notice. Subject The Indemnifying Party shall pay to Section 6.2(cthe Indemnitee the amount of any Tax liability within fifteen (15) below, the Paying Party days after a Final Determination of such Tax liability. Think Finance shall have the sole responsibility and control over the handling of any Tax Contest, including the exclusive right to communicate with agents of the Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Contest, involving (i) handleany Think Finance Tax Return, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing), any aspect of any Tax Proceeding to the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, and or (ii) compromise the Distribution or settle any transaction associated therewith as described in the Separation Agreement. Subject to Think Finance’s control right, upon request by Elevate, Elevate shall, at Elevate’s expense, be allowed to participate in the handling of any such aspect of such Tax Proceeding. The Paying Party shall (A) keep the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party Contest with respect to a any item that may affect the liability of Elevate under this Agreement or that relates to the Distribution Tax Proceeding it controlsTreatment, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) and Think Finance shall not settle any such Tax Proceeding Contest without the prior written consent of the Payee Party, as the case may beElevate, which consent shall not be unreasonably withheld, conditioned or delayed and (D) use reasonable best efforts delayed. Notwithstanding anything else to ensure that the manner defensecontrary contained herein, conduct, control, in the case of any such Tax Proceeding does not create material business disruptions for Contest relating to the Payee Party or any Affiliate (for exampleDistribution Tax Treatment, by contesting absent a settlement of such Tax prior Contest pursuant to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from a Final Determination preceding sentence, Think Finance shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglyrequired to exhaust all administrative remedies available with respect to such Tax Contest.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Noticeapplicable Indemnifying Party; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is actually prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided, however, that, in all events, Distributing shall have the right to handle, defend, conduct and control, at its own expense, any Tax Proceeding audit or proceeding relating to Transaction Taxes and Transfer Taxes. Neither the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, and (ii) SVM Parties nor the TG Parties shall compromise or settle any such aspect of such Tax Proceeding. The Paying Party shall (A) keep audit or other proceeding that it has the Payee Party informed in a timely manner of all actions proposed authority to be taken by control pursuant to the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding preceding sentence without the prior written consent of the Payee Party, as the case may beother Parties, which consent shall not be unreasonably withheld. If the SVM Parties or the TG Parties have the authority to control and fail within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts such Parties shall be bound by the results obtained by the other Parties in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate liability within fifteen (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from 15) days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Distribution Date, an Indemnified Party or any of its Subsidiaries receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Indemnifying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, Cryptyde shall have the right to control any Tax Proceeding audit or proceeding relating to Transaction Taxes or the extent that it relates solely Tax-Free Status of the Transactions. The Indemnifying Party shall also have the right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate liability within fifteen (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from 15) days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this AgreementSection 2.01, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax NoticeIndemnifying Party; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementSection 2.01, except to the extent that the Paying Indemnifying Party is more than insignificantly prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of Tax audit or other proceeding that relates to such Tax Notice; provided that, in all events, SEACOR shall have the right to participate, at its own expense, in any Tax Proceeding audit or proceeding relating to Transaction Taxes. The Indemnifying Party shall also have the extent that it relates solely right to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that would materially adversely affect the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from within 15 days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax liability.

Audits and Proceedings. (a) If a Payee Notwithstanding any other provisions hereof, if after the Distribution Date, an Indemnified Party or any of its Subsidiaries Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability Liability for which it is expected to be indemnified pursuant to this Agreementindemnified, the Payee Indemnified Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax NoticeIndemnifying Party; provided, however, that the failure of the Payee Indemnified Party to provide the Tax Notice to the Paying Indemnifying Party shall not affect the indemnification rights of the Payee Indemnified Party pursuant to this AgreementArticle II, except to the extent that the Paying Indemnifying Party is more than insignificantly prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying The Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing)expense, any aspect of any Tax Proceeding audit or other proceeding that relates to such Tax Notice (except to the extent that it such Tax Notice, Tax audit or other proceeding relates solely to Taxes for a Straddle Period, in which it is responsible pursuant case there shall be joint control of the Tax audit); provided that, in all events, Forest shall have the right to this Agreementparticipate, and (ii) at its own expense, in any Tax audit or proceeding relating to Transaction Taxes. The Indemnifying Party shall also have the right to compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that would have a Material Adverse Effect on the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Indemnified Party, as to the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed and (D) use reasonable best efforts the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to ensure that the manner defense, conduct, control, Indemnified Party the amount of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from Liability within 15 days after a Final Determination shall be considered an adjustment for purposes of Section 4.2(b) and shall be treated accordinglysuch Tax Liability.