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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed).

Audits and Proceedings. (a) If a Payee after the Closing 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 for which it is expected to be indemnified pursuant to this AgreementSections 2.3 or 2.4, 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 AgreementSections 2.3 or 2.4, 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(c4.3(b) below, the Paying 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 the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, such Tax Notice and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to this Section 4.3(a) subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could 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 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) Notwithstanding Sections 6.2(a) and (bSection 4.3(a), , (i) the Parties Splitco and FNF shall have the right to jointly control any Tax Proceeding that relates audit or proceeding relating to Transaction Taxes or the Tax-Free Status of the Transactions; , and (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party neither Splitco nor FNF shall compromise or settle any Tax Proceeding such audit or proceeding without the other party’s consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed). (c) If the Indemnifying Party fails within a reasonable time after notice to defend any Tax Notice or the resulting audit or proceeding as provided herein, the Indemnified Party shall control such audit or proceeding; provided, however, that (i) the Indemnified Party shall keep the Indemnifying Party reasonably informed as to the status of such audit or proceedings (including by providing copies of all notices received from the relevant Tax Authority), (ii) the Indemnifying Party shall have the right to review and comment on any correspondence from the Indemnified Party to the relevant Tax Authority prior to submission of such correspondence to the Tax Authority and (iii) the Indemnified Party shall not settle or compromise any such audit or proceeding without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax liability within ten (10) days after a Final Determination of such 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 '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. (b) Subject to Sections 6.2(a) and (cIf, as a result of a Final Determination or a carryback described in Section 2.07(b), (i) Subject to the next sentence, (A) Dow shall there is an adjustment that would have the sole right effect of increasing or decreasing the Spinco Group's NOL or taxable income (as computed for federal income tax purposes) for any Pre-Closing Period, then Spinco shall pay, or cause to handlebe paid, defendto SEACOR an amount equal to 35% of any decrease in such NOL or increase in such taxable income or SEACOR shall pay, conduct and control or cause to be paid, to Spinco an amount equal to 35% of any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all increase in such NOL or decrease in such taxable periods ending on or before December 31income, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017as applicable. The principles of the foregoing sentence shall also apply for For purposes of determining the control NOL or taxable income of Tax Proceedings with respect the Spinco Group for such taxable period, such NOL or taxable income shall be computed solely by reference to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep members of the other Parties informed in a timely manner Spinco Group that are members of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to SEACOR Consolidated Group for such Tax Proceedingtaxable period, and (3) not settle any shall be determined as though such Tax Proceeding without the prior written consent of the other Parties, members filed on a consolidated basis with Spinco as the case may be, which consent shall not be unreasonably withheld, conditioned or delayedcommon parent. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed).

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 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. 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, 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 liability within 15 days after a Final Determination of such Tax liability. (cb) Notwithstanding Sections 6.2(aIf, as a result of a Final Determination, an amended SEACOR Consolidated Return described in Section 2.07(a) and (bor a carryback described in Section 2.07(c), (i) the Parties shall , there is an adjustment that would have the right effect of increasing or decreasing the Spinco Group’s NOL, taxable income (as computed for U.S. federal income tax purposes), NCL or FTC for any Pre-Closing Period, then Spinco shall pay, or cause to jointly control be paid, to SEACOR an amount equal to any decrease in such FTC or the Tax Proceeding that relates Rate Percentage of any decrease in such NOL or NCL or increase in such taxable income or SEACOR shall pay, or cause to be paid, to Spinco an amount equal to any increase in such FTC or the Tax Rate Percentage of any increase in such NOL or NCL or decrease in such taxable income, as applicable. For purposes of determining the NOL or taxable income as well as the NCL, if any, and the FTC, if any, of the Spinco Group for such taxable period, such NOL or taxable income as well as NCL and FTC shall be computed solely by reference to the Tax-Free Status members of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties Spinco Group that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome members of the Tax Proceeding in subsequent SEACOR Consolidated Group for such taxable periods for which period, and shall be determined as though such members filed on a consolidated basis with Spinco as the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)common parent.

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 If the Indemnifying Party fails within a reasonable time after notice to Section 6.2(c) belowdefend any such Tax Notice or the resulting audit or proceeding as provided herein, the Paying Indemnifying Party shall have be bound by the right results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay 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 Indemnified Party the amount of any Tax Proceeding to the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, and liability within fifteen (ii15) compromise or settle any such aspect days after a Final Determination 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 accordinglyliability. (b) Subject to Sections 6.2(a) and (c), (i) Subject to If after the next sentenceDistribution Date, (A) Dow shall Cryptyde or Vinco receive a Tax Notice that could have an impact on the sole right to handleother Party, defendCryptyde or Vinco, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distributionas applicable, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to deliver such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right Notice to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control within ten (10) days of the receipt of such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Notice.

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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCoAgCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed).

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, which consent shall not be unreasonably withheld, conditioned or delayed and Indemnified Party (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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) . If the Parties Indemnifying Party fails within a reasonable time after receipt of such Tax Notice from the Indemnified Party to defend any such Tax Contest as provided herein, the Indemnifying Party shall have be bound by the right to jointly control any Tax Proceeding that relates results obtained by the Indemnified Party in connection therewith. The Indemnifying Party shall pay to the Tax-Free Status Indemnified Party the amount of the Transactions; any indemnification payment computed pursuant to Section 2.01 within fifteen (ii15) if more than one Party could be responsible under this Agreement for any Taxes resulting from days after a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome Final Determination of the Tax Proceeding in subsequent taxable periods for which liability that is the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control subject of such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)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 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to If after the next sentenceClosing Date, (A) Dow shall have the sole right to handleFNF, defend, conduct and control JAX or any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to their respective Affiliates receive a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent Notice that could have an impact on a member of the other PartiesGroup, FNF or JAX, as the case may beapplicable, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control deliver such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of Notice to the other Party or Parties entitled to control within 10 days of the receipt of such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Notice.

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 of any Tax Proceeding to the extent audit or other administrative or judicial proceeding 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 Notice; provided 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, RAC Parent shall have the right to handle, defend, conduct and control control, at its own expense, the portion of any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont audit or SpecCo administrative or judicial proceeding (i) relating to a taxable period ending after December 31Transaction Taxes or (ii) which could give rise to an indemnity claim against the RAC Parties pursuant to Section 2.01 (and HERC Parent shall have the right to participate, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state at its own expense, in any such audit or local consolidated, combined, unitary or affiliated Tax Returnsproceeding described in clauses (i) and (ii)). The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not audit or administrative or judicial proceeding shall have the right to compromise or settle any such Tax Proceeding without audit or proceeding that it has subject, in the prior written consent case of a compromise or settlement that would materially and adversely affect the other Partiesparty, as the case may beto such party’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 delayedproceeding 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 time after notice to defend any such Tax Notice or the resulting audit or administrative or judicial proceeding as provided herein, 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 liability within 30 days after a Final Determination 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 determined pursuant to the principles set forth in the last sentence of Section 2.02(a), including apportionment factors, as recomputed pursuant to such Final Determination. (cb) Notwithstanding Sections 6.2(a) Each of HERC Parent and (b), (i) the Parties RAC Parent shall have the right to jointly handle, defend, conduct and control Tax audits or administrative or judicial proceedings of any Tax Proceeding that relates to the Tax-Free Status member of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution HERC Parent Group and RAC Parent Group, respectively, in respect of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Standalone Taxes.

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 of any Tax Proceeding to the extent audit or other proceeding 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 ProceedingNotice; provided, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Partyhowever, 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, AIG shall have the right to handle, defend, conduct and control control, at its own expense, any Tax Proceeding related to the U.S. federal consolidated income Tax Returns audit or other proceeding in respect of DowDuPont any Pre-Closing Period or SpecCo relating to a taxable period ending after December 31, 2017Straddle Period. The principles of the foregoing sentence Indemnifying Party shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties Indemnified Party at such Indemnified Party’s own expense to participate in all proceedings with respect (but not control) any such Tax audit or other proceeding and shall timely furnish to such Indemnified Party copies of all material notices, submissions and other relevant correspondence (redacted if considered necessary to exclude unrelated information) in connection with any such Tax Proceeding, and (3) not audit or other proceeding. Neither AIG nor Corebridge shall compromise or settle any such Tax Proceeding audit or other proceeding that it has the authority to control pursuant to the preceding portion of this Section 2.04 without the prior written consent of the other Parties, as the case may beParty, which consent shall not be unreasonably withheld; provided, conditioned or delayed. however, that if one Party reasonably withholds its consent (c) Notwithstanding Sections 6.2(a) and (bbased 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), (i) , the Parties other Party shall nevertheless have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any such Tax Proceeding without the consent of audit or other proceeding provided that the other Party shall indemnify the non-consenting Party for any incremental Tax Detriment caused by such compromise or Parties entitled settlement. Furthermore, after the Disaffiliation Time, each of AIG and Corebridge agrees, except to control such the extent inconsistent with Applicable Law, to defend any Tax Proceeding (such consent not positions taken on Tax Returns filed prior to be unreasonably withheld, conditioned or delayed)the Disaffiliation 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to If after the next sentenceDistribution Date, (A) Dow shall SWBI or AOUT receive a Tax Notice that could have an impact on the sole right to handleother Party, defendSWBI or AOUT, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distributionas applicable, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to deliver such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right Notice to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control within ten (10) days of the receipt of such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Notice.

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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to If after the next sentenceClosing Date, (A) Dow shall have the sole right to handleLeucadia, defend, conduct and control Crimson or any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to their respective Affiliates receive a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent Notice that could have an impact on a member of the other PartiesGroup, Leucadia or Crimson, as the case may beapplicable, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control deliver such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of Notice to the other Party or Parties entitled to control within 10 days of the receipt of such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Notice.

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. (b) Subject If any adjustments shall be made to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding Returns related to Spinco or the U.S. federal consolidated income Forest Group for any Pre-Distribution Taxable Period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding or as required by an intervening change of law, Forest shall be liable for any additional Tax Returns of TDCC relating Liability and Forest shall be entitled to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control retain any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayedrefund obtained. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed).

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 may 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 NoticeIndemnifying Parties; provided, however, that the failure of the Payee Indemnified Party to provide deliver the Tax Notice to the Paying an 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 such Indemnifying Party is materially prejudiced by the Payee Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c. (b) below, the Paying Party Holdings shall have the right to (i) handle, defend, conduct and control, at its own expense (includingexpense, for the avoidance of doubt, by funding any payments required to be made Tax audit or other administrative or judicial proceeding that relates to a Taxing Authority Tax Notice in order respect of AXA IM US; provided that AXA IM France shall have the right to defend, conduct a Tax Proceeding in a manner of and control, at its choosing)own expense, any aspect the portion of any Tax Proceeding audit or administrative or judicial proceeding (i) relating to the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreementany Pre-Closing Tax Period, and (ii) relating to any IM Audit Adjustment Increase not attributable to an Identifiable Cause or (iii) which could give rise to an indemnity claim against AXA IM France pursuant to Section 2.01 (and Holdings shall have the right to participate, at its own expense, in any such audit or proceeding); provided, further, that, in the event AXA IM France elects not to defend, conduct and control any Tax audit or administrative or judicial proceeding as provided in this Section 2.05(b), then Holdings shall defend, conduct and control such Tax audit or administrative or judicial proceeding. (c) AXA shall have the right to defend, conduct and control, at its own expense, any Tax audit or other administrative or judicial proceeding that relates to a Tax Notice in respect of AXA CS; provided that Holdings shall have the right to defend, conduct and control, at its own expense, the portion of any Tax audit or administrative or judicial proceeding (i) relating to any Pre-Closing Tax Period (ii) relating to any CS Audit Adjustment Increase not attributable to an Identifiable Cause or (iii) which could give rise to an indemnity claim against Holdings pursuant to Section 2.01 (and AXA shall have the right to participate, at its own expense, in any such audit or proceeding); provided, further, that, in the event Holdings elects not to defend, conduct and control any Tax audit or administrative or judicial proceeding as provided in this Section 2.05(c), then AXA shall defend, conduct and control such Tax audit or administrative or judicial proceeding. (d) The Party controlling such Tax audit or administrative or judicial proceeding shall have the right to 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 audit or proceeding that it controls, (B) permit subject in the Payee Party to participate in all proceedings with respect case of a compromise or settlement that would materially and adversely affect another Party, 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’s consent, which consent shall not be unreasonably withheld, conditioned or delayed and (D) use reasonable best efforts to ensure provided 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned required if the party controlling such Tax audit or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right proceeding agrees to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement indemnify such other party for any liabilities for Taxes resulting from such compromise or settlement. If the Indemnifying Party fails within a resolution of a particular issue involved reasonable time after notice to defend any such Tax Notice or the resulting audit or administrative or judicial proceeding as provided herein, the Indemnifying Party shall be bound by the results obtained by the Indemnified Party in a Tax Proceeding, then all such Parties connection therewith. The Indemnifying Party shall have the right to jointly control the Tax Proceeding pay to the extent relating to Indemnified Party the issue; (iii) if amount of any Tax liability within 30 days after a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome Final Determination of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)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 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 any Tax Proceeding to the extent audit or other proceeding 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 ProceedingNotice; provided, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Partyhowever, as the case may bethat, which consent shall not be unreasonably withheldin all events, 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, Distributing shall have the right to handle, defend, conduct and control control, at its own expense, any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont audit or SpecCo proceeding relating to a taxable period ending after December 31, 2017Transaction Taxes and Transfer Taxes. The principles of Neither the foregoing sentence SVM Parties nor the TG Parties shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state compromise or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding audit or other proceeding that it has the authority to control pursuant to the preceding sentence without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned . If the SVM Parties or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the TG Parties shall have the right authority to jointly control and fail within a reasonable time after notice to defend any such Tax Proceeding that relates to Notice or the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceedingaudit or proceeding as provided herein, then all such Parties shall have be bound by the right to jointly control results obtained by the Tax Proceeding other Parties in connection therewith. The Indemnifying Party shall pay to the extent relating to Indemnified Party the issue; amount of any Tax liability within fifteen (iii15) if days after a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome Final Determination of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to If after the next sentenceDistribution Date, (A) Dow shall Cryptyde or Vinco receive a Tax Notice that could have an impact on the sole right to handleother Party, defendCryptyde or Vinco, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distributionas applicable, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to deliver such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right Notice to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control within ten (10) days of the receipt of such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Notice.

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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to If after the next sentenceDistribution Date, (A) Dow shall SWBI or AOUT receive a Tax Notice that could have an impact on the sole right to handleother Party, defendSWBI or AOUT, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distributionas applicable, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to deliver such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right Notice to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control within ten (10) days of the receipt of such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Notice.

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. (b) Subject to Sections 6.2(a) and (cIf, as a result of a Final Determination or a carryback described in Section 2.06(b), (i) Subject to the next sentence, (A) Dow shall there is an adjustment that would have the sole right effect of increasing or decreasing the Spinco Group’s NOL or taxable income (as computed for federal income tax purposes) for any Pre-Closing Period, then Spinco shall pay, or cause to handlebe paid, defendto SEACOR an amount equal to 35% of any decrease in such NOL or increase in such taxable income or SEACOR shall pay, conduct and control or cause to be paid, to Spinco an amount equal to 35% of any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all increase in such NOL or decrease in such taxable periods ending on or before December 31income, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017as applicable. The principles of the foregoing sentence shall also apply for For purposes of determining the control NOL or taxable income of Tax Proceedings with respect the Spinco Group for such taxable period, such NOL or taxable income shall be computed solely by reference to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep members of the other Parties informed in a timely manner Spinco Group that are members of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to SEACOR Consolidated Group for such Tax Proceedingtaxable period, and (3) not settle any shall be determined as though such Tax Proceeding without the prior written consent of the other Parties, members filed on a consolidated basis with Spinco as the case may be, which consent shall not be unreasonably withheld, conditioned or delayedcommon parent. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed).

Audits and Proceedings. (a) If a Payee after the Closing 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 for which it is expected to be indemnified pursuant to this AgreementSections 2.3 or 2.4, 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 AgreementSections 2.3 or 2.4, 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(c4.3(b) below, the Paying 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 the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, such Tax Notice and (ii) compromise or settle any such aspect Tax audit or other proceeding that it has the authority to control pursuant to this Section 4.3(a) subject, in the case of such Tax Proceeding. The Paying Party shall (A) keep a compromise or settlement that could 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 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may beIndemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control If, in connection with any Tax Proceeding that relates audit or proceeding relating to Transaction Taxes or the Tax-Free Status of the Transactions; , FNF determines that circumstances exist whereby FNF reasonably expects to seek indemnification from New Holdco as a result of a Disqualifying Action, (i) FNF shall, as soon as reasonably practicable, notify New Holdco of such determination, (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceedingnotwithstanding Section 4.1(a), then all such Parties FNF and New Holdco shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; audit or proceeding, and (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party neither FNF nor New Holdco shall compromise or settle any Tax Proceeding such audit or proceeding without the other party’s consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed). (c) If the Indemnifying Party fails within a reasonable time after notice to defend any Tax Notice or the resulting audit or proceeding as provided herein, the Indemnified Party shall control such audit or proceeding; provided, however, that (i) the Indemnified Party shall keep the Indemnifying Party reasonably informed as to the status of such audit or proceedings (including by providing copies of all notices received from the relevant Tax Authority), (ii) the Indemnifying Party shall have the right to review and comment on any correspondence from the Indemnified Party to the relevant Tax Authority prior to submission of such correspondence to the Tax Authority and (iii) the Indemnified Party shall not settle or compromise any such audit or proceeding without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall pay to the Indemnified Party the amount of any Tax liability within ten (10) days after a Final Determination of such Tax liability.

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 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. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may beElevate, which consent shall not be unreasonably withheld, conditioned or delayed. (c) . Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates anything else to the Tax-Free Status contrary contained herein, in the case of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a such Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent Contest relating to the issue; (iii) if Distribution Tax Treatment, absent a settlement of such Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for Contest pursuant to the Taxes directly involved in the Tax Proceeding would preceding sentence, Think Finance shall be bound by, or could reasonably be prejudiced required to exhaust all administrative remedies available with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed)Contest.

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 accordingly. (b) Subject to Sections 6.2(a) and (c), (i) Subject to the next sentence, (A) Dow shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of TDCC relating to all taxable periods ending on or before December 31, 2016, (B) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the sole right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DuPont relating to all taxable periods ending on or before August 31, 2017, (C) Dow, DowDuPont and SpecCo shall jointly handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Return of DowDuPont relating to the taxable period ending on December 31, 2017, and (D) DowDuPont, prior to the AgCo Distribution, and SpecCo, following the AgCo Distribution, shall have the right to handle, defend, conduct and control any Tax Proceeding related to the U.S. federal consolidated income Tax Returns of DowDuPont or SpecCo relating to a taxable period ending after December 31, 2017. The principles of the foregoing sentence shall also apply for purposes of determining the control of Tax Proceedings with respect to U.S. state or local consolidated, combined, unitary or affiliated Tax Returns. The party controlling any Tax Proceeding described in the foregoing clauses shall (1) keep the other Parties informed in a timely manner of all actions proposed to be taken with respect to a Tax Proceeding it controls, (2) permit the other Parties to participate in all proceedings with respect to such Tax Proceeding, and (3) not settle any such Tax Proceeding without the prior written consent of the other Parties, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayedliability. (c) Notwithstanding Sections 6.2(a) and (b), (i) the Parties shall have the right to jointly control any Tax Proceeding that relates to the Tax-Free Status of the Transactions; (ii) if more than one Party could be responsible under this Agreement for any Taxes resulting from a resolution of a particular issue involved in a Tax Proceeding, then all such Parties shall have the right to jointly control the Tax Proceeding to the extent relating to the issue; (iii) if a Tax Proceeding involves an issue that recurs in subsequent taxable periods and one or more Parties that are not responsible under this Agreement for the Taxes directly involved in the Tax Proceeding would be bound by, or could reasonably be prejudiced with respect to the issue by, the outcome of the Tax Proceeding in subsequent taxable periods for which the Party or Parties would be responsible under this Agreement, then such Parties and the Party directly responsible for the Taxes at issue in the Tax Proceeding shall have the right to jointly control such Tax Proceeding; and (iv) in each of the above cases, no Party shall compromise or settle any Tax Proceeding without the consent of the other Party or Parties entitled to control such Tax Proceeding (such consent not to be unreasonably withheld, conditioned or delayed).