Common use of Contests Clause in Contracts

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (a) Buyer Parties and the Companies shall promptly forward to Stockholder Representative all written notifications and other communications from any Governmental Taxing Authority asserts relating to any Tax liability of the Companies with respect to a claim, makes Pre-Closing Tax Period or any actions with respect to the same. The failure of Buyer Parties or the Companies to deliver such written notice in such period shall not affect the rights of an assessment Indemnified Party under Article 7 with respect to any Tax or otherwise disputes Damage directly or indirectly related to the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed subject matter of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment written notification or dispute other communication except to the extent that the Indemnifying Party is materially and irrevocably prejudiced by the failure to provide such proceedings written notice. (b) (i) Stockholder Representative (at Stockholders’ expense, which shall be paid solely from the Stockholder Representative Expense Amount first and then from the Indemnification Escrow Account without regard to the Deductible) shall control any audit or determinations affect the amount examination by any taxing authority or any other judicial or administrative proceeding with respect to Taxes, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of the Companies (each, a “Tax Matter”) for which such Seller may be liable under any Pre-Closing Tax Period (but for this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to purpose excluding any settlement Straddle Period) but only to the extent the Stockholders have an obligation with respect to any such proceedings Tax Matter under Article 7, including through recovery against the Indemnification Escrow Account, which has not expired or settlement materially lapsed; provided, however, that Stockholder Representative shall provide to Buyer Parties (at Buyer Parties’ expense, which expense shall not be subject to indemnification under Article 7) reasonable participation rights with respect to so much of such Tax Matter that is reasonably likely to affect the amount Tax liability of Taxes Buyer Parties or the Companies for any Post-Closing Tax Period. Stockholder Representative shall not assert any defenses or claims, enter into any settlement of, or otherwise compromise, any such Tax Matter that reasonably could adversely affect the liability of Buyer Parties or the Companies for any Taxes, as to which Purchaser may the Stockholders would not be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmenthereunder, then without the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount prior written consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentParent, which consent shall not be unreasonably withheld withheld, delayed or delayed, conditioned. If Buyer Parties object to any settlement action that Stockholder Representative proposes to take pursuant to the extent preceding sentence, Buyer Parties shall, within thirty (30) days after delivery from Stockholder Representative of written notice of the intent to take such proceedings settlement affects action, notify Stockholder Representative in writing that it so objects, specifying with particularity the amount of Taxes objectionable action and stating the specific factual or legal basis for which Sellers are or may be liable under this Agreementany such objection. If Seller fails to provide such a notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation of objection shall be null duly delivered, Buyer Parties and void with regard Stockholder Representative shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If Buyer Parties and Stockholder Representative are unable to reach such agreement within ten (10) days after receipt by Stockholder Representative of such notice, the disputed items shall be resolved by the Dispute Advisor and any determination by the Dispute Advisor shall be final. The Dispute Advisor shall resolve any disputed items within ten (10) days of having the item referred to it pursuant to such assessmentprocedures as it may require. The costs, fees and expenses of the Dispute Advisor shall be borne equally by Buyer Parties and Stockholder Representative.

Contests. Whenever (a) After the Closing, the Purchaser shall -------- promptly notify the Shareholders in writing of the commencement of any Governmental Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser, the Company or any Company Subsidiary which, if determined adversely to the taxpayer or after the lapse of time, is likely to give rise to grounds for indemnification by the Shareholders. Such notice shall contain factual information (to the extent known to the Purchaser) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority asserts in respect of any such asserted Tax liability. If the Purchaser fails to give the Shareholders prompt notice of an asserted Tax liability, then (i) if the Shareholders are precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, the Shareholders shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, and (ii) if the Shareholders are not so precluded from contesting, but such failure to give prompt notice results in a claimdetriment to the Shareholders, makes an assessment or any amount which the Shareholders are otherwise disputes required to pay the Purchaser with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) Except as indicated in the last sentence of this Section 8.04(b), the Shareholders may elect to direct, through counsel of their own choosing and at their own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable under this Agreementsought from the Shareholders (any such audit, Purchaser claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If the Shareholders elect to direct the Contest of an asserted Tax ------- liability, they shall, if informed within 30 calendar days of such an assertionreceipt of the notice of asserted Tax liability, inform notify the relevant Seller within ten business daysPurchaser of their intent to do so, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have cooperate and shall cause the right Company and the Company Subsidiaries to consentcooperate, which consent will at the Shareholders' expense, in each phase of such Contest. If the Shareholders elect not be unreasonably withheld to direct the Contest, fail to notify the Purchaser of their election as herein provided or delayedcontest their indemnification obligation, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementpay, compromise or contest, at its own expense, such asserted liability. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andHowever, in any such case, the Purchaser shall have may not settle or compromise any asserted liability over the right objection of the Shareholders; provided, however, that consent to control any resulting proceedings and to determine whether and when to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be -------- ------- unreasonably withheld or delayedwithheld. In any event, both the Purchaser and the Shareholders may participate, at their own expense, in the Contest. If a Contest includes both an asserted liability with respect to any settlement to which an indemnity may be sought from the extent such proceedings settlement affects the amount of Taxes Shareholders and an asserted liability for which Sellers are or no such indemnity may be liable under sought, the foregoing provisions of this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation Section 8.04(b) shall be null and void with regard apply only to such assessmentportion of the Contest as involves the asserted liability with respect to which an indemnity may be sought from the Shareholders.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shalla “Contest” is any audit, if informed court proceeding or other dispute with respect to any tax matter that affects a Target. Unless the Buyer has previously received written notice from the Seller of the existence of such an assertionContest, inform the relevant Buyer shall give written notice to the Seller of the existence of any Contest relating to a tax matter that is the Seller’s responsibility under Section 8.2 within ten business days(10) days from the receipt by the Buyer of any written notice of such Contest, but no failure to give such notice shall relieve the Seller of any liability hereunder. Unless the Seller has previously received written notice from the Buyer of the existence of such Contest, the Seller shall give written notice to the Buyer of the existence of any Contest for which the Buyer has responsibility within ten (10) days from the receipt by the Seller of any written notice of such Contest. The Buyer, on the one hand, and the Seller, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. The Seller shall, at its election, have the right to represent a Target’s interests in any Contest relating to a Tax matter arising in a period ending on or before the Effective Date, to employ counsel of its choice at its expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that the Buyer shall have the right to control any resulting proceedings and to determine whether and when to settle consult with the Seller regarding any such claimContest that may affect such Target for any periods ending after the Effective Date at the Buyer’s own expense and provided, assessment further, that any settlement or dispute to other disposition of any such Contest may only be with the extent such proceedings or determinations affect consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentBuyer, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentwithheld.

Contests. Whenever any Governmental Authority asserts (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a claim, makes an proposed assessment or otherwise disputes the amount commencement of Taxes for any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers are or may could be liable under for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Purchaser shallSellers shall have the right, if informed at their expense, to participate in or, at the option of Buyers, control the conduct of such an assertionContest; provided that, inform even if Buyers opt to permit Sellers to control the relevant Seller within ten business daysconduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the relevant Seller Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any resulting proceedings and Contest pursuant to determine whether and when which Sellers would reasonably be expected to settle any be entitled to a Tax refund if the outcome of such claimcontest could have an adverse effect on the Cinemex Companies, assessment Symphony, or dispute Buyers, individually or in the aggregate. In the case of a Contest that relates to the extent such proceedings income tax returns of any of the Cinemex Companies or determinations affect Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the amount of Taxes for Closing Date, pursuant to which such Seller may Contest Sellers could be liable under for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right right, at their expense, to consentcontrol the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any settlement Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the extent portion of such proceedings settlement affects Straddle Period ending on and including the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentClosing Date, then the Purchasers indemnification obligation (x) shall be null paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and void with regard (y) shall be paid by or at the direction of Buyers to such assessmentSellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. Whenever (a) Upon receipt by Buyer, any Governmental Authority asserts Acquired Company or any Affiliate thereof of a claimwritten notice of any pending or threatened Tax audits, makes examinations, protest proceedings, assessments or claims that could give rise to a claim for indemnity under Section 6.03 (an assessment “Indemnifiable Tax Liability”), Buyer shall promptly give written notice thereof to Parent (the “Tax Claim Notice”). (b) Subject to Section 6.06(c), Sellers may elect to control, through their Representatives, and at their expense, the compromise or otherwise disputes contest, either administratively or in the amount courts, of Taxes for which any Indemnifiable Tax Liability. If Sellers are elect to so represent the interests of an Acquired Company or may be liable under this AgreementBuyer, Purchaser shallthey shall within thirty (30) Business Days of delivery of any Tax Claim Notice (or reasonably sooner, if informed the nature of such an assertion, inform the relevant Seller within ten business daysIndemnifiable Tax Liability so requires) notify Buyer of their intent to do so, and Buyer shall cooperate, at the relevant Seller shall have sole expense of Sellers, in the right to control defense against, or compromise or settlement of, any resulting proceedings and to determine whether and when to settle claim in any such claimproceeding. In that event, assessment Sellers shall reasonably and in good faith consult with Buyer with respect to each aspect of the defense against, or dispute to compromise or settlement of, any such Indemnifiable Tax Liability. Without limiting the extent such proceedings or determinations affect generality of the amount of Taxes for which such Seller may foregoing, Buyer shall be liable under this Agreementpermitted, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayedat its expense, to any settlement to be represented at each conference, hearing or meeting with representatives of the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice pertinent taxing authority (and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null notified reasonably in advance thereof). Sellers shall promptly notify Buyer in writing after it settles, compromises or abandons any claim of matters related to Indemnifiable Tax Liability, and void with regard respect to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claimclaim that could adversely affect an Acquired Company, assessment Buyer or disputeany of their respective affiliates with respect to any Post-Closing Tax Period, except that Sellers shall have not settle, compromise or abandon any matter related to Indemnifiable Tax Liability without obtaining the right to consentprior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If Sellers elect not to represent the interests of an Acquired Company, Buyer may pay, compromise or contest such Indemnifiable Tax Liability in any reasonable manner it deems appropriate (in its sole discretion), and Sellers shall remain fully liable for such Indemnifiable Tax Liability. (c) Buyer shall control, at its own expense, any Tax proceeding for a Straddle Period with respect to any settlement to Acquired Company; provided, however, that (i) Buyer shall consult with Sellers before taking any significant action in connection with such Tax proceeding, and (ii) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the extent such proceedings settlement affects prior written consent of the amount of Taxes for Sellers, which Sellers are consent shall not be unreasonably withheld, conditioned or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentdelayed.

Contests. Whenever Purchaser shall promptly notify Seller in writing upon receipt by Purchaser or the Subject Company of notice of any Governmental Authority asserts a claimpending or threatened federal, makes an assessment state, local or otherwise disputes foreign income or franchise tax audits or assessments which may materially affect the amount tax liabilities of Taxes the Subject Company for which Sellers are or may Seller would be liable under this Agreement, required to indemnify Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant pursuant to Section 5.4(a). Seller shall have the sole right to control represent the Subject Company's interests in any resulting proceedings tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to determine whether employ counsel of its choice at its own expense. Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or the Subject Company for any period after the Closing Date without the prior written consent of Purchaser; provided that such consent shall not be unreasonably withheld or delayed and when to settle any such claim, assessment or dispute shall not be necessary to the extent that Seller has indemnified Purchaser against the effect of any such proceedings or determinations affect settlement. Seller shall be entitled to participate, at its own expense, in the amount defense of any claim for Taxes for which such Seller a year or period that includes and ends after the Closing Date that may be liable under this Agreementthe subject of indemnification by Seller pursuant to Section 5.4(a) and, except that with the written consent of Purchaser (which shall have the right to consent, which consent will not be unreasonably withheld or delayed), to any settlement to and at its sole expense, may assume the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed entire defense of such an assertion, inform tax claim. Neither Purchaser within 10 business days, and, in any case, Purchaser shall have nor the right to control any resulting proceedings and to determine whether and when Subject Company may agree to settle any Tax claim for the portion of the year or period ending prior to or on the Closing Date which may be the subject of indemnification by Seller under Section 5.4(a) without the prior written consent of Seller; provided that such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Purchaser shall promptly notify the Sellers Representative in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on Purchaser, Purchaser shallits Affiliates, or the Company or any Company Subsidiary which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform could result in any Tax liability for the relevant Seller within ten business days, and Sellers or be grounds for indemnification by the relevant Seller Sellers under ARTICLE IX. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to Purchaser, its Affiliates, or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide such give the Sellers Representative prompt notice and such failure shall materially prejudice a Seller's ability to defend such assessmentof an asserted Tax liability as required by this Section 7.03, then the Seller's indemnification obligations Sellers shall be null and void with regard not have any obligation to such assessment. Whenever indemnify for any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed loss arising out of such an assertionasserted Tax liability, inform Purchaser within 10 business days, and, but only to the extent that failure to give such notice results in any casea detriment to the Sellers. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to a Pre-Closing Tax Period, Purchaser shall have the sole right (at Seller’s expense) to control the conduct of such Contest. Purchaser shall notify Sellers Representative of any resulting proceedings Contest, and to determine whether and when to shall keep Sellers Representative reasonably informed of the progress of such Contest, including by providing Sellers Representative copies of any material correspondence with the taxing authority. However, in such case, none of Purchaser or the Company may settle or compromise any such claim, assessment or dispute, except asserted liability that Sellers shall have may be obligated to indemnify without prior written consent of the right Sellers Representative; provided, however, that consent to consent, which consent settlement or compromise shall not be unreasonably withheld or delayedwithheld. (c) With respect to Straddle Periods, Purchaser shall direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability. If the asserted Tax liability is one with respect to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or indemnity may be liable under this Agreement. If Seller fails sought from the Sellers pursuant to provide ARTICLE IX, the Sellers Representative may participate (at the Sellers’ expense) in such notice Contest, and such failure materially prejudices neither Purchaser nor the Company may settle or compromise any asserted liability without the prior written consent of the Sellers Representative, which shall not be unreasonably withheld. (d) Purchaser's ability , the Sellers Representative and the Sellers agree to defend such assessmentcooperate, then and Purchaser agrees to cause the Purchasers indemnification obligation shall be null Company and void with regard the Company Subsidiaries to such assessmentcooperate, in the defense against or compromise of any claim in any Contest.

Contests. Whenever (a) The Tax Indemnitee shall notify the Stockholders’ Representative in writing promptly, and in any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller event within ten business thirty (30) days, of becoming aware of the commencement after the Closing Date of any Contest that could give rise to an indemnification payment under Section 7.1 (the specific issues that could give rise to such indemnification are referred to herein as “Tax Indemnifiable Matters”). Such notice shall contain factual information (to the extent known to the Tax Indemnitee or its Affiliates) with respect to Tax Indemnifiable Matters in reasonable detail and the relevant Seller shall have the right to control include copies of any resulting proceedings and to determine whether and when to settle any such claim, assessment notice or dispute other document (to the extent such proceedings notice or determinations affect the amount of Taxes for which such Seller may be liable under this Agreementdocument relates to Tax Indemnifiable Matters) received from any Governmental Authority in respect thereof. (b) The Tax Indemnitee shall control all Contests, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement but to the extent such proceedings or settlement materially affect the amount of Taxes that a Contest involves issues for which Purchaser the Tax Indemnitee may be liable entitled to a payment under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentSection 7.1(a), then the Seller's indemnification obligations Stockholders’ Representative or its duly appointed representatives shall be null allowed to attend all meetings between the Tax Indemnitee and void the Governmental Authority in question and shall be provided with regard copies of all material correspondence and documents, to such assessmentthe extent relating to Tax Indemnifiable Matters. Whenever Neither the Tax Indemnitee nor any Taxing Authority asserts of its Affiliates may settle or compromise any asserted Tax liability in a claimContest, makes an assessment or otherwise disputes to the amount extent relating to Tax Indemnifiable Matters, without the consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentStockholders’ Representative, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, a Tax Indemnitee’s decision not to any contest a Contest will be considered to be a settlement of that Contest for purposes of the preceding sentence. For purposes of this Section 7.5(b), if the Tax Indemnitee and the Stockholders’ Representative cannot come to agreement as to whether consent is being, or will be, unreasonably withheld or delayed within 30 days of the extent Stockholders’ Representative’s initial refusal to provide consent, such proceedings settlement affects disagreement shall be resolved by the amount Accounting Firm. The determination of Taxes for which Sellers are or the Accounting Firm shall be final and binding on both parties and may be liable under this Agreement. If Seller fails entered and enforced in any court having jurisdiction. (c) Notwithstanding the foregoing, Parent or one of its Affiliates, as the case may be, shall have the right to provide prohibit the Stockholders’ Representative from participating in any Contest as it relates to a specific matter if Parent and Tax Indemnitee(s) have waived their rights to indemnity for such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentmatter.

Contests. Whenever If any Governmental Authority asserts a claimclaim shall be made against GE Capital or if any proceeding shall be commenced against GE Capital (including by written notice of such proceeding) for any Collateral Taxes which Aladdin Gaming is obligated to pay pursuant to this Section 4, makes or if GE Capital shall reasonably determine that any Collateral Taxes which Aladdin Gaming may have an assessment or otherwise disputes the amount of Taxes for which Sellers are or obligation to pay under this Section 4 may be liable payable, GE Capital shall promptly (and in any event within 30 days) notify Aladdin Gaming in writing (provided that failure to so notify shall not alter GE Capital's rights under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Section 4 except to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement (and then only to the extent that) such proceedings failure precludes or settlement materially affect adversely affects the amount ability to conduct a contest of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails such Collateral Taxes) and shall not take any action with respect to provide such notice claim without written consent of Aladdin Gaming (and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or unreasonably delayed) for 30 days after receipt of such notice by Aladdin Gaming; provided, however, that in the case of any such claim or proceeding, if GE Capital shall be required by law or regulation to take action prior to the end of such 30 day period, GE Capital shall in such notice to Aladdin Gaming, so inform Aladdin Gaming, and GE Capital shall not take any action with respect to such claim, proceeding or Collateral Taxes without the consent of Aladdin Gaming (such consent shall not be unreasonably withheld or unreasonably delayed) for 10 days after the receipt of such notice by Aladdin Gaming unless GE Capital shall be required by law or regulation to take action prior to the end of such 10 day period. Provided that no Event of Default has occurred and is continuing, Aladdin Gaming shall be entitled for a period of 30 days from receipt of such notice from GE Capital (or such shorter period as GE Capital has notified Aladdin Gaming is required by law or regulation for GE Capital to commence such contest), to any settlement request in writing that GE Capital contest the imposition of such Collateral Tax, at Aladdin Gaming's expense. In its sole discretion, GE Capital shall either (i) control the contest, acting through counsel reasonably acceptable to Aladdin Gaming, or (ii) take all reasonable steps to enable Aladdin Gaming to control the contest. The party controlling the contest shall consult in good faith with the other party and its counsel with respect to the extent contest of such proceedings claim for Collateral Taxes (or claim for refund) but the decision regarding what actions to be taken shall be made by the controlling party in its sole judgment; provided, however, that if GE Capital is the controlling party and Aladdin Gaming recommends the acceptance of a settlement affects offer made by the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice relevant taxing authority and such failure materially prejudices Purchaser's ability to defend such assessmentGE Capital rejects the settlement offer, then the Purchasers indemnification obligation portion of the Collateral Taxes at issue in the claim which are payable by Aladdin Gaming shall not exceed the amount which would have been owed if the settlement offer would have been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest and shall provide the noncontrolling party with a copy of (or appropriate excepts from) any reports or claims issued by the relevant taxing authority to the controlling party thereof, in connection with such claim or contest thereof. Notwithstanding anything contained herein to the contrary, GE Capital shall not be null required to contest (and void Aladdin Gaming shall not be permitted to contest) a claim with regard respect to the imposition of Collateral Taxes if GE Capital waives its right to payment from Aladdin Gaming for such Collateral Taxes (and any claim with respect to such assessmentyear or any other taxable year the contest of which is materially adversely affected as a result of such waiver).

Contests. Whenever (a) Tenant may, at its expense contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Premises, of any Governmental Authority asserts a claim, makes an assessment or otherwise disputes Requirement with which Tenant is obligated to comply pursuant to the amount provisions of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business daysLease, and the relevant Seller Landlord shall have the right to control any resulting proceedings and to determine whether and when to settle any cooperate with Tenant in such claimproceedings, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent provided that: (i) Landlord shall not be unreasonably withheld subject to criminal penalty or delayedto prosecution for a crime nor shall the Premises or any part thereof be subject to being condemned or vacated, to by reason of non-compliance or otherwise by reason of such contest; (ii) Tenant shall defend, indemnify and hold harmless Landlord from and against any settlement and all actions, proceedings, claims, deficiencies, judgments, suits, losses, obligations, penalties, liabilities, damages, costs and expenses (including court costs and reasonable legal fees and disbursements) which Landlord shall suffer by reason of such non-compliance or contest; (iii) such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; and (iv) Tenant shall keep Landlord advised as to the extent status of such proceedings settlement affects proceedings. (b) Without limiting the amount application of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentsubsection (a)(i) above thereto, then the Purchasers indemnification obligation Landlord shall be null and void deemed subject to prosecution for a crime within the meaning of said subsection, if Landlord, or any officer, director, partner, member, principal or employee of Landlord individually, is charged with regard a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer, director, partner, member, principal or employee (as the case may be) is required to such assessmentplead or answer thereto.

Contests. Whenever any Governmental Taxing Authority asserts a claim, makes an assessment assessment, or otherwise disputes the amount of Taxes for which Sellers are or Seller may reasonably be expected to be liable under this AgreementAgreement (a “Tax Claim”), Purchaser shall, if informed shall upon receipt of notice of such an assertionTax Claim, promptly inform Seller in writing; provided, however, that failure to give such notice as provided herein shall not relieve Seller of its obligations under this Article V except to the relevant extent that Seller within ten business days, and the relevant is materially prejudiced thereby. Seller shall have the right to elect to control the defense of any resulting proceedings and Tax Claim relating to determine whether and when taxable periods ending on or before the Closing Date, or otherwise relating to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this AgreementAgreement (other than with respect to a Straddle Period), except at its sole cost and expense by written notice to Purchaser within ten (10) days of receipt of notice thereof; provided, however, that Purchaser may, at its sole cost and expense, retain separate counsel of its choosing to participate in the defense or settlement of such Tax Claim by Seller. If Seller timely elects to control the defense of any such Tax Claim in accordance with this Section 5.06, (i) Seller shall keep Purchaser reasonably apprised of the status of the Tax Claim and the defense thereof and shall reasonably consider recommendations made by Purchaser with respect thereto and (ii) Purchaser shall have the right to consent, which consent will may not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings or settlement materially would affect the amount of Taxes for which Purchaser or its Affiliates may be liable for taxable periods ending after the Closing Date. If Seller elects not to control the defense or thereafter fails or ceases to defend any such Tax Claim, Purchaser shall have the right to control the defense of such Tax Claims at its sole cost and expense, and Seller shall have the right to consent, which consent may not be unreasonably withheld, conditioned or delayed, to any settlement thereof to the extent such settlement would affect the amount of Taxes for which Seller may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then Except as otherwise required by the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount foregoing provisions of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any caseSection 5.06, Purchaser shall have the right to control any resulting proceedings relating to Taxes of or with respect to the Company or any of its Subsidiaries; provided, however, that, in the case of a Tax Claim with respect to a Straddle Period, Seller shall be entitled to participate in such proceeding (at its sole cost and expense) to determine whether the extent such Tax Claim is related to the portion of such Straddle Period that is a Pre-Closing Tax Period, and when to Purchaser shall not settle any such claim, assessment or dispute, except that Sellers shall have portion of such Tax Claim without the right to Seller’s consent, which consent shall may not be unreasonably withheld withheld, conditioned or delayed, to any if such settlement to the extent such proceedings settlement affects would affect the amount of Taxes for which Sellers are or Seller may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Merger Effective Time, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on the Purchaser, Purchaser shallits Affiliates, the Company, any Subsidiary or any Joint Venture which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01. Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates, the Company, any Subsidiary or any Joint Venture) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Liability. Any failure by the Purchaser to give the Seller prompt notice of an assertionasserted Tax Liability as required by this Section 7.03, inform shall not limit the relevant obligation of the Seller within ten business daysto indemnify the Purchaser, the Company, any Subsidiary or any Joint Venture for such Tax Liability unless and only to the relevant extent that such failure resulted in an economic detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the date of the Merger, the Seller shall have the right sole right, at its expense, to direct and control the conduct of, or pursue or settle, such Contest. (c) With respect to Straddle Periods, the Seller may elect to direct and control, through counsel of its own choosing, any resulting proceedings Contest involving any asserted Tax Liability with respect to which indemnity may be sought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, the Seller shall within thirty (30) days of receipt of the notice of asserted Tax Liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause the Company, the Subsidiaries and the Joint Ventures to determine whether fully cooperate, at the Seller’s expense, in each phase of such Contest. If the Seller elects not to direct the Contest, the Seller shall promptly notify the Purchaser and when the Purchaser, the Company, any Subsidiary or any Joint Venture shall assume control of such Contest (at the Purchaser’s expense). The Seller shall fully cooperate in each phase of such Contest. Neither the Purchaser, the Company, any Subsidiary or any Joint Venture, on the one hand, nor the Seller, on the other hand, shall enter into any compromise or agree to settle any claim pursuant to such claim, assessment audit or dispute to the extent such proceedings or determinations proceeding which would adversely affect the amount other party for such taxable period or a subsequent taxable period without the written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentother party, which consent will may not be unreasonably withheld or delayedwithheld. In any such Contest, the costs and expenses of the party assuming control of such Contest shall be paid first from any recovery before any payments are made to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which either party. The Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentparticipate, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andat its own expense, in any caseContest in which the Seller assumes control, and the Seller may participate, at its own expense, in any Contest in which the Purchaser shall have assumes control. (d) The Purchaser and the right Seller agree to control cooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of any resulting proceedings and to determine whether and when to settle claim in any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever any Governmental Authority asserts a claim, makes an (a) The Buyer will notify the Seller Representative in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreement, Purchaser shalladministrative or judicial Proceeding or of any demand or Claim on the Buyer and its Affiliates or the Seller that, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute determined adversely to the extent such proceedings or determinations taxpayer after the lapse of time, could be grounds for indemnification by the Seller under Section 8.1, provided that the failure to provide notice will not affect the amount of Taxes for which such Seller may be liable any rights under this Agreement, except that Purchaser shall to the extent the failure prejudices the Indemnifying Party. The Buyer’s notice will contain factual information (to the extent known to the Buyer and its Affiliates) briefly describing the asserted Tax liability and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. (b) The Seller Representative will have the right sole right, at its expense, to control the conduct of, a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending before the Closing Date; provided that, if any such Proceeding would result in an adjustment to Tax that would have an adverse effect on the Buyer or any of its Affiliates for a period ending after the Closing Date, the Seller Representative (i) will permit the Buyer to participate in the Proceeding, and (ii) will not settle or otherwise compromise the Proceeding without the Buyer’s prior written consent, which consent will not be unreasonably withheld withheld. (c) The Seller Representative may elect to participate, at its expense, in any Contest involving any asserted Tax liability for Straddle Period Taxes with respect to which indemnity may be sought from the Seller pursuant to Section 8.1. (d) The Buyer will not take any position or delayed, agree to any settlement to in a Contest that would result in liability of the extent such proceedings Seller or settlement materially affect an indemnity Claim by the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then Buyer or the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes Buyer Sub against the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have without the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Seller Representative’s prior written consent, which consent shall will not be unreasonably withheld or delayedwithheld, except as follows: (i) the Buyer will notify the Seller Representative in writing (when practical) of the Buyer’s intent to take any settlement such position in a Contest, and include with the notice a description of the Buyer’s position and its rationale for doing so; (ii) if within 10 days after the Buyer gives its notice, the Seller Representative gives the Buyer written notice objecting to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentits position, then the Purchasers indemnification obligation shall be null Parties will meet, together with their respective attorney(s) and/or accountant(s), as promptly as feasible, and void attempt to agree on a position and/or strategy for the Buyer to take in the matter; (iii) if the Parties are unable to agree on a position and/or strategy, then either Party may refer the matter to the Appointed Arbiter to review their respective positions and to provide their arguments in support of the positions; (iv) if the Appointed Arbiter determines that there is substantial authority within the meaning of Treasury Regulations Section 1.6662-4(d)(2) for the position asserted by the Seller Representative, then the Buyer will proceed with regard such position in the Contest; (v) alternatively, if the Appointed Arbiter determines that there is no substantial authority for the position asserted by the Seller Representative, then the Buyer may proceed with the Contest taking the position the Appointed Arbiter recommends as being feasible, with a substantial authority basis that is favorable to such assessmentthe Buyer; (vi) the Buyer will, upon the Seller Representative’s request, appeal a determination in a Contest (at the Seller Representative’s sole cost and expense, which the Seller Representative will pay directly and not from the Escrow Amount); provided, the Buyer need only assert positions that the Appointed Arbiter determines have substantial authority within the meaning of Treasury Regulations Section 1.6662-4(d)(2); and (vii) the Buyer will pay one-half of the fees, costs and expenses of the Appointed Arbiter and the Seller Representative will pay the other one-half, except as provided in Section 8.5(d)(vi).

Contests. Whenever (a) After the Closing Date, Buyer shall promptly notify Seller or Seller shall promptly notify Buyer in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in a Tax Contest of or relating to Buyer, Seller or the amount Transferred Companies which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article X; provided, however, that a failure to give such notice will not affect the rights of a party to indemnification under this Agreement except to the extent, if any, that such failure materially prejudices the other party. (b) In the case of a Tax Contest that (i) relates to periods ending on or before the Closing Date or (ii) relates to a liability for Taxes for which Sellers are Seller could have to indemnify Buyer or may be liable under the Transferred Companies pursuant to this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except Tax Contest; provided that Purchaser Buyer shall have the right to consentparticipate in all such Tax Contests that are reasonably likely to result in an adverse material effect to Buyer or the Transferred Companies. If, following the delivery of a notice specified in Section 10.4(a) by Buyer on Seller, Seller does not elect to conduct a Tax Contest described in clause (i) or (ii) above (or ceases to actively conduct such a Tax Contest for a period of 60 days), Buyer shall be at liberty (without reference to Seller) to admit, compromise, settle, discharge or otherwise deal with such Tax Contest. Buyer shall control all other Tax Contests; provided that Seller shall have the right to participate in all Tax Contests that are reasonably likely to result in an adverse material effect to Seller. Notwithstanding the foregoing, if a Tax Contest involves amounts for which both Seller and Buyer (including the Transferred Companies) could be liable pursuant to the terms of this Article X, then the party with the larger potential liability shall control such Tax Contest and the other party shall have the right to participate. (c) In the case of a Tax Contest that is reasonably likely to result in an adverse material effect to the party that does not control such Tax Contest (the “Non-Controlling Party”), (i) the party that controls such Tax Contest, as determined under Section 10.4(b) (the “Controlling Party”), shall take account of the reasonable comments of the Non-Controlling Party in relation to such a Tax Contest which are provided on a timely basis, (ii) no action shall be taken that is not full, true and accurate in all material respects, (iii) all correspondence and communications in relation to such a Tax Contest with the Taxing Authority which is a party to the Tax Contest shall be made through the advisers appointed by the Controlling Party to act on behalf of the Transferred Companies and shall be copied to the Non-Controlling Party, and (iv) the Controlling Party shall inform the Non-Controlling Party of any notification request for a meeting (including any telephonic meeting) with or visit by any Taxing Authority and shall ensure that a representative of the Non-Controlling Party is present at any such meeting (if so requested in writing by the Non-Controlling Party). (d) Except as set forth in Section 10.4(b), none of Buyer, the Transferred Companies or any Affiliate of any of the foregoing, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest that would adversely affect the other party for any year without the written consent of the other party, which consent will may not be unreasonably withheld or delayed. Buyer and Seller agree to cooperate, and Buyer agrees to any settlement cause the Transferred Companies to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTax Contest.

Contests. Whenever (a) After the Closing, the party first receiving notice shall promptly notify the other party in writing of any Governmental Authority asserts a claimdemand or claim on the first party from any Tax authority or other party with respect to Taxes for which the other party is liable pursuant to Section 7.01. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If such notifying party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 7.03, makes an assessment then (a) if the other party is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then such notifying party shall have sole responsibility for such Tax liability or (b) if the other party is not precluded from contesting but such failure to give prompt notice results in detriment to the other party, then any amount that the other party is otherwise disputes required to pay to such notifying party pursuant to Section 7.01 with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) The Seller may elect to control the conduct to a final determination, through counsel of its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought by the Purchaser under this AgreementSection 7.01(a) (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). If the Seller elects to control a Contest, it shall within 30 calendar days of receipt of the notice of asserted Tax liability notify the Purchaser shallin writing of its intent to do so. In such case, if informed thereafter the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the Purchaser shall cooperate and shall cause a Publishing Subsidiary or any of its successors to cooperate, at the expense of the Seller, in each phase of such Contest; PROVIDED, HOWEVER, that (i) Seller shall not, other than in good faith based on the merits, enter into any compromise or settlement of such Contest that would result in any Tax detriment to the Purchaser, the Parent or any Publishing Subsidiary; and (ii) if a Publishing Subsidiary is requested by the Seller to pay or cause to be paid the tax claimed and to xxx for a refund, then the Seller shall advance to the Publishing Subsidiary on an assertion, interest-free basis the amount of Tax claimed. The Seller shall inform the relevant Seller within ten business daysPurchaser of all developments and events relating to such Contest (including, without limitation, providing to the Purchaser copies of all written materials relating to such contest reasonably requested by Purchaser), and the relevant Purchaser and its authorized representatives shall be entitled, at the expense of the Purchaser, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Contest. If, pursuant to Section 7.03(b)(ii), the Seller shall have the right advances to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the a Publishing Subsidiary an 50 amount of Taxes for which such Seller may be liable Tax claimed under this Agreement, except a Contest and there is a final determination that Purchaser shall have the right Publishing Subsidiary is entitled to consent, which consent will not be unreasonably withheld a refund of all or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentportion thereof, then the Seller's indemnification obligations Publishing Subsidiary shall promptly pay or cause to be null and void paid to Seller such refund upon its receipt thereof (together with regard to such assessmentany interest paid or credited thereon by the applicable Tax authority). Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes If the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right elects not to control the Contest, fails to notify the Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01(a), the Purchaser or a Publishing Subsidiary may pay, compromise or contest such asserted liability. Neither the Purchaser nor any resulting proceedings and Publishing Subsidiary may settle or compromise any asserted liability with respect to determine whether and when which indemnity may be sought by the Purchaser over the objection of the Seller; PROVIDED, HOWEVER, that consent to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld withheld. In any event, the Seller may participate, at its own expense, in the Contest. If the Seller chooses to control the Contest, the Purchaser shall promptly empower and shall cause a Publishing Subsidiary or delayed, any of its successors promptly to any settlement to the extent empower (by power of attorney and such proceedings settlement affects the amount of Taxes for which Sellers are or other documentation as may be liable under this Agreement. If appropriate) such representatives of the Seller fails as it may designate to provide such notice and such failure materially prejudices represent the Purchaser's ability , a Publishing Subsidiary or any of their successors in the Contest insofar as the Contest involves an asserted Tax liability with respect to defend such assessment, then which indemnity may be sought by the Purchasers indemnification obligation shall be null and void with regard to such assessmentPurchaser.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on the Purchaser, Purchaser shallits Affiliates or any of the Xxxxxx Entities which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01 (a “Claim”). Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates or any Xxxxxx Entity) describing the Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Claim. If the Purchaser fails to give the Seller prompt notice of a Claim as required by this Section 7.03, then the Seller shall not have any obligation to indemnify for any Loss arising out of such an assertionClaim, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and the conduct of such Contest. (c) With respect to determine whether and when to settle any such claimStraddle Periods, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which Seller acknowledges liability indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, except that the Seller shall within 60 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall have cooperate and shall cause the right Xxxxxx Entities to consentfully cooperate, which consent will not be unreasonably withheld or delayedat the Seller’s expense, to any settlement to the extent in each phase of such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementContest. If the Seller elects not to direct the Contest, the Purchaser fails to provide or any Xxxxxx Entity may assume control of such notice and Contest (at the Purchaser’s expense). However, in such failure shall materially prejudice a Seller's ability to defend such assessmentcase, then none of the Purchaser or any Xxxxxx Entity may settle or compromise any asserted liability without prior written consent of the Seller's indemnification obligations shall be null and void with regard ; provided, however, that consent to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment settlement or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld delayed or delayedwithheld. In any event, the Seller may participate, at its own expense, in the Contest. (d) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the Xxxxxx Entities to cooperate, in the defense against or compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are Claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any Governmental Authority asserts a claim, makes an written notice of the commencement of any Action or proposed assessment or otherwise disputes Claim made against, or with respect to, the amount Purchaser, its Affiliates or the Company or any Subsidiary which (i) relates to a Pre-Closing Period or a Straddle Period of Taxes the Company or any Subsidiary or (ii) if determined adversely to the taxpayer, could be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VII (a “Tax Action”); provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VII except to the extent that such failure prejudices the Seller. (b) In the case of a Tax Action (other than a Tax Action that relates to a Straddle Period with respect to a Stand-Alone Return), the Seller (and its authorized representatives) shall have the right, at its expense, to control the conduct of the Tax Action; the Purchaser shall(and its authorized representatives) may also, at its expense, participate in, but not control, any such Tax Action that is solely related to a Stand-Alone Return and, if informed the Seller does not assume the defense of a Tax Action, the Purchaser (or its authorized representative) may defend the same in such an assertionmanner as it may deem appropriate. In the case of a Tax Action that relates to a Straddle Period with respect to a Stand-Alone Return, inform the relevant Purchaser (and its authorized representatives) shall have the right, at its expense, to control the Tax Action; the Seller within ten business days(and its authorized representatives) may also, at its expense, participate in, but not control, any such Tax Action and, if the Purchaser (or its authorized representative) does not assume the defense of any such Tax Action, the Seller (and its authorized representatives) may defend the same in such manner as it may deem appropriate. (c) Notwithstanding anything to the contrary in this Section 7.04, with respect to any taxable period that begins before the Closing Date, neither the Purchaser nor the Seller shall enter into any compromise or agree to settle any Tax Action which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed. The Purchaser and the Seller agree to cooperate, and the relevant Seller shall have Purchaser agrees to cause the right Company and the Subsidiaries to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTax Action.

Contests. Whenever (a) If any Governmental Taxing Authority asserts a claimTax Claim in respect of any QNX Entity, makes an assessment or otherwise disputes then the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed party hereto first receiving notice of such an assertion, inform Tax Claim promptly shall provide written notice thereof to the other party or parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant Seller within ten business days, and portion of any correspondence received from the relevant Seller Taxing Authority. (b) In the case of a Tax Proceeding involving a QNX Entity in respect of any taxable period that ends on or before the Closing Date Parent shall have the right to control control, at its own expense, such Tax Proceeding; provided, however, that with respect to any resulting proceedings Tax Proceeding in respect solely of a QNX Entity, which Tax Proceeding would reasonably be expected to have an adverse effect on the Buyers or any of their Affiliates (including the relevant QNX Entity) (i) Parent shall consult with Buyers before taking any significant action in connection with such Tax Proceeding, (ii) the Buyers shall be entitled to participate in such Tax Proceeding at Buyer’s expense (along with counsel and to determine whether other advisors of their choice) and when to settle (iii) Parent shall not settle, compromise or abandon any such claim, assessment or dispute to Tax Proceeding without obtaining the extent such proceedings or determinations affect prior written consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyers (which consent shall not be unreasonably withheld or delayed), to any settlement to the extent such proceedings settlement affects or compromise would reasonably be expected to result in an adverse effect on the Buyers that is material, provided that if such consent is withheld by Buyers, control of such Tax Proceeding shall be assumed by Buyers at their own expense and Parent’s liability for any Taxes (including Parent Taxes) resulting from such Tax Proceeding shall not exceed the amount that would have been due under such settlement or compromise (Parent’s liability for Taxes in excess of the amount that would so have been due, “Excess Taxes”) (and, notwithstanding any other provision, Buyer shall indemnify Parent against any such Excess Taxes, to the extent any such Taxes are due or payable to any Tax Authority by Parent or any of its subsidiaries or Affiliates (other than any QNX Entity)). (c) In the case of a Tax Proceeding for a Straddle Period of a QNX Entity, the Buyers shall have the right to control, at their own expense, such Tax Proceeding; provided, however, that (i) the Buyers shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), (iii) Buyers shall take all actions in connection with such Tax Proceeding that relate to a Pre-Closing Period no differently than any action in connection with such Tax Proceeding that relates to a Post-Closing Period, and in all cases shall treat any such Tax Proceeding as if any and all liability for Taxes resulting therefrom were the responsibility of Buyers and (iv) the Buyers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent that such settlement or compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent, provided that if such consent is withheld by Parent and Buyers have complied with all their covenants hereunder in relation to such Tax Proceeding, then, notwithstanding any other provision of this Agreement, Parent’s liability for Taxes pursuant to Section 6.2(a) shall include and Parent shall indemnify the Buyers and each of their subsidiaries and Affiliates (including the QNX Entities) and hold them harmless from and against the amount of Taxes for which Sellers resulting from such Tax Proceeding that are in excess of the amount that would have been due under such settlement or may compromise. (d) In the case of a Tax Proceeding involving a QNX Entity (other than any Tax Proceeding described in Sections 6.5(b) or 6.5(c)) Buyers shall have the right to control, at their own expense, such Tax Proceeding, Parent shall not have any right to participate in any such Tax Proceeding and Section 6.5(a) shall not apply to such a Tax Claim; provided, however, that if such Tax Proceeding would reasonably be liable under this Agreement. If Seller fails expected to provide have an adverse effect on Parent or any of its Affiliates, and only at such notice and time when it becomes readily apparent that such failure materially prejudices Purchaser's ability Tax Proceedings would be expected to defend have such assessmentan effect (the “Contest Relevant Time”), then (i) the Purchasers indemnification obligation Buyer shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be null entitled to participate in such Tax Proceeding (along with counsel and void with regard other advisors of its choice), and (iii) from and after the Contest Relevant Time, the Buyers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), to the extent that such settlement or compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent that is material. (e) Notwithstanding any other provision, Parent shall have the exclusive right to control in all respects, including as to settlement, any Tax Proceeding relating to any Combined Tax Return, the Buyers shall not have any right to participate in any such Tax Proceeding and Section 6.5(a) shall not apply to such assessmenta Tax Claim.

Contests. Whenever any Governmental Authority asserts taxing authority provides notice of an inquiry, audit, examination, proceeding or makes a claimwritten assertion of a claim for or dispute regarding, makes an or assessment or otherwise disputes the amount of of, Taxes (a "Tax Claim") for which Sellers are Seller is liable or may be liable required to provide indemnification under this Agreement, Purchaser shall, if informed of such notice of an assertioninquiry, audit, examination, proceeding, assertion or assessment, inform the relevant Seller within ten business fifteen (15) calendar days; provided, and however, that any failure to inform Seller shall not relieve Seller of its obligation to provide the relevant indemnity required hereunder as to such Tax Claim except to the extent that such failure has materially prejudiced Seller's ability to defend such Tax Claim. Seller shall have the right to control any resulting inquiry, audit, examination or proceedings and to determine whether and when to settle any such resulting claim, assessment or dispute to the extent such inquiry, audit, examination, proceedings or determinations affect the amount of Taxes for which Seller is liable or required to provide indemnification under this Agreement (including those attributable to the Straddle Period); provided, however, that (A) Seller shall have acknowledged that it is liable to the Purchaser Indemnified Parties for such Taxes under Section 6.6(b) (or the applicable portion of Taxes for such period, in the case of Taxes attributable to the Straddle Period); (B) Seller shall conduct such proceedings in a commercially reasonable manner; (C) Purchaser, the Company and the Subsidiaries may participate in such proceedings at their own expense; (D) Seller shall not compromise or settle, or agree to compromise or settle, any Tax Claim without Purchaser's consent (which shall not be unreasonably withheld or delayed); (E) if Seller does not so elect, Purchaser shall control the prosecution and defense of such Tax Claim, which shall be conducted in a commercially reasonable manner; and (F) if Purchaser so elects, it may override Seller's election to control the prosecution and defense of such Tax Claim, in which case the Purchaser Indemnified Parties shall be deemed to have waived their rights to indemnification for such Tax Claim. Whenever any taxing authority makes a Tax Claim for which Purchaser is liable or required to provide indemnification under this Agreement, Seller shall, if informed of such notice of an inquiry, audit, examination, proceeding, assertion or assessment, inform Purchaser within fifteen (15) calendar days; provided, however, that any failure to inform Purchaser shall not relieve Purchaser of its obligation to provide the indemnity required hereunder as to such Tax Claim except to the extent that such failure has materially prejudiced Purchaser's ability to defend such Tax Claim. Purchaser shall have the right to consentcontrol all proceedings relating to Tax Claims (1) that Seller does not have the right to control under this Section 6.6(e) or (2) that do not relate exclusively to Taxes of the Company or the Subsidiaries for Pre-Effective Tax Periods or the Straddle Period; provided, which consent will not be unreasonably withheld or delayedhowever, to any settlement that to the extent such proceedings or settlement a Tax Claim could reasonably be expected to materially affect the amount of Taxes for which Purchaser may be Seller is liable under or required to provide indemnification under this Agreement. If , (1) Purchaser fails shall conduct such proceedings in a commercially reasonable manner; and (2) Purchaser shall not compromise or settle, or agree to provide compromise or settle, such notice and such failure shall materially prejudice a Tax Claim without Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for consent (which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment).

Contests. Whenever If a notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Contest”) shall be delivered, sent, commenced, or initiated to, by or against Purchaser or any Governmental Authority asserts of the Companies by any taxing authority with respect to Taxes that results in or may result in a claim, makes an assessment or otherwise disputes the amount of Taxes Tax Loss for which Sellers are or indemnification may be liable claimed from Sellers under this Agreement, Purchaser shall, if informed shall promptly notify Sellers in writing of such an assertionTax Contest; provided that the failure to so notify Sellers shall not relieve Sellers of their indemnification obligations hereunder, inform except to the relevant Seller within ten business days, and extent that such failure prejudices Sellers’ defense of the relevant Seller Tax Contest. Sellers shall have the sole right to control any resulting proceedings represent the Companies’ interests and to determine whether employ counsel of their choice at their expense with respect to any such Tax Contest; and when Purchaser shall cause each of the applicable Companies to execute any powers of attorney or other documents or forms necessary in order to allow Sellers to control such Tax Contest and to settle any such claimTax Contest; provided that in the case of any Tax Contest relating to any Tax for any Straddle Period, assessment or dispute Purchaser and Sellers shall each be entitled to participate at their own expense in such Tax Contest to the extent such proceedings or determinations affect the amount of Taxes it relates to a Tax for which such Seller party bears liability pursuant to Section 9.1. No party may settle or otherwise dispose of any Tax Contest for which another party may have a liability under Section 9.1 or which settlement could adversely affect either party in Tax periods for which such party is responsible or for which another party may be liable entitled to a refund or credit under this Agreement, except that Purchaser shall have Section 9.1 without the right to consentprior written consent of such other party, which consent will not be unreasonably withheld withheld, conditioned or delayed, to any settlement to . In the extent such proceedings or settlement materially affect the amount event that Sellers do not take control of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall Tax Contest that they have the right to control hereunder, Purchaser and the Companies shall keep Sellers reasonably informed as to the progress of such Tax Contest and shall not enter into any resulting proceedings and settlement or other disposition of the such Tax Contest prior to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have receiving the right to consentwritten consent of Sellers, which consent will not be unreasonably withheld, conditioned or delayed. In no event, without the prior written consent of PLC, which shall not be unreasonably withheld withheld, conditioned or delayed, to shall Purchaser or the Companies grant an extension of any settlement applicable statute of limitations in respect of any Tax period ending prior to the extent such proceedings settlement affects the amount of Taxes for which Sellers are Closing Date or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentany Straddle Period.

Contests. Whenever If an audit is commenced or any Governmental Authority asserts other claim is made by any Tax authority with respect to a claim, makes an assessment Tax liability of the Company or otherwise disputes the amount any of Taxes its Subsidiaries for which Sellers are Verizon, GTE or may Seller could be liable under this AgreementSection 5.3(b) (a "TAX CONTEST"), Purchaser shall, if informed Buyer shall promptly notify Seller of such an assertionTax Contest (unless Verizon, inform GTE or Seller previously was notified in writing directly by the relevant Tax authority). If Seller within ten business daysso requests in writing and at Seller's expense, Buyer (1) shall cause the relevant entity (Buyer, the Company, any Subsidiary or any successor) to contest such Tax Contest on audit or by appropriate claim for refund or credit of Taxes or in a related administrative or judicial proceeding which Seller in its sole and absolute discretion chooses to direct such entity to pursue, and (2) shall permit Seller, at its expense, to control the prosecution and settlement of any such audit or refund claim or related administrative or judicial proceeding with respect to such Tax Contest; and, where deemed necessary by Seller, Buyer shall cause the relevant entity to authorize by appropriate powers of attorney such persons as Seller shall have the right designate to control any resulting proceedings represent such entity with respect to such audit or refund claim or related administrative or judicial proceeding and to determine whether and when to settle or otherwise resolve any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable proceeding; PROVIDED that in any case under this Agreementsubsection, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement (x) Seller shall if informed not, without the prior written consent of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld withheld, accept any proposed adjustment or delayedenter into any settlement or agreement in compromise or otherwise dispose of any such audit or refund claim or related administrative or judicial proceeding in a manner that would purport to bind the Company if such actions would materially and adversely affect the Tax liability or Tax basis, depreciation, amortization, useful lives, net operating losses, or similar Tax items of Buyer, the Company or any of its Subsidiaries for Taxable periods or portions thereof ending after the Closing Date and (y) Seller shall keep Buyer informed as to the progress of any audit or refund claim or related administrative or judicial proceeding which Seller has taken control of and Buyer shall have the right to consult with Seller during such proceedings at its own expense. Buyer shall further execute and deliver, or cause to be executed and delivered, to any settlement Seller or its designee all instruments and documents reasonably requested by Seller to implement the extent such proceedings settlement affects the amount provisions of this subsection. Any refund of Taxes for which Sellers are obtained by Buyer or may be liable under this Agreement. If Seller fails the affected entity with respect to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then any Tax period (or portion thereof) of the Purchasers indemnification obligation Company ending on or before the Closing Date shall be null and void paid promptly to Seller in accordance with regard to such assessmentSection 5.3(c) hereof.

Contests. Whenever (a) After the Closing Date, the Acquirors shall promptly notify THCI in writing of the commencement of any Governmental Authority asserts Tax audit or administrative or judicial proceeding or of any demand or claim on the Acquirors or any of their respective Affiliates which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 7.06. Such notice shall contain factual information (to the extent known to the Acquirors or the relevant Affiliate) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If the Acquirors fail to give THCI prompt notice of an asserted Tax liability as required by this Section 7.07 and if THCI is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then THCI shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability to the extent that THCI was prejudiced as a claimresult of such failure. (b) THCI may elect to direct, makes an assessment through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or otherwise disputes the amount of Taxes for judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 7.06 relating to any taxable period ending on or before the Closing Date (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). If THCI elects to direct a Contest, if informed it shall within 30 calendar days of such an assertion, inform receipt of the relevant Seller within ten business daysnotice of asserted Tax liability notify the Acquirors in writing of its intent to do so, and the relevant Seller Acquirors shall have cooperate and shall cause their respective Affiliates or their respective successors to cooperate, at THCI's expense, in each phase of such Contest. In each such case, neither the right to control Acquirors nor any resulting proceedings and to determine whether and when to of their respective Affiliates may settle or compromise any such claim, assessment or dispute to asserted Tax liability over the extent such proceedings or determinations affect the amount objection of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementTHCI. If Purchaser THCI elects not to direct the Contest or fails to provide notify the Acquiror of its election as herein provided, the Acquirors or any of their respective Affiliates may contest, at their own expense, such notice and asserted Tax liability or pay or compromise such failure shall materially prejudice a Sellerasserted Tax liability at THCI's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentexpense.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of (i) the initiation of any Governmental Authority asserts audit or other examination by a claim, makes an taxing authority of any Pre-Closing Period and (ii) any written notice of a proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount Purchaser or any member of Taxes the Target Group which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VII; provided, Purchaser shallhowever, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VII except to the extent, if informed any, that such failure to promptly provide notice materially affected the ability of such the Seller to successfully avoid or materially reduce the Tax liability in question. (b) In the case of an assertionaudit or administrative or judicial proceeding that relates to Pre-Closing Period, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle the conduct of such audit or proceeding; the Purchaser also may participate, at its own expense, in any such claimaudit or proceeding. If the settlement of such audit or proceeding could be reasonably expected to increase the Tax liability of the Purchaser or any of its Affiliates (including any member of the Target Group) in a Post-Closing Period, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have not settle such audit or proceeding without the right to Purchaser’s consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, provided that the Purchaser’s consent shall not be required if the Purchaser fails to confirm in writing to the Seller its consent or decline to consent within ten (10) Business Days of the Purchaser’s receipt of the Seller’s request for such consent (and for the avoidance of doubt, if the Seller fails to receive the Purchaser’s consent or decline to consent within ten (10) Business Days of the Purchaser’s receipt of the Seller’s request for consent, the Purchaser is deemed to have provided its consent to the Seller to settle such audit or proceeding). If the Seller does not assume the control of any settlement such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding, subject to the Seller’s consent, which shall not be unreasonably withheld or delayed, provided that the Seller’s consent shall not be required if the Seller fails to confirm in writing to the Purchaser its consent or decline to consent within ten (10) Business Days of the Seller’s receipt of the Purchaser’s request for such consent (and for the avoidance of doubt, if the Purchaser fails to receive the Seller’s consent or decline to consent within ten (10) Business Days of the Seller’s receipt of the Purchaser’s request for consent, the Seller is deemed to have provided its consent to the Purchaser to settle such audit or proceeding). In the event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the latter issues, except to the extent such proceedings settlement affects that it would be harmful to the amount of Taxes Seller. (c) With respect to issues relating to a potential adjustment for which Sellers both the Seller and the Purchaser or any member of the Target Group could be liable, (i) both the Seller and the Purchaser may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by the Purchaser, and the Seller and Purchaser shall take commercially reasonable efforts to separate such audit or proceeding so that issues relating to each of them can be handled separately. The principle set forth in this Section 7.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are or may be liable otherwise controlled under this Agreement. If Seller fails to provide such notice Article VII by the Purchaser and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSeller.

Contests. Whenever In respect of the indemnification provided under Section 11.1(a), promptly after receipt by an Indemnitee of notice of any Governmental Authority asserts pending or threatened Claim, such Indemnitee shall, if a claimclaim for indemnification in respect thereof is to be made against Lessee give written notice thereof to Lessee; provided that the failure to provide such prompt notice shall not limit Lessee’s obligations or prejudice any rights of such Indemnitee under Section 11.1(a) with respect to such Claim, makes an assessment except to the extent that such failure to provide prompt notice adversely affects Lessee’s indemnification obligations hereunder. So long as no Lease Event of Default is continuing, Lessee at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within 30 days following receipt of Indemnitee’s notice of the Claim, or otherwise disputes in the case of a third party claim which requires a shorter time for response then within such shorter period as specified in the Indemnitee’s notice of Claim; provided that such Indemnitee has given Lessee notice thereof. If Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder and with no further obligation to inform Lessee of the status of the Claim and no right of Lessee to approve or disapprove any actions taken in connection therewith by the Indemnitee. If Lessee shall have elected to assume the defense of any such Claim, then upon the request of Lessee, the Indemnitee requesting payment of indemnity under Section 11.1(a) shall promptly furnish Lessee with copies of any records or documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of Taxes for the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 11.1(a), Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which Sellers are or may be liable under this Agreementsuch indemnity has been paid. If Lessee shall have elected to assume the defense of any such Claim, Purchaser upon the written request at any time and from time to time of Lessee, Indemnitee shall, if informed at the expense of Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist Lessee in the preservation and enforcement against third parties of Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the defense thereof, but the fees and expenses of such an assertion, inform counsel shall be at the relevant Seller within ten business days, and expense of the relevant Seller Indemnitee unless the Indemnitee shall have been advised by its counsel that a conflict of interest exists in Lessee’s counsel’s representations of the right to control any resulting proceedings Indemnitee and to determine whether Lessee, in which case the fees and when to settle any expenses of such claim, assessment or dispute to Indemnitee’s counsel shall be for the extent such proceedings or determinations affect the amount account of Taxes for which such Seller may Lessee. All fees and expenses shall be liable under this Agreement, except that Purchaser paid periodically as incurred. So long as no Lease Event of Default shall have the right to consentoccurred and be continuing, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent Lessee shall not be unreasonably withheld or delayed, to liable for any settlement of any such Claim effected without its consent unless Lessee shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or indemnification hereunder, may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentClaim and enter into any good faith settlement thereof without the prior written consent of Lessee. Lessee shall not, then without the Purchasers indemnification obligation shall prior written consent (not to be null unreasonably withheld) of the Indemnitee, effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and void with regard to such assessmentgive each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the prosecution of any claim or lawsuit against any third party.

Contests. Whenever (a) After the Closing, Purchaser shall promptly notify Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of Purchaser or the amount of Taxes Company which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle IX; provided, Purchaser shallhowever, that the failure to give such written notice will not affect Purchaser’s right to indemnification under this Article IX except to the extent, if informed any, that Purchaser’s failure to so notify Sellers precludes Sellers from contesting the Tax in question. (b) In the case of such an assertionaudit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, inform the relevant Seller within ten business days, and the relevant Seller Sellers shall have the right at their expense to participate in and control the conduct of such audit or proceeding; provided, however, Purchaser may participate in any resulting such audit or proceeding at its sole cost and expense and, if Sellers do not assume the defense of any such audit or proceeding, Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after five (5) Business Days prior written notice to Sellers setting forth the terms and conditions of settlement. The parties will work together to resolve any disputes should Sellers timely object to any settlement proposed by the Purchaser. (c) With respect to issues relating to a potential adjustment for which both Sellers and Purchaser or the Company could be liable, (i) each party may participate in the audit or proceedings, and (ii) the audit or proceedings shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and to determine whether any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article IX by Purchaser and when Sellers. (d) Neither Purchaser nor Sellers shall enter into any compromise or agree to settle any such claim, assessment claim pursuant to any Tax audit or dispute to the extent such proceedings or determinations proceeding which would adversely affect the amount other party for such year or a subsequent year without the written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentother party, which consent will may not be unreasonably withheld or delayed. Purchaser and Sellers shall cooperate, and Purchaser shall cause the Company to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control claim in any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify Parent in writing of any Governmental Authority asserts notice received by the Purchaser or any of its Subsidiaries of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Purchaser or any of its Subsidiaries, or of the Company or SAP Thai, which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII. If, following the receipt by the Purchaser or any of its Subsidiaries of notice of such a proposed assessment or claim, makes an assessment the Purchaser fails to give Parent the prompt notice required by the preceding sentence of this Section 7.03, then (i) if Parent is precluded by such failure from contesting the asserted Tax liability in question, Parent shall not have any obligation to indemnify the Purchaser under this Article VII for any loss or damage arising out of such asserted Tax liability, and (ii) if Parent is not precluded from contesting the asserted Tax liability in question, but such failure results in a monetary detriment to Parent, any amount which Parent otherwise disputes would be required to pay the Purchaser pursuant to this Article VII with respect to such liability shall be reduced by the amount of Taxes for such detriment. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that Parent acknowledges in writing its liability under this Agreement to hold the Purchaser and its Subsidiaries and the Company and SAP Thai harmless against the full amount of any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any taxable year that includes the Closing Date, against an assertionadjustment allocable under Section 7.01(b) to the portion of such year ending on or before the Closing Date), inform the relevant Seller within ten business days, and the relevant Seller Parent shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential adjustment for which Parent has acknowledged its liability; the Purchaser also may participate in any such Seller audit or proceeding and, if Parent does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, without limitation, settling such audit or proceeding after giving five days' prior written notice to Parent setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which Parent has acknowledged its liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both Parent (as evidenced by its acknowledgment under this Section 7.03) and any of the Purchaser, one of its Subsidiaries or the Company or SAP Thai could be liable, (i) each party may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by the Purchaser and Parent. (d) Neither the Purchaser nor Parent shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld withheld. The Purchaser and Parent agree to cooperate in the defense against or delayed, to compromise of any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, claim in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever Purchaser shall promptly notify Seller in writing -------- upon receipt by Purchaser or the Subject Company of notice of any Governmental Authority asserts a claimpending or threatened federal, makes an assessment state, local or otherwise disputes foreign income or franchise tax audits or assessments which may materially affect the amount tax liabilities of Taxes the Subject Company for which Sellers are or may Seller would be liable under this Agreement, required to indemnify Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant pursuant to Section 4.2(a). Seller shall have the sole right to control represent the Subject Company's interests in any resulting proceedings tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to determine whether employ counsel of its choice at its own expense. Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or the Subject Company for any period after the Closing Date without the prior written consent of Purchaser; provided that such consent shall not be unreasonably withheld or delayed and when to settle any such claim, assessment or dispute shall not be necessary to the extent that Seller has indemnified Purchaser against the effect of any such proceedings or determinations affect settlement. Seller shall be entitled to participate, at its own expense, in the amount defense of any claim for Taxes for which such Seller a year or period that includes and ends after the Closing Date that may be liable under this Agreementthe subject of indemnification by Seller pursuant to Section 4.3(a) and, except that with the written consent of Purchaser (which shall have the right to consent, which consent will not be unreasonably withheld or delayed), to any settlement to and at its sole expense, may assume the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed entire defense of such an assertion, inform tax claim. Neither Purchaser within 10 business days, and, in any case, Purchaser shall have nor the right to control any resulting proceedings and to determine whether and when Subject Company may agree to settle any Tax claim for the portion of the year or period ending prior to or on the Closing Date which may be the subject of indemnification by Seller under Section 4.3(a) without the prior written consent of Seller; provided that such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (a) Each party hereto entitled to indemnification pursuant to Section 8.4 or Section 8.5 (a “Tax Indemnified Person”) agrees to give written notice to the indemnifying Person (the “Tax Indemnitor”) of any Governmental Authority asserts a written notice received by the Tax Indemnified Person or an Affiliate of such Tax Indemnified Person (including, in the case where the Purchaser is the Tax Indemnified Person, the Acquired Companies) which involves the assertion of any claim, makes an assessment or otherwise disputes the commencement of any audit, suit, action or proceeding (collectively, a “Tax Claim”) in respect of which indemnity may be sought within ten (10) Business Days of such receipt or such earlier time as would allow the Tax Indemnitor to timely respond to such Tax Claim. Notwithstanding the foregoing, no delay or deficiency on the part of the Tax Indemnified Person in so notifying the Tax Indemnitor will relieve the Tax Indemnitor of any Liability or obligation under this Agreement except to the extent the Tax Indemnitor’s ability to defend such claim has been materially prejudiced as a result of the delay or other deficiency. The Tax Indemnified Person will give the Tax Indemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request. Such written notice shall describe in reasonable detail the facts constituting the basis for such Tax Indemnitor’s interests in such Tax Claim, the nature of the relief sought, and the amount of Taxes the claimed Losses (including Taxes). (b) The Tax Indemnitor may, at its own expense, participate in and, upon notice to the Tax Indemnified Person, assume control of the defense of any Tax Claim for which Sellers are or may be liable under this Agreementit is the Tax Indemnitor. If the Tax Indemnitor assumes control, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall it will have the right to control any resulting proceedings and to determine whether and when to the defense of the Tax Claim; provided, however, that the Tax Indemnitor shall not concede or settle any such claim, assessment or dispute to Tax Claim without the extent such proceedings or determinations affect prior written consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentPurchaser, which consent will shall not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice In no case will a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment Tax Indemnified Person settle or otherwise disputes compromise a Tax Claim without the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Tax Indemnitor’s prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. The Tax Indemnified Person, at its expense, shall be entitled to fully participate in all proceedings, meetings and calls, and receive copies of all communications with respect to any settlement Tax Claims controlled by Seller. (c) If a Tax Claim potentially involves some Taxes for Pre-Closing Tax Periods for which Seller would be required to indemnify the extent Purchaser pursuant to Section 8.4 and other Taxes for Pre-Closing Tax Periods for which Seller would not be required to indemnify the Purchaser, then, for purposes of this Section 8.7 only, Seller will be the Tax Indemnitor and the Purchaser will be the Tax Indemnified Person as to those Tax Claims for which Seller is exclusively liable pursuant to Section 8.4 and, with respect to other Tax Claims, Seller and the Purchaser shall jointly control the defense of such proceedings settlement affects Tax Claim. (d) The Tax Indemnitor may discharge, at any time, its indemnity obligations by paying the Tax Indemnified Person the amount of Taxes for which Sellers are the applicable indemnifiable Loss, calculated on the date of such payment. (e) Notwithstanding any provision to the contrary herein, the Seller shall have sole control over, and the Purchaser shall have no right to control or may be liable under this Agreement. If Seller fails participate in, any Tax Claim relating to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmenta consolidated, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcombined, unitary, affiliated or similar Tax or Tax Return that includes Parent or any Subsidiary of Parent.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article XII; provided, however, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Agreement except to the extent, if any, that, but for such failure, the Seller could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that the Seller acknowledges in writing its responsibility under this Agreement to hold the Purchaser harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any taxable year that includes the Closing Date, against an assertionadjustment allocable under Section 12.01 (b) to the portion of such year ending on or before the Closing Date), inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential adjustment for which the Seller has acknowledged its liability; the Purchaser also may participate in any such audit or proceeding and, if the Seller does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Seller setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Seller has acknowledged its liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both the Seller (as evidenced by its acknowledgment under this Section 12.04) and the Purchaser could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article XII by the Purchaser and the Seller. (d) Neither the Purchaser nor the Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld withheld. The Purchaser and the Seller agree to cooperate in the defense against or delayed, to compromise of any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, claim in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any Governmental Authority asserts pending or threatened Claim, such Indemnitee shall, if a claimclaim for indemnification in respect thereof is to be made against the Lessee, makes an assessment give notice thereof to the Lessee. So long as no Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). The Lessee must indicate its election to assume such defense by written notice to the Indemnitee within forty-five (45) days following receipt of Indemnitee’s notice of the Claim, or otherwise disputes in the case of a third-party claim which requires a shorter time for response then within such shorter period as specified in the Indemnitee’s notice of Claim; provided that such Indemnitee has given the Lessee notice thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder. If the Lessee shall have elected to assume the defense of any such Claim, then upon the request of the Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of Taxes for the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which Sellers are or may be liable under this Agreementsuch indemnity has been paid. If the Lessee shall have elected to assume the defense of any such Claim, Purchaser upon the written request at any time and from time to time of the Lessee, Indemnitee shall, if informed at the expense of the Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist the Lessee in the preservation and enforcement against third parties of the Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the defense thereof, but the fees and expenses of such an assertion, inform counsel shall be at the relevant Seller within ten business days, expense of the Indemnitee unless the Indemnitee and the relevant Seller Lessee shall have been advised by counsel that there exists a conflict of interest in such counsel’s representation of the right to control any resulting proceedings Indemnitee and to determine whether the Lessee in which case the fees and when to settle any expenses of such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations separate counsel shall be null for the account of the Lessee. All fees and void with regard to such assessmentexpenses shall be paid periodically as incurred. Whenever any Taxing Authority asserts a claimSo long as no Default or Event of Default shall be continuing, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent Lessee shall not be unreasonably withheld or delayed, to liable for any settlement of any such Claim effected without its consent unless the Lessee shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or indemnification hereunder, may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentClaim and enter into any good faith settlement thereof without the prior written consent of the Lessee. The Lessee shall not, then without the Purchasers indemnification obligation shall prior written consent (not to be null unreasonably withheld) of the Indemnitee, effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and void with regard to such assessmentgive each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the prosecution of any claim or lawsuit against any third party.

Contests. Whenever (a) After the Closing Date, Buyer shall notify Seller in writing of the commencement of any Governmental Authority asserts a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyer or Company which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 11.1, within fifteen (15) days after such commencement or the receipt of such demand or claim. Such notice to Seller shall contain factual information (to the extent known to Buyer or Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If Buyer fails to give Seller notice of an asserted Tax liability as required by this Section 11.3, makes an assessment then, if Seller is precluded by the failure to give such notice from contesting the asserted Tax liability in formal proceedings before either the administrative or otherwise disputes the amount judicial forum, then Seller shall not have any obligation to indemnify Buyer or Company for any loss arising out of Taxes such asserted Tax liability. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 11.1 (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”); provided, if informed of such an assertionhowever, inform the relevant Seller within ten business days, that Buyer and the relevant Seller Company and their duly appointed representatives shall have the right to control any resulting proceedings and to determine whether and when to settle participate in any such claimContest, assessment at their own expense, to the extent that such Contest relates to matters for periods after the Closing Date; and provided, further, that Seller shall obtain the consent of Buyer and Company prior to the resolution or settlement of any such dispute to the extent such proceedings or determinations affect it relates to matters after the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentClosing Date, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller elects to direct a Contest, within thirty (30) days after receipt of the notice of asserted Tax liability, Seller shall notify Buyer of its intent to do so, and Buyer shall cooperate and shall cause Company or its respective successor or successors to cooperate, at Seller’s expense, in each phase of such Contest. If Seller chooses to direct the Contest, Buyer promptly shall empower and cause Company or its successor to empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of Seller as it may designate to represent Buyer or Company or their respective successors in the Contest insofar as the Contest involves an asserted Tax for which Seller may be required to indemnify Buyer or Company under Section 11.1. If Seller elects not to direct the Contest, fails to provide notify Buyer of its election as herein provided or contests its obligation to indemnify under Section 11.1, Buyer or Company may pay, compromise or contest, at their own expense, such notice and such failure materially prejudices Purchaser's ability asserted Tax liability without prejudice to defend such assessment, then the Purchasers any right of Buyer or Company to indemnification obligation shall be null and void with regard to such assessmentif otherwise entitled thereto hereunder.

Contests. Whenever any Governmental Authority asserts a claim(i) The Charterer shall have the right, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreementat its sole -------- cost and expense, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business daysto investigate, and the relevant Seller right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 12.1, and each Indemnitee and each member of a Related Indemnitee Group shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith, provided that the Charterer shall not have the right without the consent of the -------- Indemnitee to defend, contest or compromise any Claim with respect to any Indemnitee or any member of its Related Indemnitee Group: (A) if a Specified Charter Event of Default shall have occurred and be continuing; or (B) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee or any member of its Related Indemnitee Group, in which event the Indemnitee (or, in the case of clause (B) only, the Owner Participant and/or the Lenders, as the case may be) shall be entitled to control any resulting proceedings and to determine whether and when to settle any assume responsibility for the defense of such claim, assessment or dispute to Claim at the extent expense of the Charterer but shall consult in good faith with the Charterer regarding such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except defense. The Charterer agrees that Purchaser shall have the right to consent, which consent it will not settle a Claim against an Indemnitee without the consent of such Indemnitee if the settlement requires the admission by such Indemnitee that it has engaged in illegal conduct. During the continuance of a Charter Event of Default, the Charterer shall not compromise any claim without the consent of the relevant Indemnitee unless such claim is simultaneously released or discharged, such consent not to be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentwithheld.

Contests. Whenever If any Governmental Authority asserts claim shall be made against any Indemnitee or -------- if any proceeding shall be commenced against any Indemnitee (including a claimwritten notice of such proceeding) for any Imposition as to which the Lessee may have an indemnity obligation pursuant to this Section 27.3, makes or if any Indemnitee shall determine that any Imposition to which the Lessee may have an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity obligation pursuant to this Section 27.3 may be liable payable, such Indemnitee shall, within thirty (30) days, notify the Lessee in writing (provided that failure to so notify the Lessee within thirty (30) days shall not alter such Indemnitee's rights under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Section 27.3 except to the extent such proceedings failure precludes the ability to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or determinations affect Impositions without the amount written consent of Taxes for which the Lessee (such Seller may be liable under this Agreement, except that Purchaser shall have the right consent not to consent, which consent will not be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, -------- ------- if such Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall in such notice to the Lessee, so inform the Lessee, and such Indemnitee shall not take any action with respect to such claim, proceeding or Impositions without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee unless such Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period. The Lessee shall be entitled for a period of sixty (60) days from receipt of such notice from such Indemnitee (or such shorter period as such Indemnitee has notified the Lessee is required by law or regulation for such Indemnitee to commence such contest), to request in writing that such Indemnitee contest the imposition of such Tax, at the Lessee's expense. If (x) such contest can be pursued in the name of the Lessee and independently from any settlement other proceeding involving a Tax liability of such Indemnitee for which the Lessee has not agreed to indemnify such Indemnitee or (y) such Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided, that by taking control of the contest, the Lessee acknowledges that it is responsible for the Impositions ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Lessee, such Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or such Indemnitee required to contest) any claim (A) if such Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Indemnitee in its sole discretion in respect to such risk, (B) if a Lease Event of Default has occurred and is continuing, unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Indemnitee in its sole discretion in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder is reasonably foreseeable in connection with the contest of such claim, (C) unless the Lessee shall have agreed to pay and shall pay, to such Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnitee may incur in connection with contesting such Impositions including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Tax prior to the contest, unless the Lessee shall provide to such Indemnitee an interest-free advance in an amount equal to the Impositions that the Indemnitee is required to pay (with no additional net after-tax costs to such Indemnitee). In addition, for Indemnitee controlled contests and claims contested in the name of such Indemnitee in a public forum, no contest shall be required: (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee with respect to any period for which the Lessee may be liable to pay an indemnity under this Section 27.3(b)) exceeds $100,000 and (B) unless, if requested by such Indemnitee, the Lessee shall have provided to such Indemnitee an opinion of counsel selected by the Lessee and reasonably acceptable to such Indemnitee (except, in the case of income taxes indemnified hereunder, in which case such opinion shall be an opinion of independent tax counsel selected by such Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim (or, in the case of an appeal of an adverse determination, and opinion of such counsel to the effect that there is substantial authority for the position asserted in such appeal). In no event shall an Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Indemnitee shall not be required to contest any claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 27.3(b), unless there shall have been a change in law (or interpretation thereof) and the Indemnitee shall have received, at the Lessee's expense, an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Indemnitee stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Indemnitee will prevail in such contest. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 27.3(b). Notwithstanding anything in this Section 27.3(b) to the contrary, no Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 27.3 (and with respect to which contest is required under this Section 27.3(b)) without the prior written consent of the Lessee, unless such proceedings or Indemnitee waives its right to be indemnified under this Section 27.3 with respect to such claim. No settlement materially affect the amount of Taxes for which Purchaser any contest may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Sellermade by the Lessee without the Indemnitee's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to written consent, which consent shall not be unreasonably withheld or delayed, to any settlement withheld. Notwithstanding anything contained herein to the extent contrary, a Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable Indemnitee shall waive its right to indemnification under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void Section 27.3 with regard respect to such assessmentclaim (and any claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such waiver).

Contests. Whenever (a) Buyer agrees to give prompt written notice to Seller Representative of the receipt of any Governmental Authority asserts a written notice by the Company, Buyer or any of Buyer’s Affiliates which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment indemnity may be sought by any Buyer Indemnitee pursuant to this Article VII (a “Tax Claim”); provided, that failure to comply with this provision shall not affect a Buyer Indemnitee’s right to indemnification hereunder except to the extent the defense of the Claim is prejudiced thereby. (b) Within fifteen (15) Business Days after receipt by Seller Representative of a notice respecting a Tax Claim, the Seller Representative may elect, so long as Sellers have an obligation to indemnify Buyer Indemnitees hereunder with respect to such Tax Claim, by written notice to Buyer, to contest the Tax Claim in the name of the Company. If Seller Representative so elects, Sellers shall be solely responsible for the defense of the item or items at issue to the extent it relates to a Pre-Closing Tax Period, except that (a) the Seller Representative will keep Buyer informed with respect to the commencement, status and nature of any such proceeding, and will reasonably cooperate with Buyer and consult with Buyer regarding the conduct of or positions taken in any such proceedings in the event the settlement would create a Tax liability on part of Buyer, and (b) Sellers will not enter into any settlement or otherwise disputes compromise any such proceeding without the amount prior written consent of Taxes for which Buyer (such consent not to be unreasonably withheld, conditioned or delayed) if such settlement would have the effect of materially increasing the Tax liability or materially reducing any Tax asset of the Company in respect of any Post-Closing Tax Period. Buyer will cause the Company to reasonably cooperate, in the contest of such Tax Claim by making relevant documents and employees available to Sellers are or and/or Seller Representative, and to execute such documents (including powers of attorney) as may be liable reasonably necessary to allow Sellers and/or Seller Representative to conduct the defense. (c) With respect to any other Tax Claim, including a Tax Claim related to a Straddle Period and a Tax Claim that the Seller does not elect to control, Buyer shall have sole responsibility for the defense of the item or items at issue provided (a) Sellers will have the right (but not the duty) to participate in the defense of such proceeding and to employ counsel, at their own expense, separate from counsel employed by Buyer, (b) Buyer will keep Sellers informed with respect to the commencement, status and nature of any such proceeding, and will reasonably cooperate with Sellers and consult with them regarding the conduct of or positions taken in any such proceeding, and (c) Buyer will not enter into any settlement or otherwise compromise any such proceeding without the prior written consent of the Seller Representative if Sellers would be obligated to pay or indemnify with respect to a Tax under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever A. The Managing Member, in its capacity as the TMP, shall inform the Investor Member promptly of any Governmental Authority asserts oral or written communication or request for information which the Managing Member may receive from, or conference with, the IRS directly related to an administrative proceeding with respect to the Company, the Project or the Historic Tax Credit relating to the Project. B. The Managing Member, in its capacity as the TMP, shall confer with the Investor Member and its counsel before responding to any notice, letter, request for information, request for inspection of documents, subpoena or other correspondence or item of communication or document received by the Managing Member, from, or oral request made by, the IRS which is directly related to an administrative proceeding with respect to the Company, Project or the Historic Tax Credit relating to the Project. C. If the Managing Member desires to contest a claimdetermination by the IRS with respect to a Company tax item that would result in an adjustment, makes an assessment Tax Indemnity Payment, distribution, or otherwise disputes other payment under the amount provisions of Taxes for which Sellers are Section 5.3 (a “Deficiency Amount”) and the Investor Member objects to such a contest, the Investor Member shall waive in writing its right to receive distributions or may payments under this Agreement with respect to that Company item and the Managing Member shall waive in writing its right as TMP to pursue the contest with respect to the Company item. D. If the Managing Member and the Investor Member want to contest a determination by the IRS with respect to a Company tax item, then the Company shall be liable for the Costs of Contest, and (i) the Investor Member shall select Qualified Counsel for the contest, which counsel shall be reasonably satisfactory to the Managing Member, and shall control the contest, or (ii) if either (a) the credit quality (in the reasonable judgment of the Investor Member) of the Guarantor has not decreased materially from that set forth in its audited financial statements dated as of December 31, 1999, or (b) the Managing Member provides the Investor Member security, in a form reasonably satisfactory to the Investor Member, in an amount necessary to secure the Managing Member’s obligations that may become due under this Agreement, Purchaser shall, Agreement if informed the conflict were not resolved favorably for the Company and the Managing Member agrees in writing that all amounts due to the IRS as a result of the resolution of such an assertioncontest are indemnified by the Managing Member, inform then the relevant Seller within ten business daysTMP shall select Qualified Counsel for the contest, which counsel shall be reasonably satisfactory to the Investor Member, and shall control the contest. E. If the Managing Member does not want, and the relevant Seller Investor Member does want, to contest a determination by the IRS with respect to a Company tax item, the Investor Member shall have select Qualified Counsel and control the right to control any resulting proceedings and to determine whether and when to settle any such claimcontest and, assessment or dispute if the credit quality (in the reasonable judgment of the Investor Member) of the Guarantor has not decreased materially from that set forth in its audited financial statements dated as of December 31, 1999, the Managing Member shall provide the Investor Member with security in a form reasonably satisfactory to the extent such proceedings or determinations affect Investor Member, in an amount equal to the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable due under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business daysdetermination was not contested, and, in any casewhether or not such security is required to be given, Purchaser the Managing Member shall have be liable for the right to control any resulting proceedings Deficiency Amount that results from the contest, and to determine whether shall pay that Deficiency Amount and when to settle any such claimalso shall be liable for the Costs of Contest, assessment or disputeprovided, except that Sellers shall have however, the right to consent, which consent Managing Member’s maximum liability shall not be unreasonably withheld exceed the maximum liability it would have had were the determination not contested. F. If the Managing Member timely pays the full amount due under Section 5.4D or delayed5.4E, as applicable, the Investor Member shall release the security given pursuant to Section 5.4D or 5.4E as applicable, or, if the full amount is not timely paid, the Investor Member may apply or otherwise realize upon any settlement and all security given by the Managing Member to the extent such proceedings settlement affects satisfy the amount due under Section 5.4D or 5.4E, as applicable. G. In the event of Taxes for which Sellers are or may be liable under any conflict between the provisions of this Agreement. If Seller fails to provide such notice Section 5.4 and such failure materially prejudices Purchaser's ability to defend such assessmentthe provisions of Section 7.9, then the Purchasers indemnification obligation provisions of this Section 5.4 shall be null and void with regard to such assessmentapply.

Contests. Whenever (i) Buyer will immediately notify Sellers in writing of any Governmental Authority asserts a claim, makes an proposed assessment or otherwise disputes claim or the amount commencement of any Tax Proceeding which, if determined adversely, could result in a liability to Sellers under this Agreement or which could cause an adjustment in the Tax liability of Sellers or their Affiliates. Sellers will immediately notify Buyer in writing of any proposed assessment or claim or the commencement of any Tax Proceeding which, if determined adversely, could affect the determination of Taxes to which the Company may be subject in or for which Post-Closing Tax Periods, but only to the extent that Sellers are or may be liable under this Agreementnotified thereof. In each case, Purchaser shallsuch notice shall contain factual information to the extent known, if informed of such an assertion, inform describing the relevant Seller within ten business daysasserted Tax liability in reasonable detail, and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. (ii) In the relevant Seller shall case of a Tax Proceeding that relates to any Pre-Closing Tax Period, Sellers will have the right at their own expense to control the conduct of such Tax Proceeding including settling or compromising the issue or matter except if such settlement or compromise affects the Tax liability of the Company for any resulting proceedings and to determine whether and when to settle any such claimPost-Closing Tax Period, assessment in which case no settlement or dispute to compromise shall be made without the extent such proceedings or determinations affect the amount consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentBuyer, which consent will shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementwithheld. If Purchaser fails Sellers elect to provide direct such notice Tax Proceeding, Sellers shall, within 30 days of its becoming aware of any Tax Proceeding, notify Buyer of Sellers' intent to do so, and Buyer shall cooperate and shall cause the Company to fully cooperate, at Sellers' expense, in each phase of the Tax Proceeding. If Sellers elect not to direct such failure shall materially prejudice a Seller's ability to defend such assessmentTax Proceeding, then Buyer or the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claimCompany, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed as applicable, may assume control of such an assertionTax Proceeding (at Buyer's expense); provided, inform Purchaser within 10 business dayshowever, andin such case, Buyer shall provide Sellers with a timely and reasonably detailed account of each phase of the Tax Proceeding, and neither Buyer nor the Company may settle or compromise any asserted liability without the prior written consent of Sellers, which shall not be unreasonably withheld. In any event, Sellers may participate, at their own expense, in any caseTax Proceeding related to any Pre-Closing Tax Period, Purchaser shall have and Buyer may participate, at its own expense, in any Tax Proceeding related to any Taxes which could affect the right determination of Taxes to control which the Company may be subject in or for any resulting proceedings Post-Closing Tax Period. (iii) In the case of any Tax Proceeding that relates to any Tax for any Straddle Period, Sellers may elect to direct and to determine whether and when to settle any control, through counsel of their own choosing, such claim, assessment audit or disputeProceeding, except that Sellers shall have may not settle or compromise the right issue or matter if such settlement or compromise affects the Tax liability of the Straddle Period allocated to consentthe Company under Section 6.04(d), without the consent of Buyer, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementwithheld. If Seller fails Sellers elect to direct such Tax Proceeding, Sellers shall, within 30 days of their becoming aware of any such Tax Proceeding, notify Buyer of Sellers' intent to do so, and Buyer shall cooperate and shall cause the Company to fully cooperate, at Sellers' expense, in each phase of the Tax Proceeding. If Sellers elect not to direct such Tax Proceeding, Buyer or the Company, as applicable, may assume control of such Tax Proceeding (at Buyer's expense); provided, however, in such case, Buyer shall provide such notice Sellers with a timely and such failure materially prejudices Purchaser's ability reasonably detailed account of each phase of the Tax Proceeding, and neither Buyer nor the Company may settle or compromise any asserted liability without the prior written consent of Sellers, which shall not be unreasonably withheld. In any event, Sellers may participate, at their own expense, in any Tax Proceeding related to defend such assessmenta Straddle Period. Except as provided otherwise in this Section 6.04(g), then Buyer will control, at its own expense, any and all Tax Proceedings of the Purchasers indemnification obligation shall be null and void with regard to such assessmentCompany.

Contests. Whenever If any Governmental Authority asserts claim shall be made against any Indemnified Party or if any proceeding shall be commenced against any Indemnified Party (including a claimwritten notice of such proceeding) for any Imposition as to which the Lessee may have an indemnity obligation pursuant to this Section 6.3, makes or if any Indemnified Party shall determine that any Imposition with respect to which the Lessee may have an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity obligation pursuant to this Section 6.3 may be liable payable, such Indemnified Party shall promptly notify the Lessee in writing (PROVIDED that failure to so notify the Lessee shall not alter such Indemnified Party's rights under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Section 6.3 except to the extent such proceedings failure effectively precludes or determinations affect materially adversely affects the amount ability to conduct a contest of Taxes for which any Impositions) and shall not take any action with respect to such Seller may be liable under this Agreementclaim, except that Purchaser shall have proceeding or Imposition without the right written consent of the Lessee (such consent not to consent, which consent will not be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; PROVIDED, HOWEVER, that in the case of any such claim or proceeding, if such Indemnified Party shall be required by law or regulation to any settlement take action prior to the extent end of such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide 30-day period, such Indemnified Party shall in such notice to the Lessee, so inform the Lessee and such failure Indemnified Party shall materially prejudice a Seller's ability not take any action with respect to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment proceeding or dispute, except that Sellers shall have Imposition without the right consent of the Lessee (such consent not to consent, which consent shall not be unreasonably withheld or unreasonably delayed) for 10 days after the receipt of such notice by the Lessee unless such Indemnified MW 1997-1 Trust Participation Agreement Party shall be required by law or regulation to take action prior to the end of such 10-day period. The Lessee shall be entitled for a period of 30 days from receipt of such notice from such Indemnified Party (or such shorter period as such Indemnified Party has notified the Lessee is required by law or regulation for such Indemnified Party to commence such contest), to request in writing that such Indemnified Party contest in good faith the imposition of such Tax, at the Lessee's expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party, (y) such contest must be pursued in the name of such Indemnified Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party or (z) such Indemnified Party so requests, then the Lessee shall be permitted to control the contest of such claim, PROVIDED that in the case of a contest described in clause (y), if such Indemnified Party determines reasonably and in good faith that such contest by the Lessee could have a material adverse impact on the business or operations of such Indemnified Party and provides a written explanation to the Lessee of such determination, such Indemnified Party may elect to control or reassert control of the contest, and PROVIDED that by taking control of the contest, the Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and PROVIDED, FURTHER, that in determining the application of clauses (x) and (y) above, each Indemnified Party shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, such Indemnified Party shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or such Indemnified Party be required to contest) any claim, (A) if such Indemnified Party provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Equipment or any part thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Indemnified Party in respect to such risk, (B) if an Event of Default has occurred and is continuing, (C) unless the Lessee shall have agreed to pay and shall pay, to such Indemnified Party on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnified Party actually incurs in connection with contesting such Imposition including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Tax prior to the contest, unless the Lessee shall provide to such Indemnified Party an interest-free advance in an amount equal to the Imposition that the Indemnified Party is required to pay (with no additional net after-tax costs to such Indemnified Party). In addition for Indemnified Party controlled contests and claims contested in the name of such Indemnified Party in a public forum, no contest shall be required: (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving any or all such Indemnified Parties with respect to any period for which the Lessee may be liable to MW 1997-1 Trust Participation Agreement pay an indemnity under this Section 6.3(b)) exceeds $250,000 and (B) unless, if requested by such Indemnified Party, the Lessee shall have provided to such Indemnified Party an opinion of counsel selected by the Lessee (which may be in-house counsel) (except, in the case of income Taxes indemnified hereunder, in which case such opinion shall be an opinion of independent tax counsel selected by such Indemnified Party and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim (or, in the case of an appeal of any adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail). In no event shall an Indemnified Party be required to appeal an adverse judicial determination to the United States Supreme Court. The party controlling the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, PROVIDED, HOWEVER, that if such Indemnified Party is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Indemnified Party rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Indemnified Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the non-controlling party reasonably informed as to the progress of the contest, and shall provide the non-controlling party with a copy of (or appropriate excerpts from) and reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnified Party shall, at the Lessee's expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent such proceedings permitted by this Section 6.3(b). Notwithstanding anything in this Section 6.3(b) to the contrary, no Indemnified Party shall enter into any settlement affects the amount of Taxes or other compromise or fail to appeal an adverse ruling with respect to any claim for which Sellers are or it may be liable entitled to be indemnified under this Agreement. If Seller fails Section 6.3 (and with respect to provide which contest is required under this Section 6.3(b)) without the prior written consent of the Lessee, unless such notice and such failure materially prejudices Purchaser's ability Indemnified Party waives its right to defend such assessment, then the Purchasers indemnification obligation shall be null and void indemnified under this Section 6.3 with regard respect to such assessmentclaim. Notwithstanding anything contained herein to the contrary, an Indemnified Party will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Indemnified Party shall waive its right to indemnification under this Section 6.3 with respect to such claim (and any claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such waiver).

Contests. Whenever (a) After the Closing, Purchaser shall promptly notify Seller or Seller shall promptly notify Purchaser in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in a contest ("Contest") of Purchaser or Seller which, if determined adversely to the amount of Taxes taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle 6. (b) For all Consolidated Returns for any group of which Seller or any of its Affiliates is a member, Purchaser shallSeller shall control all such Contests in connection therewith. Seller will not settle any such Contest in a manner which would adversely affect the Company after the Closing Date without the prior written consent of Purchaser. Prior to the Closing Date, if informed Seller shall control all Contests relating to Company. After the Closing Date, in the case of such an assertiona Contest that relates to a non-Consolidated Return (or any item relating thereto or reported thereon) for a Taxable Period ending on or before the Closing Date, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and the conduct of such Contest. Purchaser shall control Contests relating to determine whether and when to settle Company for all other Taxable Periods. If Seller does not assume the defense of any such claimContest for a Taxable Period ending on or before the Closing Date, assessment or dispute Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such contest after giving ten days prior written notice to Seller setting forth the extent such proceedings or determinations affect terms and conditions of settlement. In the amount event of Taxes a Contest controlled by Seller that involves issues relating to a potential adjustment for which such Seller may has liability, required to be liable under this Agreement, except dealt with in a proceeding that Purchaser shall have the right also involves separate issues relating to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes a potential adjustment for which Purchaser may would be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any caseliable, Purchaser shall have the right right, at its expense, to control the Contest but only with respect to the latter issues. (c) With respect to issues relating to a potential adjustment relating to non-Consolidated Returns (or any resulting proceedings item relating thereto or reported thereon) for which both Seller and Purchaser could be liable, (i) each party may participate in the Contest at its own cost or expense, and (ii) the Contest shall be controlled by Purchaser; provided, however, Purchaser may not settle any Contest without the prior consent of Seller if such settlement would result in an increase in the indemnification obligation of Seller pursuant to determine whether and when this Agreement. (d) Neither Purchaser nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Contest which would adversely affect the other party for such claim, assessment year or dispute, except that Sellers shall have a subsequent year without the right to consentwritten consent of the other party, which consent shall may not be unreasonably withheld withheld. Purchaser and Seller agree to cooperate, and Purchaser agrees to cause the Company to cooperate, in the defense against or delayed, to compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentclaim in any Contest.

Contests. Whenever The Buyer shall promptly notify the Sellers' Representative in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 6.4; PROVIDED, HOWEVER, that a failure to give such notice will not affect the Buyer's right to indemnification hereunder, except to the extent, if any, that, but for such failure, the Sellers' Representative could have avoided the Tax liability in question. In the case of an audit or administrative or judicial proceeding that relates to any Pre-Closing Period, PROVIDED that within 30 days after the Sellers' Representative receives the written notice from the Buyer required under this Section 6.4(k) and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers' Representative acknowledges in writing the Sellers' liability under this Section 6.4 to hold the Buyer and the Company harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding, inform the relevant Seller within ten business days, and the relevant Seller Sellers' Representative shall have the right at his, her or its own expense to control the conduct of such audit or proceeding; PROVIDED, HOWEVER, that the Sellers' Representative shall not settle or otherwise compromise any resulting proceedings and to determine whether and when to settle issue or matter without the Buyer's prior written consent if such issue or matter will have a material affect on the Tax liability of the Buyer or the Company for a post-Closing taxable year or period (or for an Interim Period). The Buyer also may participate in any such claimaudit or proceeding at its own expense and, assessment if the Sellers' Representative does not assume the defense of any such audit or dispute proceeding, the Buyer may, without any effect to its or the Company's right to indemnification under this Section 6.4, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. Except as provided otherwise in this Section 6.4(k), the Buyer shall control at its own expense any and all audit, administrative and judicial proceedings related to the extent such proceedings Company or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a SellerCompany's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTaxes.

Contests. Whenever (a) After the Effective Time, the Purchaser -------- shall promptly notify the Partners in writing of the commencement of any Governmental Authority asserts Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser or KBC which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 8.02. Such notice shall contain factual information (to the extent known to the Purchaser or KBC) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Partners prompt notice of an asserted Tax liability as required by this Section 8.05, then (i) if the Partners are precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then the Partners shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, and (ii) if the Partners are not so precluded from contesting but such failure to give prompt notice results in a claimdetriment to the Partners, makes an assessment or then any amount which the Partners are otherwise disputes required to pay the Purchaser pursuant to Section 8.02 with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) The Partners shall control in their sole and absolute discretion, and the Purchaser and KBC shall cooperate with the Partners with respect to, any audit, controversy or administrative or judicial proceeding relating to Income Tax Returns of KBC or the Partners for any taxable period ending at or before the Effective Time. (c) The Partners may elect to control any audit, claim for refund and administrative or judicial proceeding involving any asserted Non-Income Tax liability with respect to which indemnity may be sought under Section 8.02 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If the Partners elect to direct a ------- Contest, they shall, within 30 calendar days of receipt of the notice of asserted Tax liability, notify the Purchaser of their intent to do so, and the Purchaser shall cooperate and shall cause KBC or its successor to cooperate, at the expense of the Partners, in each phase of such Contest. If the Partners elect not to control the Contest, fail to notify the Purchaser of their election as herein provided or contest their obligation to indemnify under Section 8.02, the Purchaser or KBC may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, neither the Purchaser nor KBC may settle or compromise any asserted liability over the objection of the Partners; provided, however, that consent to settlement or compromise shall not be -------- ------- unreasonably withheld. In any event, the Partners may participate, at their own expense, in the Contest. If the Partners choose to direct the Contest, the Purchaser shall promptly empower and shall cause KBC or its successor promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of the Partners as it may designate to represent the Purchaser or KBC or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which Sellers are or may the Partners would be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 8.02.

Contests. Whenever (a) After the Closing Date, the Buyer shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the amount Company or any of Taxes its Subsidiaries which, if determined adversely to the Company or relevant Subsidiary, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle 7; provided, Purchaser shall-------- however, that a failure to give such notice will not affect a Buyer Indemnified ------- Person's right to indemnification hereunder except to the extent, if informed any, that, but for such failure, the Sellers could have avoided the Tax liability in question. (b) In the case of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute to the extent such proceedings administrative or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except judicial proceeding that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, relates to any settlement to Pre-Closing Period, the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right at their own expense to consentcontrol the conduct of such audit or proceeding; provided -------- that within 30 days after the Sellers have received the written notice from the Buyer that is required under Section 7.3(a) above, and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers acknowledge in writing their joint liability under Section 7.3(b)(i) of this Agreement to hold any Buyer Indemnified Person harmless against the full amount of any adjustment which may be made as a result of such audit or proceeding that relates to the Pre-Closing Period (to the extent such amount exceeds the Closing Balance Sheet Tax Reserve after giving effect to all prior and concurrent payments made pursuant to Section 7.3(b)(i) of this Agreement to any Buyer Indemnified Person); provided, further, that the Sellers may not agree -------- ------- to a settlement or compromise to any such audit or proceeding that may reasonably be expected to have an adverse effect on the tax liability of the Company for a taxable period after the Closing Date without the prior written consent of the Buyer; provided, -------- further, that if the Buyer does not consent to such settlement or compromise, ------- the Sellers' liability to indemnify the Buyer as a result of such audit or proceeding shall be limited to the amount that the Sellers would have paid had the Buyer consented to such settlement or compromise. The Buyer also may participate in any such audit or proceeding at its own expense and, if the Sellers do not assume the defense of any such audit or proceeding, the Buyer may defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to any Buyer Indemnified Person's right to indemnification under this Article 7. (c) In the case of an audit or administrative or judicial proceeding that relates to the Interim Period, the Buyer shall have the right at its own expense to control the conduct of such audit or proceeding; provided that the -------- Buyer may not agree to a settlement or compromise in any such audit or proceeding without the prior written consent of the Seller's Representative (as defined in Section 12.5 below), which consent shall not be unreasonably withheld withheld. The Sellers also may participate in any such audit or delayedproceeding at their own expense and, to if the Buyer does not assume the defense of any settlement such audit or proceeding, the Sellers may defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable Sellers' right to indemnification under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentArticle 7.

Contests. Whenever (a) After the Closing, each party to this Agreement (whether Buyer or the Shareholder Representatives, as the case may be) shall promptly notify the other party in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of any other Person with respect to Taxes for which Sellers are such other party is liable pursuant to Section 8.02 or Section 8.03 of this Agreement; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under Article VIII, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax liability. (b) The Shareholder Representatives shall control the conduct, through counsel of its own choosing at its own expense, of any Action, audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of the Subsidiaries (any such Action, audit, claim for refund, or proceeding relating to an asserted Tax liability in respect of which an indemnity may be liable under this Agreementsought by Buyer pursuant to Section 8.02(a)(iii) referred to herein as a “Tax Claim”) relating to Pre-Closing Tax Periods. (c) In the case of a Contest that relates to Straddle Periods (as defined in Section 6.03 above), Purchaser shall, if informed Buyer shall control the conduct of such an assertionTax Claim, inform but the relevant Seller within ten business days, and the relevant Seller Shareholder Representatives shall have the right to control any resulting proceedings and to determine whether and when to settle any participate in such claim, assessment Tax Claim at their own expense (payable from the Shareholder Representatives’ Holdback or dispute pursuant to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Contribution Agreement, except that Purchaser shall have as applicable) and, with the right to consentwritten consent of Buyer, which consent will not be unreasonably withheld in Buyer’s sole discretion, and at their expense (payable from the Shareholder Representatives’ Holdback or delayed, to any settlement pursuant to the extent such proceedings or settlement materially affect Contribution Agreement, as applicable), may assume control of the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed conduct of such an assertionTax Claim. Neither Buyer, inform Purchaser within 10 business daysthe Company nor any of the Subsidiaries shall settle, and, in any case, Purchaser shall have compromise and/or concede such Tax Claim without the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have consent of the right to consentShareholder Representatives, which consent shall not be unreasonably withheld withheld, delayed or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementconditioned. If Seller Buyer fails to provide assume control of the conduct of any such Tax Claim within a reasonable period following the receipt by Buyer of notice of such Tax Claim, the Shareholder Representatives shall have the right to assume control of such Tax Claim and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard able to settle, compromise and/or concede such assessmentTax Claim in their sole discretion.

Contests. Whenever Following the Closing, Purchaser shall control all Contests (as defined below) relating to Taxes of the Company or any Governmental Authority asserts of its Subsidiaries, except as otherwise provided in this Section 10.4. In the case of a claim, makes an assessment Contest that relates solely and exclusively to Pre-Closing Periods or otherwise disputes the amount of Taxes for which Sellers are or Purchaser may be liable otherwise seek indemnification from Seller under this Agreement; provided, that Seller shall have acknowledged its obligation to indemnify Purchaser shallunder this Article X, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right right, at its expense, to control any resulting proceedings the conduct of such Contest, and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentright, which consent will not be unreasonably withheld or delayedat its expense, to any settlement participate in such Contest. In the case of a Contest that relates to Pre-Closing Periods and Post-Closing Periods, provided Seller shall have acknowledged its obligation to indemnify Purchaser under this Article X, Seller shall have the extent right, bearing its own expenses, to jointly conduct such proceedings or settlement materially affect the amount of Taxes Contest with Purchaser with respect to Tax items for which Purchaser may be liable under this Agreementseek indemnification from Seller. If Purchaser fails Seller chooses not to provide control such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentContest, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right right, at its expense, to control participate in such Contest. The Party controlling a Contest for a Pre-Closing Period shall in any resulting proceedings event keep the other Party informed of the progress of such Contest, shall promptly provide the other Party with copies of all material documents (including material notices, protests, briefs, written rulings and determinations and correspondence) pertaining to determine whether such audit or proceeding and when to shall not settle any such claim, assessment or dispute, except that Sellers shall have Contest without the right to other Party’s advance written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. For purposes of this Agreement, a “Contest” is any audit, administrative or judicial proceeding or other dispute with respect to any settlement to the extent such proceedings settlement Tax matter that affects the amount Company or any of Taxes for which Sellers are or its Subsidiaries, as the case may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentbe.

Contests. Whenever After the Closing Date, Parent shall promptly notify the Representative of the receipt of any Governmental Authority asserts a written notice by the Surviving Corporation, Parent or any of Parent’s affiliates which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment indemnity may be sought by Parent pursuant to Article VIII (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Parent’s right to indemnification hereunder, except to the extent the Sellers shall have been materially prejudiced by such failure. The Representative shall be entitled (at the Sellers’ expense) to participate and, at its option, take control of the defense of any pending or otherwise disputes threatened Tax Claim, in whole or in part (including any resulting litigation), and to employ counsel of its choice at its expense. If the amount Representative elects to assume the defense of a Tax Claim, the Representative shall keep Parent reasonably informed of all material developments relating to such Tax Claim, and shall allow Parent sufficient notice and opportunity to participate in the Tax Claim to the extent of any claims for Taxes for which Sellers are Parent (or the Company or any Subsidiary) may be liable. Neither Parent nor the Representative shall settle or compromise (or cause to be settled or compromised) a matter involving a claim for Taxes for which the other party may be liable under this Agreement, Purchaser shall, if informed Agreement without the prior written consent of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentother party, which consent shall not be unreasonably withheld or delayed, conditioned or withheld, unless Parent or the Representative, as the case may be, waives the right to be indemnified for the issue being conceded or settled. To the extent the Representative elects to control a Tax Claim pursuant to this Section 7.3, the Representative shall use (and shall cause the Sellers and their affiliates to use) its commercially reasonable efforts to separate from any settlement such Tax Claim any item in respect of which an indemnity is not sought by Parent pursuant to Article VIII, and to permit, to the greatest extent possible, Parent to control the contest of any such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentitem.

Contests. Whenever If any Governmental Authority asserts claim shall be made against any Indemnified Party or Lessor Party or if any proceeding shall be commenced against any Indemnified Party or Lessor Party (including a claim, makes an assessment or otherwise disputes the amount written notice of Taxes such proceeding) for any Tax as to which Sellers are or there may be liable an indemnity obligation pursuant to this Section 5.04 or Section 9.26, such Indemnified Party or Lessor Party shall promptly (and in any event, within thirty (30) days) notify the Company in writing (provided that failure to so notify the Company within thirty (30) days shall not alter the Indemnified Party's or Lessor Party's rights under this AgreementSection 5.04 or Section 9.26, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute except to the extent such proceedings failure precludes or determinations affect materially adversely affects the amount ability to conduct a contest of Taxes for which any indemnified Taxes) and shall not take any action with respect to such Seller may be liable under this Agreementclaim, except that Purchaser shall have proceeding or Tax without the right written consent of the Company (such consent not to consent, which consent will not be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Company; provided, however, that in the case of any such claim or proceeding, if such Indemnified Party or Lessor Party shall be required by law or regulation to any settlement take action prior to the extent end of such proceedings 30-day period, such Indemnified Party or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide Lessor Party shall in such notice to the Company, so inform the Company, and such failure Indemnified Party or Lessor Party shall materially prejudice a Seller's ability not take any action with respect to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment proceeding or dispute, except that Sellers shall have Tax without the right consent of the Company (such consent not to consent, which consent shall not be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Company unless such Indemnified Party or Lessor Party shall be required by law or regulation to take action prior to the end of such 10-day period. The Company shall be entitled for a period of thirty (30) days from receipt of such notice from the Indemnified Party or Lessor Party (or such shorter period as the Indemnified Party or Lessor Party has notified the Company is required by law or regulation for the Indemnified Party or Lessor Party to commence such contest), to request in writing that the Indemnified Party or Lessor Party contest the imposition of such Tax, at the Company's sole cost and expense. If (x) such contest can be pursued in the name of the Company and independently from any other proceeding involving a Tax liability of such Indemnified Party or Lessor Party for which the Company has not agreed to indemnify such Indemnified Party or Lessor Party, (y) such contest must be pursued in the name of such Indemnified Party or Lessor Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party or Lessor Party for which the Company has not agreed to indemnify such Indemnified Party or Lessor Party or (z) such Indemnified Party or Lessor Party so requests, then the Company shall be permitted to control the contest of such claim, provided, that by taking control of the contest, the Company acknowledges that it is responsible for the Tax ultimately determined to be due by reason of such claim, provided further that in the case of a contest described in clause (x), (y) or (z), if such Indemnified Party or Lessor Party reasonably determines in good faith that such contest by the Company could have a material adverse impact on the business or operations of such Indemnified Party or Lessor Party and provides a written explanation to the Company of such determination, such Indemnified Party or Lessor Party may elect to control or reassert control of the contest, and provided further, that in determining the application of clauses (x) and (y) of this sentence, such Indemnified Party or Lessor Party shall take any and all reasonable steps to segregate claims for any Taxes for which the Company indemnifies hereunder from Taxes for which the Company is not obligated to indemnify hereunder, so that the Company can control the contest of the former. In all other claims requested to be contested by the Company, the Indemnified Party or Lessor Party shall control the contest of such claim and shall conduct such contest in good faith. In no event shall the Company be permitted to contest (or the Indemnified Party or Lessor Party be required to contest) any claim (A) if such Indemnified Party or Lessor Party provides the Company with a legal opinion of independent counsel that such action, suit or proceeding involves a material risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Property or any part of any thereof unless the Company shall have posted and maintained a bond or other security reasonably satisfactory to the relevant the Indemnified Party or Lessor Party in respect to such risk, (B) if an Event of Default has occurred and is continuing, unless the Company shall have posted and maintained a bond or other security satisfactory to the relevant Indemnified Party or Lessor Party in respect of the Taxes subject to such claim and any and all expenses for which the Company is responsible hereunder reasonably foreseeable in connection with the contest of such claim, (C) unless the Company shall have agreed in writing to pay and shall pay to the relevant Indemnified Party or Lessor Party within thirty (30) days of receipt of written demand therefor all reasonable out-of-pocket costs, losses and expenses that such Indemnified Party or Lessor Party may incur in connection with contesting such Tax including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Tax prior to the contest, unless the Company shall provide to the Indemnified Party or Lessor Party an interest-free advance in an amount equal to the Tax that the Indemnified Party or Lessor Party is required to pay (with no additional net after-tax costs (including Taxes) to such Indemnified Party or Lessor Party). In addition, for the Indemnified Party or Lessor Party controlled contests and claims contested in the name of the Indemnified Party or Lessor Party in a public forum, no contest shall be required (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnified Party or Lessor Party with respect to any period for which there may be an indemnity obligation under this Section 5.04 or Section 9.26) exceeds $75,000 and (B) unless, if requested by the Indemnified Party or Lessor Party, the Company shall have provided to the Indemnified Party or Lessor Party an opinion of independent tax counsel selected by the Company and reasonably acceptable to such Indemnified Party or Lessor Party, that a reasonable basis exists to contest such claim. In no event shall an Indemnified Party or Lessor Party be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if the Indemnified Party or Lessor Party is the controlling party and the Company recommends the acceptance of a settlement offer made by the relevant Governmental Authority and the Indemnified Party or Lessor Party rejects such settlement offer, then the amount for which the Company will be required to indemnify the Indemnified Party or Lessor Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party and its counsel reasonably informed as to the progress of the contest, and shall provide the noncontrolling party and its counsel with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agent or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. The Indemnified Party or Lessor Party shall supply the Company with such information and documents (or relevant portions thereof) reasonably requested by the Company as are necessary or advisable for the Company to participate in any action, suit or proceeding to the extent permitted by this Section 5.04(h) and the Company shall promptly reimburse such proceedings Indemnified Party or Lessor Party for the reasonable expenses of supplying such information or documents; provided, however, that the Indemnified Party or Lessor Party shall not be required to provide to the Company copies of its tax returns or any other information, documentation or materials that it deems to be confidential or proprietary. No Indemnified Party or Lessor Party shall enter into any settlement affects the amount of Taxes for or other compromise or fail to appeal an adverse ruling with respect to any claim which Sellers are or may is entitled to be liable indemnified under this Agreement. If Seller fails Section 5.04 or Section 9.26 (and with respect to provide which contest is required under this Section 5.04(h)) without the prior written consent of the Company (such notice and such failure materially prejudices Purchaser's ability consent not to defend such assessmentbe unreasonably withheld), then unless the Purchasers indemnification obligation shall Indemnified Party or Lessor Party waives its right to be null and void indemnified under this Section 5.04 or Section 9.26 with regard respect to such assessmentclaim. Notwithstanding anything contained herein to the contrary, the Indemnified Party or Lessor Party will not be required to contest (and the Company shall not be permitted to contest) a claim with respect to the imposition of any Tax if (i) the Indemnified Party or Lessor Party shall waive its right to indemnification under this Section 5.04 or Section 9.26 with respect to such claim (and any claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such waiver) or (ii) such Tax is the sole result of a claim of a continuing and consistent nature, which claim has previously been resolved against the relevant Indemnified Party or Lessor Party (unless a change in Law or facts has occurred since such prior adverse resolution and the Company provides an opinion of independent tax counsel reasonably acceptable to the Indemnified Party or Lessor Party to the effect that it is more likely than not that such change in Law or facts will result in a favorable resolution of the claim at issue).

Contests. Whenever Buyer agrees to give prompt written notice to Seller of the receipt of any Governmental Authority asserts a written notice by the Company, Buyer or any of Buyer’s Affiliates which involves the assertion of any claim, makes an assessment or otherwise disputes the amount commencement of any Action, in respect of Pre-Closing Taxes for which Sellers are or may be liable under this Agreement(a “Tax Claim”). Seller may, Purchaser shallat Seller’s expense, if informed assume the defense of any such an assertionTax Claim. If Seller assumes such defense, inform the relevant Seller within ten business days, and the relevant Seller shall will have the right to control (including selection of counsel) such Tax Claim and, without limiting the foregoing, may in its sole discretion pursue or forego any resulting proceedings and to determine whether all administrative appeals, proceedings, hearings and when to settle conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed or xxx for a refund where applicable Law permits such claim, assessment refund suits or dispute to contest the extent such proceedings or determinations affect the amount of Taxes for which such matter in any permissible matter. Seller may be liable under this Agreementnot, except that Purchaser shall have the right to without Buyer’s consent, which consent will shall not be unreasonably withheld or delayed, to resolve any settlement Tax Claim in a manner that would have an adverse effect on Buyer or the Company for a Post-Closing Tax Period. Buyer will cooperate with Seller with respect to the extent resolution of such proceedings Tax Claim and will not, without the prior consent of Seller, which shall not be unreasonably withheld or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementdelayed, take any action to settle, compromise or resolve any matter related to such Tax Contest. If Purchaser fails to provide such notice and such failure Seller does not assume the defense of a Tax Claim, Buyer shall materially prejudice a Seller's ability control the contest or resolution of any Tax Claim; provided, however, that Buyer shall have no obligation to defend such assessmentor participate in the defense of a Tax Claim. If Buyer defends or participates in the defense of a Tax Claim, then Buyer shall obtain the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount prior written consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, (which consent shall not be unreasonably withheld or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim; and, then the Purchasers indemnification obligation provided further, that Seller shall be null entitled to participate in the defense of such claim and void to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Seller. Seller shall pay all Buyer’s reasonable costs and expenses, including attorneys’ fees, incurred in connection with regard to any such assessmentTax Claim.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, a "Contest" is any audit, court proceeding or other dispute with respect to any tax matter that affects an Acquired Entity. Unless Purchaser has previously received written notice from Sellers of the existence of such Contest, Purchaser shall give written notice to Sellers of the existence of any Contest relating to a Tax matter arising in a period ending on or before the Effective Date within ten (10) days from the receipt by Purchaser of any written notice of such Contest, but no failure to give such notice shall relieve the Seller of any liability hereunder. Unless Sellers have previously received written notice from Purchaser of the existence of such Contest, the applicable Seller shall give written notice to Purchaser of the existence of any Contest for which Purchaser has responsibility within ten (10) days from the receipt by such Seller of any written notice of such Contest. Purchaser, on the one hand, and Sellers, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other's representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. Sellers shall, if informed of such an assertionat their election, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control represent an Acquired Entity's interests in any resulting proceedings Contest relating to a Tax matter arising in a period ending on or before the Effective Date, to employ counsel of its choice at their expense and to determine whether and when to settle any control the conduct of such claimContest, assessment including settlement or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreementother disposition thereof; provided, except however, that Purchaser shall have the right to consentconsult with the Sellers regarding any such Contest that may affect such Acquired Entity for any periods ending after the Closing Date at Purchaser's own expense; and provided further, that any settlement or other disposition of any such Contest may only be with the consent of Purchaser, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentwithheld.

Contests. Whenever Section 6.16.3.1 After the Closing, each party shall promptly notify the other party of any Governmental Authority asserts demand, claim or notice of the commencement of a claim, makes an assessment or otherwise disputes the amount of Tax Proceeding received with respect to Taxes for which Sellers are OpCo or may be Buyer is liable under pursuant to this Agreement; provided, Purchaser shallhowever, if informed that a party’s failure to give such notice will not affect the other party’s rights to indemnification under Section 9.8 except to the extent that the other party is materially prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of such an assertion, inform the relevant Seller within ten business daysportion of any notice or other document received from any Governmental Entity or any other Person in respect of any such asserted Tax liability. Section 6.16.3.2 At OpCo’s request and expense, Buyer shall contest (or cause to be contested) any asserted Pre-Closing Tax Period Tax liability for which OpCo may have an indemnity obligation under Section 9.8. If OpCo so elects, and acknowledges in writing its ability and obligation to indemnify the relevant Seller Parent Indemnified Parties for the Pre-Closing Tax Period Tax in question, OpCo shall control the conduct, through counsel of its own choosing and at its own expense, of any Tax Proceeding involving any asserted Pre-Closing Tax Period Tax liability with respect to the Company and/or its Subsidiaries relating to Pre-Closing Tax Period Taxes for which OpCo is exclusively liable pursuant to Section 9.8; provided that Buyer and its Affiliates shall have the right to control any resulting proceedings and to determine whether and when to settle any participate in such claimTax Proceeding, assessment or dispute to the extent such proceedings or determinations affect the amount including through counsel of Taxes for which such Seller may be liable under this Agreementtheir choosing, except that Purchaser at their own expense. OpCo shall have the right to consent, which consent will not be unreasonably withheld or delayed, keep Buyer fully informed on a timely basis of all matters relating to any Tax Proceeding controlled by OpCo hereunder. OpCo shall not accept any proposed adjustment or enter into any settlement to or agreement in compromise regarding any Tax Proceeding controlled by OpCo without the extent such proceedings or settlement materially affect the amount consent of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld or delayed. Notwithstanding any other provision in this Agreement, Buyer shall control the conduct of any Tax Proceeding which may materially adversely affect any Parent Indemnified Party (after taking into account OpCo’s indemnification obligations); provided, that Buyer shall not accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Tax Proceeding controlled by Buyer for which OpCo may have an indemnity obligation without the consent of OpCo (not to be unreasonably withheld or delayed), and, if the Tax Proceeding relates to a Pre-Closing Tax Period or Straddle Period, OpCo shall have the right to participate in any such proceeding at its own expense. Buyer shall keep OpCo fully informed on a timely basis of all matters relating to any settlement Tax Proceeding controlled by Buyer hereunder. Section 6.16.3.3 In the case of a Tax Proceeding that relates to a Straddle Period, Buyer shall control the conduct of such Tax Proceeding, but OpCo shall have the right to participate in such Tax Proceeding at its own expense if OpCo first acknowledges in writing its ability and obligation to indemnify the Parent Indemnified Parties for the portion of the Tax in question that relates to the extent portion of the Straddle Period ending on or before the Closing Date; provided, that Buyer shall not accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any such proceedings settlement affects the Tax Proceeding OpCo’s prior written consent (such consent not to be unreasonably withheld or delayed). Buyer shall keep OpCo fully informed on a timely basis of all matters relating to any Tax Proceeding controlled by Buyer hereunder. Section 6.16.3.4 Payment by OpCo of any amount of Taxes for which Sellers are or may be liable due under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation Section 9.8 shall be null and void made within ten (10) days following written notice by Buyer that payment of such amounts to the appropriate Governmental Entity or other applicable third party is due; provided that OpCo shall not be required to make any payment earlier than ten (10) days before it is due to the appropriate Governmental Entity or applicable third party. Payment by Buyer of any amount due under Section 9.8 shall be made within ten (10) days following written notice by OpCo that payment of such amounts to the appropriate Governmental Entity or other applicable third party is due; provided that Buyer shall not be required to make any payment earlier than ten (10) days before it is due to the appropriate Governmental Entity or applicable third party. In the case of a Tax that is contested in accordance with regard the provisions of this Section 6.16.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such assessmenteffect is made by such Governmental Entity. For this purpose, a “final determination” shall mean a settlement, compromise, or other agreement with the relevant Governmental Entity, a deficiency notice with respect to which the period for filing a petition with the Tax court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

Contests. Whenever Seller agrees to give written notice to Buyer, and Buyer agrees to give written notice to Seller, of the receipt of any Governmental Authority asserts a written notice which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment or otherwise disputes indemnity relating to any Tax may be sought by Buyer from Seller pursuant to this Agreement (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder. Seller may, at the amount Seller’s cost and expense, participate in and, upon written notice to Buyer (a “Defense Notice”), assume the defense of Taxes any Action relating solely to a Tax Claim, provided that (i) Seller provides such written notice within ten (10) days after becoming aware of the commencement of any Tax Claim, (ii) the defense of such Tax Claim can be conducted separately from the defense of any Action for which Sellers are or may be liable under Seller is not responsible pursuant to this Agreement, Purchaser shall(iii) counsel engaged by Seller is reasonably acceptable to Buyer, if (iv) Seller shall thereafter regularly consult with Buyer and keep Buyer informed of any material developments with respect to such an assertionTax Claim and (v) Seller shall not, inform without Buyer’s prior written consent (not to be unreasonably withheld, delayed or conditioned), agree to any settlement, or appeal any adverse determination, with respect to any Tax Claim (each such Tax Claim assumed by Seller, a “Seller Tax Claim,” and any other Tax Claim, a “Buyer Tax Claim”). Buyer shall have the relevant right (but not the duty) to participate in the defense of any Seller Tax Claim and to employ counsel, at its own expense, separate from the counsel employed by Seller in such Seller Tax Claim. Buyer shall retain the defense over any Buyer Tax Claim, provided that (i) Buyer shall provide written notice within ten business days(10) days after becoming aware of the commencement of any Buyer Tax Claim, (ii) counsel engaged by Buyer is reasonably acceptable to Seller, (iv) Buyer shall thereafter regularly consult with Seller and the relevant keep Seller informed of any material developments with respect to such Buyer Tax Claim and (v) Buyer shall not, without Seller’s prior written consent (not to be unreasonably withheld, delayed or conditioned), agree to any settlement, or appeal any adverse determination, with respect to any Buyer Tax Claim. Seller shall have the right (but not the duty) to control participate in the defense of any resulting proceedings Buyer Tax Claim and to determine whether and when employ counsel, at its own expense, separate from the counsel employed by Buyer in such Buyer Tax Claim. Seller’s delivery of a Defense Notice shall constitute an acceptance of its obligation hereunder to settle any such claimindemnify Buyer with respect to all Losses, assessment or dispute to if any, resulting from the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentsubject Tax Claim.

Contests. Whenever (a) After the Closing Date, Purchaser shall promptly notify Seller, or Seller, CLAC, or FGWLA shall promptly notify Purchaser, in writing of any Governmental Authority asserts written notice of a claimproposed assessment, makes an assessment audit, examination or claim in a Tax Contest of or relating to Purchaser, Seller, the Seller Subsidiaries, the Transferred Assets or the Business which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article XII; provided , however , that a failure to give such notice will not affect the rights of a party to indemnification under this Agreement except to the extent, (i) if any, that, but for such failure, the Tax Indemnifying Party could have avoided all or a portion of the Tax liability in question or (ii) such failure otherwise disputes actually materially prejudices the amount Tax Indemnifying Party. (b) In the case of a Tax Contest that (i) relates to taxable periods ending on or before the Closing Date or (ii) relates to a liability for Taxes for which Sellers are Seller is reasonably likely to indemnify Purchaser or may be liable under the Seller Subsidiaries pursuant to this AgreementAgreement or the Ancillary Agreements, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in, control any resulting proceedings and the conduct of, and, subject to determine whether and when Purchaser’s consent pursuant to Section 12.04(c), settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Tax Contest. Purchaser shall control all other Tax Contests and have the right to consentparticipate in all Tax Contests (including with respect to which Seller possesses the right to control) which are reasonably likely to result in an adverse material effect to Purchaser, any Affiliate of Purchaser or the Seller Subsidiaries. (c) None of Purchaser, the Seller Subsidiaries or any Affiliate of either, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for any year without the written consent of the other party, which consent will may not be unreasonably withheld withheld, conditioned or delayed. Purchaser and Seller agree to reasonably cooperate, and Purchaser agrees to any settlement cause the Seller Subsidiaries to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andreasonably cooperate, in the defense against or compromise of any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTax Contest.

Contests. Whenever (a) If the Purchaser, any Governmental Authority asserts other Indemnitee or any affiliate thereof receives any written notice of a claimpending or threatened audit, makes an assessment investigation, inquiry, assessment, proposed adjustment, notice of deficiency, litigation, contest or otherwise disputes the amount of Taxes other dispute that could result in a Loss for which Sellers are or may be liable the Indemnitor is obligated to indemnify an Indemnitee under this AgreementIndemnity Agreement (a “Claim”), the Purchaser shall, if informed agrees promptly to notify the Indemnitor in writing of such an assertionClaim. (b) Upon written notice from the Indemnitor to the Purchaser within fifteen (15) days after receipt by Indemnitor of the notice referred to in Section 3(a), inform the relevant Seller within ten business days, and the relevant Seller Indemnitor or its designee shall have the sole right to control any resulting proceedings represent the REITs in the applicable Claim at the expense of the Indemnitor, with counsel selected by the Indemnitor and in the forum selected by the Indemnitor; provided that in the case of a Claim in respect of Section 2(e), the Indemnitor or its designee shall be entitled so to determine whether and when represent the REITs only in a controversy with the Internal Revenue Service (the “IRS”) for a taxable period ending on or before or that includes the date of Purchaser’s acquisition of the REIT Interests pursuant to the LP Agreement (the “Purchase Date”); provided that the Purchaser or its designee shall be entitled to assume such representation if upon the Purchaser’s request the Indemnitor is not able to demonstrate to the Purchaser’s reasonable satisfaction that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim. Notwithstanding the foregoing, the Indemnitor shall not be entitled to settle any controversy so conducted by the Indemnitor without the prior written consent of the Purchaser (not unreasonably to be withheld, delayed or conditioned) if such claimsettlement could (i) adversely affect the tax status or liability of either REIT, assessment any Indemnitee or dispute any affiliate thereof for any taxable period commencing on or after or that includes the Purchase Date or (ii) reasonably be expected to result in a Loss to an Indemnitee for which such Indemnitee would not be indemnified under this Indemnity Agreement. (c) The Purchaser or its designee shall contest any Claim not contested by the Indemnitor or its designee pursuant to Section 3(b), in good faith at the expense of the Indemnitor (such expenses, including reasonable legal, accounting and investigatory fees and costs, to be paid currently by the Indemnitor), with counsel selected by the Purchaser and in the forum selected by the Purchaser upon written request therefor from the Indemnitor to the Purchaser within thirty (30) days after receipt by the Indemnitor of the notice referred to in Section 3(a) accompanied by proof reasonably satisfactory to the Purchaser that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim along with an opinion in form and substance reasonably satisfactory to Purchaser of independent tax counsel or accountants of recognized standing reasonably satisfactory to the Purchaser to the effect that there is substantial authority for the position that the Purchaser seeks to take in the contest of such Claim, provided that (i) the Purchaser shall not be required to pursue any appeal of a judicial decision under this Section 3(c) unless timely so requested in writing by Indemnitor and shall not be obligated to contest any Claim in the U. S. Supreme Court, and (ii) the Indemnitor shall advance to the Purchaser on an interest free basis sufficient funds to pay the applicable tax, interest, penalties and additions to tax to the extent such proceedings or determinations affect necessary for the amount of Taxes for which such Seller may be liable under this Agreement, except that contest to proceed in the forum selected by the Purchaser. The Purchaser shall have the sole right to consent, which consent will represent the REITs in any controversy with the IRS that does not be unreasonably withheld constitute a Claim or delayed, that is solely with respect to any settlement taxable periods beginning after the Purchase Date and to employ counsel of its choice at its expense. The Purchaser shall (except to the extent such proceedings or settlement materially affect provided in Section 3(d)) have full control over the amount conduct of Taxes for which Purchaser may be liable any contest under this Agreement. If Purchaser fails Section 3(c) but shall keep the Indemnitor informed as to the progress of such contest, shall provide such notice the Indemnitor with all documents and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard information related to such assessment. Whenever contest reasonably requested in writing by the Indemnitor (other than tax returns (except for (i) separate company tax returns of either or both REITS or (ii) portions of tax returns that include but are not limited to either or both REITS or information therefrom compiled by the Purchaser) and other confidential information), and shall consider in good faith any Taxing Authority asserts a claim, makes an assessment or otherwise disputes suggestions made by the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed Indemnitor as to the conduct of such an assertioncontest. Neither the Purchaser nor any REIT or any Indemnitee shall waive or extend the statute of limitations with respect to any taxable year of either REIT ending on or before or that includes the Purchase Date without the prior written consent of the Indemnitor (not unreasonably to be withheld, inform Purchaser within 10 business days, and, in any case, delayed or conditioned). (d) Purchaser shall have advise Indemnitor in writing of any settlement offer made by the right IRS with respect to control any resulting proceedings and a controversy being contested pursuant to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent Section 3(c). Purchaser shall not be entitled to settle or compromise, either administratively or after the commencement of litigation, any controversy conducted by it pursuant to Section 3(c) without the prior written consent of the Indemnitor (not unreasonably withheld to be withheld, delayed or delayed, conditioned) if such settlement or compromise (i) would give rise to an obligation of Indemnitor to indemnify an Indemnitee under this Indemnity Agreement (unless Purchaser waives payment of such indemnity) or (ii) could adversely affect the liability of Indemnitor or any direct or indirect owner of Indemnitor for taxes. If the Indemnitor requests in writing that the Purchaser accept a settlement or compromise offer (other than a settlement or compromise offer that would adversely affect the status of any Indemnitee or any affiliate (other than the REITs) as a real estate investment trust for Federal income tax purposes or a settlement or compromise offer conditioned upon agreement with respect to any matter not indemnified against by Indemnitor under this Indemnity Agreement), the Purchaser shall either accept such settlement offer or agree with the Indemnitor that the liability of the Indemnitor with respect to such Claim under this Indemnity Agreement shall be limited to an amount calculated on the basis of such settlement offer. (e) Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim that is contested as set forth in Section 3(b) or 3(c), and Purchaser shall refund to Indemnitor any amount advanced by Indemnitor pursuant to clause (ii) of the proviso to the extent such proceedings first sentence of Section 3(c) in excess of the portion thereof due to Purchaser under this Indemnity Agreement, within fifteen (15) Business Days (as defined in the LP Agreement) after the earlier of (i) a decision, judgment, decree or other order by any court of competent jurisdiction which has become final and is not appealed pursuant to this Indemnity Agreement, or (ii) entry into a closing agreement or other settlement affects agreement or compromise in connection with an administrative or judicial proceeding. Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim other than a Claim that is contested as set forth in Section 3(b) or 3(c) within fifteen (15) Business Days (as defined in the LP Agreement) after written demand therefor by the Purchaser accompanied by reasonable evidence of the liability for and amount of Taxes for which Sellers are the indemnity. Late payments shall bear interest at the rate of eighteen percent (18%) per annum compounded monthly (or if less, the highest rate allowed by law). (f) Except as provided above, the Purchaser and the other Indemnitees shall have full control over any decisions in respect of contesting or not contesting any tax matter and may pursue or not pursue administrative and/or judicial remedies and conduct any contest in any manner as they may determine, in each case in their sole and absolute discretion. (g) The Parties shall use commercially reasonable efforts to mitigate any Loss, including by availing the REITs at the expense of the Indemnitor of the mitigation provisions available to real estate investment trusts under the Code. (h) Notwithstanding anything herein to the contrary, under no circumstances shall the Indemnitor be liable under for any Loss: (i) incurred by any Person (as defined in the LP Agreement) other than the REITs after the earlier of (A) the day immediately prior to the last day of the calendar quarter that includes the Purchase Date or (B) the last day of the tax year of the REITs that includes the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS) (it being understood that any tax arising from a failure to comply with Section 856(c)(4) of the Code in any quarter is incurred no sooner than the last day of the applicable quarter); or (ii) incurred by either or both of the REITs that results from a transaction (including a transaction deemed to occur for income tax purposes) that occurs after the date which is six (6) months following the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS); provided, however, that Indemnitor’s liability for any Loss relating to taxes shall be determined by reference to, and shall not exceed, the RP REITs’ Tax Liability Limitation (as hereinafter defined). For purposes of this Agreement. If Seller fails , the term “RP REITs’ Tax Liability Limitation” shall mean the tax liabilities of the REITs that would have resulted had REIT I sold its assets on the Purchase Date for the value used to provide determine the Purchase Payments (as defined in the LP Agreement) under the LP Agreement (such notice maximum tax liabilities to be determined (x) for the sake of clarity, taking into account any additional tax arising from such sale resulting from the actual failure of a REIT to qualify as a real estate investment trust within the meaning of Section 856 of the Code on or prior to the Purchase Date, and such failure materially prejudices Purchaser's ability (y) without giving effect to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard any items of deduction or credits unrelated to such assessmentdeemed sales that such REITs would have had available to reduce their tax liabilities resulting from such sales).

Contests. Whenever In the case of any Governmental Authority asserts notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes (a claim“Tax Claim”) relating to any Tax period ending on or before the Closing Date that, makes an assessment or otherwise disputes if determined adversely to the amount of Taxes Company would be grounds for which Sellers are or may be liable under a claim for indemnity pursuant to this AgreementSection 6.4, Purchaser shall, if informed shall upon receipt of such an assertionTax Claim, promptly, but no later than 15 days, inform the relevant Seller within ten business days, Shareholders of such Tax Claim and the relevant Seller Shareholders (at their sole cost and expense) shall have the right to control any resulting proceedings the conduct of such Tax Claim and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentsettle such Tax Claim; provided, which consent will not be unreasonably withheld or delayedhowever, to any settlement (i) that Purchaser may fully participate in the dispute of such Tax Claim, (ii) the Shareholders shall keep Purchaser timely informed with respect to the extent such proceedings or settlement materially affect the amount commencement, status and nature of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claimTax Claim and (iii) the Shareholders shall not settle, assessment compromise or dispute, except that Sellers shall have dispose of any Tax Claim without the right to consentconsent of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, to . In the case of any settlement Tax Claim relating to the extent Taxes of any Straddle Period, Purchaser and the Shareholders may each participate, at their own expense, in the audit or proceeding, and the audit or proceeding shall be controlled by Purchaser or the Shareholders, whichever would bear the burden of the greatest portion of the adjustment; provided, however, that the party controlling the Straddle Period Tax Claim (i) shall not settle such proceedings settlement affects audit or proceeding without the amount consent of Taxes for the other party, which Sellers are consent shall not be unreasonably withheld, conditioned or may be liable under this Agreementdelayed and (ii) shall keep the other party timely informed with respect to the commencement, status and nature of any such Tax Claim. If Seller fails The failure by Purchaser to provide such the notice and such failure materially prejudices Purchaser's ability to defend such assessment, then contemplated by this Section 6.4(e) shall not affect the Purchasers Shareholders’ indemnification obligation shall be null and void with regard to such assessmentobligations under Article VII.

Contests. Whenever Buyer shall promptly notify Seller Parties in writing upon receipt by the Acquired Entities, Buyer or any Governmental Authority asserts of Buyer’s Affiliates of notice of any Tax Proceeding in respect of any of the Acquired Entities relating to any (i) Pre-Closing Tax Period or (ii) Straddle Period, provided that the failure of Buyer to give notice of a claim, makes an assessment or otherwise disputes Tax Proceeding as provided in this Section 6.2(h) shall not relieve Seller of its obligations under Section 6.2 except to the amount extent Seller is materially prejudiced thereby. Such notification shall specify in reasonable detail the basis for such Tax Proceeding and shall include a copy of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and portion of any correspondence received from the relevant Taxing Authority. (i) Seller shall have the right to control any resulting proceedings and Tax Proceeding relating to determine whether and when to settle income Taxes in respect of an Acquired Entity for any such claimPre-Closing Tax Period; provided, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreementhowever, except that Purchaser (i) Buyer shall have the right right, at its sole cost and expense, to consentparticipate in any such Tax Proceeding, (ii) Seller shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Proceeding, (iii) Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Buyer, which consent will shall not be unreasonably withheld withheld, conditioned or delayed; provided, to further, that Buyer, at its own cost and expense, may control and contest any settlement to the extent such proceedings or settlement materially affect the amount of Taxes Tax Proceeding for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or Seller would otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control under this Section 6.2(h)(i) if Seller declines or fails to control such Tax Proceeding; provided, further, however, that if Buyer exercises its right to control any resulting proceedings Tax Proceeding under the preceding clause, Buyer shall (A) provide Seller with a timely and to determine whether and when to settle reasonably detailed account of each stage of such Tax Proceeding, (B) not settle, compromise or abandon any such claim, assessment or dispute, except that Sellers shall have Tax Proceeding without obtaining the right to consentprior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and (C) consult with Seller in good faith concerning the appropriate strategy for contesting such Tax Proceeding. (ii) Buyer shall have the right to control, at its own expense, any settlement Tax Proceeding in respect of an Acquired Entity for any Pre-Closing Tax Period other than related to income Taxes and for any Straddle Period; provided, however, that (i) Seller shall have the extent right to participate in any such proceedings settlement affects Tax Proceeding, (ii) Buyer shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding and consult in good faith concerning the amount appropriate strategy for contesting the Tax Proceeding, and (iii) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Taxes Seller, which consent shall not be unreasonably withheld or delayed, if such settlement, compromise or abandonment could affect Seller’s or any of its owners’ liability for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTaxes.

Contests. Whenever If any Governmental Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a claimwritten notice of such proceeding) for any Imposition as to which the Lessee may have an indemnity obligation pursuant to this Section 13.5, makes or if any Tax Indemnitee shall determine that any Imposition to which the Lessee may have an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity obligation pursuant to this Section 13.5 may be liable payable, such Tax Indemnitee shall within thirty (30) days notify the Lessee in writing (provided, that failure to so notify the Lessee within thirty (30) days shall not alter such Tax Indemnitee’s rights under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Section 13.5 except to the extent such proceedings failure precludes the ability to conduct a contest of any Impositions) and shall not take any action with respect to such claim, proceeding or determinations affect Imposition without the amount written consent of Taxes for which the Lessee (such Seller may be liable under this Agreement, except that Purchaser shall have the right consent not to consent, which consent will not be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by Applicable Law to take action prior to the end of such thirty (30) day period, such Tax Indemnitee shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take any settlement action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee unless such Tax Indemnitee shall be required by Applicable Law or regulation to take action prior to the end of such ten (10) day period, provided, further, however, that the failure of the Tax Indemnitee to give notice referred to in this sentence shall not diminish Lessee’s obligations hereunder except to the extent that such proceedings failure precludes Lessee from contesting such claim. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from such Tax Indemnitee (or settlement materially affect such shorter period as such Tax Indemnitee has notified the Lessee is required by Applicable Law for such Tax Indemnitee to commence such contest) to request in writing that such Tax Indemnitee contest the imposition of such Tax, at the Lessee’s sole cost and expense. If (i) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (ii) such contest must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee or (iii) such Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided, that in the case of a contest described in clause (ii), if such Tax Indemnitee reasonably determines that such contest by the Lessee could have an adverse impact on the business or operations of such Tax Indemnitee, such Tax Indemnitee may elect to control or reassert control of the contest, and provided, that by taking control of the contest, the Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Lessee, such Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or such Tax Indemnitee required to contest) any claim (A) if such Tax Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien of the type described in clause (a), (b), (g) or (h) of the definition thereof) on the Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee in respect to such risk, (B) if a Lease Event of Default has occurred and is continuing unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee in its sole discretion in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder reasonably foreseeable in connection with the contest of such claim, (C) unless the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such Imposition including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Tax prior to the contest, unless the Lessee shall provide to such Tax Indemnitee an interest-free advance in an amount equal to the Imposition that the Tax Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition, for Tax Indemnitee controlled contests and claims contested in the name of such Tax Indemnitee in a public forum, no contest shall be required unless: (A) the amount of Taxes the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee with respect to any period for which Purchaser the Lessee may be liable to pay an indemnity under this AgreementSection 13.5(b)) exceeds $50,000, (B) if requested by such Tax Indemnitee, the Lessee shall have provided to such Tax Indemnitee an opinion of counsel selected by the Lessee (except, in the case of income taxes indemnified hereunder, in which case such opinion shall be an opinion of independent tax counsel selected by such Tax Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim (or, in the case of an appeal of an adverse determination, an opinion of such counsel to the effect that there is substantial authority for the position asserted in such appeal) and (C) Lessee shall have acknowledged in writing to the Tax Indemnitee its obligation to pay the costs and expenses thereof and to indemnify such Tax Indemnitee pursuant to this Section 13.5 for the Taxes subject to the proposed contest, if such contest is unsuccessful. If Purchaser fails In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, a Tax Indemnitee shall not be required to contest any claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 13.5(b), unless there shall have been a Change in Law and the Tax Indemnitee shall have received, at the Lessee’s expense, an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee stating that, as a result of such Change in Law, it is more likely than not that the Tax Indemnitee will prevail in such contest. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes, provided, however, that the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgment. In addition, the controlling party shall keep the non-controlling party reasonably informed as to the progress of the contest, and shall provide the non-controlling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall, at the Lessee’s sole cost and expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 13.5(b); provided, however, that such Tax Indemnitee shall not be required to provide to the Lessee copies of (i) any information, documentation or materials that it reasonably deems to be confidential or proprietary or (ii) its tax returns or any other information, documentation or materials in respect of such notice Tax Indemnitee’s financial position. Notwithstanding anything in this Section 13.5(b) to the contrary, no Tax Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 13.5 (and with respect to which contest is required under this Section 13.5(b)) without the prior written consent of the Lessee, unless such failure shall materially prejudice a Seller's ability Tax Indemnitee waives its right to defend such assessment, then the Seller's indemnification obligations shall be null and void indemnified under this Section 13.5 with regard respect to such assessmentclaim. Whenever No settlement of any Taxing Authority asserts a claim, makes an assessment or otherwise disputes contest may be made by the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have Lessee without the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Tax Indemnitee’s written consent (which consent shall not be unreasonably withheld or delayed, to any settlement withheld). Notwithstanding anything contained herein to the extent contrary, a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable Tax Indemnitee shall waive its right to indemnification under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void Section 13.5 with regard respect to such assessmentclaim (and any claim with respect to such year or any other taxable year the contest of which is materially adversely affected as a result of such waiver).

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on the Purchaser, Purchaser shallGanis or the Subsidiaries which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01. Such notice shall contain factual information (to the extent known to the Purchaser, Ganis or the Subsidiaries) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then the Seller shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to periods ending on or before the Closing Date, and the relevant Seller shall have the right sole right, subject to Section 7.03(e), at its expense, to control any resulting proceedings the conduct of such Contest. (c) With respect to periods beginning before the Closing Date and to determine whether and when to settle any such claimending after the Closing Date, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, except the Seller shall within 90 calendar days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause Ganis and the Subsidiaries to fully cooperate, at the Seller’s expense, in each phase of such Contest. If the Seller elects not to direct the Contest, the Purchaser, Ganis or the Subsidiaries may assume control of such Contest (at Purchaser’s own expense). However, in such case, none of the Purchaser, Ganis or the Subsidiaries may settle or compromise any asserted liability without prior written consent of the Seller; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Seller may participate, at its own expense, in the Contest. (d) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause Ganis and the Subsidiaries to cooperate, in the defense against or compromise of any claim in any Contest. (e) Notwithstanding subsections (b) and (c) of Section 7.01, the Purchaser shall have the right to consentparticipate in any Contest that relates to periods beginning before the Closing Date that may have the effect of increasing the Purchaser’s or Ganis’s Tax liability for any Tax period ending after the Closing, which consent will not be unreasonably withheld or delayed, to any settlement to and the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to not settle or compromise any such claim, assessment or dispute, except that Sellers shall have proceeding without the right to Purchaser’s prior written consent, which consent shall not be unreasonably unreasonable withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (a) Each Party will promptly notify the other Party in writing upon receipt by such Party (or any of its Affiliates) of notice of any pending or threatened audit, examination or proceeding by a Governmental Authority asserts a claim, makes in respect of which an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity may be liable sought pursuant to this Article VI (a “Tax Claim”); provided, however, that the failure of such party to give prompt notice shall not relieve the other party of any of its obligations under this AgreementArticle VI except to the extent the other party can demonstrate actual prejudice as a result of such failure. (b) Seller (or Affiliate thereof) shall control any Tax Claim related to Consolidated Returns and Taxes of the Company Group to be reported on or related to a Consolidated Return. Seller shall keep Buyer fully and timely informed with respect to the commencement, Purchaser status and nature of any such Tax Claim related to Taxes of the Company Group. Seller shall, if in good faith, allow Buyer to make comments to Seller regarding the conduct of or positions taken in any such proceeding. Buyer shall have the right to consent prior to any settlement with respect to (or abandonment of) any such Tax Claim related to Taxes of the Company Group (provided such consent cannot be unreasonably withheld, conditioned or delayed). (c) Buyer (or Affiliate thereof) shall control any Tax Claim related to Taxes of the Company Group with respect to a Pre-Closing Tax Period and Straddle Period other than Tax Claims subject to Section 6.07(b). Buyer shall keep Seller fully and timely informed with respect to the commencement, status and nature of any such an assertionTax Claim. Buyer shall, inform in good faith, allow Seller to make comments to Buyer regarding the relevant Seller within ten business days, and the relevant conduct of or positions taken in any such proceeding. Seller shall have the right to control consent prior to any resulting proceedings and settlement with respect to determine whether and when to settle (or abandonment of) any such claim, assessment or dispute to the extent Tax Claim (provided such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will cannot be unreasonably withheld withheld, conditioned, or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment).

Contests. Whenever (a) After the Closing, Buyer shall promptly notify Sellers, and Sellers shall promptly notify Buyer, in writing of the commencement of any Governmental Authority asserts Tax audit or administrative or judicial proceeding or of any demand or claim which, if determined adversely to the taxpayer, could be grounds for indemnification under, respectively, Section 12.2(a) or 12.2(b). Such notice shall contain factual information (to the extent known) describing the asserted Tax liability. If any party hereto fails to give prompt notice of an asserted Tax liability as required by this Section 12.4, then (i) if the party entitled to notice is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then such party shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, and (ii) if the party entitled to notice is not so precluded from contesting but such failure to give prompt notice results in a claimdetriment to such party or to such party's ability to fully and properly contest such asserted Tax liability, makes an assessment then any amount which such party is otherwise required to pay pursuant to Section 12.2(a) or otherwise disputes 12.2(b), as applicable, with respect to any such liability shall be reduced by the amount of Taxes such detriment. (b) Sellers may elect to direct, through counsel of their own choosing and at their own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest") with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 12.2(a); PROVIDED, Purchaser shallHOWEVER, if informed that Sellers may not settle, compromise, or otherwise dispose of such an assertion, inform Contest without the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount prior written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld or delayed. If Sellers elect to direct a Contest, they shall within 30 calendar days of receipt of the notice of asserted Tax liability provided for in Section 12.4 (a) notify Buyer of their intent to do so, and Buyer shall cooperate and shall cause each Acquired Company or its successor to cooperate, at the expense of Sellers, in each phase of such Contest. If Sellers elect not to direct the Contest or fail to notify Buyer of their election as herein provided, Buyer or the Acquired Companies, may, in good faith, pay, compromise or contest such asserted liability, subject to Sellers' consent, which shall not be withheld or delayed unreasonably; provided, however, that any settlement reasonable expense incurred by Buyer in connection with such assumption of the direction of the Contest shall be included as Damages subject to Section 12.2(a) hereof. If Sellers direct such Contest as hereinabove provided, Buyer and each Acquired Company (and any successor thereto) shall empower (by power of attorney or such other documentation as may be appropriate) such representatives of Sellers as the latter may designate to handle such Contest. (c) Buyer may at its election and solely at its expense, participate in, but not control, any Contest with respect to which indemnity may be sought under Section 12.2(b). Sellers shall be required to consult with Buyer only on those aspects of any such Contest with respect to which Buyer would be liable for indemnification under Section 12.2(b). Sellers shall regularly inform Buyer of the status of any such Contest and shall provide Buyer with any documents, correspondence, or other material or information as Buyer may reasonably request relating thereto. Sellers shall obtain the consent of Buyer, which shall not be unreasonably withheld or delayed, prior to taking any significant actions on any matter in such Contest with respect to which Buyer could be liable for indemnification. Such significant actions include but are not limited to the extent such proceedings settlement affects filing of a motion or appeal, as well as a settlement, compromise, or other disposition of the amount of Taxes for which matter. Sellers are or may be liable shall at all times act in good faith in satisfying their obligations under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 12.4(c).

Contests. Whenever (i) After the Closing Date, Purchaser shall promptly notify Seller Representative in writing of any Governmental Authority asserts written notice of a claimproposed adjustment or Claim in an audit or administrative or judicial proceeding involving Purchaser or any of the Company Parties which, makes if determined adversely to the taxpayer, would be grounds for indemnification under this Section 10.3; provided, however, that a failure or delay to give such notice will not affect Purchaser’s right to indemnification thereunder except to the extent, if any, that Sellers are materially prejudiced thereby. (ii) In the case of an assessment audit or otherwise disputes administrative or judicial proceeding that relates solely to taxable periods ending on or before the Closing Date, provided, that, Seller Representative acknowledges in writing its obligation to indemnify Purchaser and the Company Parties (to the extent not covered by the R&W Insurance Policy or Indemnity Escrow Account) amount of Taxes for which Sellers are or any adjustment that may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding and, inform provided further, that such audit or proceeding does not seek criminal penalties against any of the relevant Company Parties or material equitable or other non-monetary remedies against any of the Company Parties, Seller within ten business days, and the relevant Seller Representative shall have the right at Seller Representative’s expense to participate in and control the conduct of such audit or proceeding. Subject to the provisions and limitations set forth in the preceding sentence, Purchaser shall use its commercially reasonable efforts to allow Seller Representative, at Seller Representative’s expense, to control any resulting proceedings portion of any other audit or proceeding that relates to taxable periods ending on or before the Closing Date. The Seller Representative shall keep Purchaser informed of the progress of any such audit or proceeding (including the prompt provision to Purchaser of all material correspondence, pleadings, protests, briefs and other documents pertaining to determine whether such audit or proceeding), and when to Purchaser also may participate in any such audit or proceeding at its expense. Seller Representative shall not settle any such claim, assessment audit or dispute to proceeding without the extent such proceedings or determinations affect the amount advance written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentPurchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails Representative does not assume the defense of any such audit or proceeding, the provisions of Section 10.3(e)(iii) shall apply with respect thereto. (iii) With respect to provide any other audit or proceeding not controlled by Seller Representative, such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation audit or proceeding shall be null controlled by Purchaser. If, however, Sellers could be subject to any liability under this Agreement in connection with any such audit or proceeding, Purchaser shall keep the Seller Representative informed of the progress of any such audit or proceeding (including the prompt provision to Seller Representative of all material correspondence, pleadings, protests, briefs and void with regard other documents pertaining to such assessmentaudit or proceeding), Seller Representative may also participate in any such audit or proceeding at its expense and Purchaser shall not settle any such audit or proceeding without the advance written consent of Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (iv) For the avoidance of doubt, the provisions of this Section 10.3(e), and not those of Section 9.3, shall apply in the case of any adjustment, claim, controversy or administrative or judicial proceeding relating to Taxes.

Contests. Whenever (i) A party hereto must notify the other party in writing within thirty (30) days or such shorter period as may be required thereby of receipt of written notice of any Governmental Authority asserts pending or threatened tax examination, audit or other administrative or judicial proceeding that could reasonably be expected to result in an indemnification obligation of such other party pursuant to this Agreement (a "Tax Contest"). If the recipient of such notice of a Tax Contest fails to provide such notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent, if any, that such failure or delay shall have adversely affected the indemnifying party's ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim, makes an assessment or otherwise disputes demand for which the amount of indemnified party is entitled to indemnification hereunder. (ii) If a Tax Contest directly relates to any Taxes for which Sellers are or may be liable under this Agreementin full hereunder, Purchaser shall, if informed Sellers shall at their expense control the defense and settlement of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any Tax Contest. If such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, Tax Contest directly relates to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any casefull hereunder, Purchaser shall have at its own expense control the right to control defense and settlement of such Tax Contest. (iii) Notwithstanding any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement other provision of this Agreement to the extent such proceedings settlement affects the amount of contrary, if a Tax Contest results in an increase in income Taxes for which Sellers are liable hereunder (excluding any income Taxes imposed upon Sellers or may be liable Sellers' member and shareholder upon the sale of the Shares under this Agreement. If Seller fails to provide such notice ) and such failure materially prejudices Purchaser's ability increase is attributable to defend adjustments based on timing differences which will result in benefits in taxable periods ending subsequent to the Closing Date, Purchaser shall pay to Sellers, upon Sellers' written request, an amount equal to the present value of the reduction in income Taxes payable by the Purchaser in future taxable periods by reason of such assessmentreversal, then determined by using a discount rate of 5.0% and an assumed tax rate of 40.0% and by assuming that such reduction in income Taxes will occur in the Purchasers indemnification obligation shall be null and void with regard to such assessmentyear or years of anticipated reversal.

Contests. Whenever Subject to the provisions of the proceeding paragraph, Buyer, Harriscope, or the Joint Venture shall take such action in connection with contesting such Claim as the relevant Sellers shall reasonably request in writing from time to time; provided that (i) within 30 days (or such earlier date that any Governmental Authority asserts payment of Taxes is due by Buyer, Harriscope, or the Joint Venture) after the notice described in subsection 9.7(b)(i) has been delivered to Sellers, Sellers request that such Claim be contested; (ii) prior to taking such action, Sellers have furnished to Buyer or Harriscope, as the case may be, an opinion of Sellers' independent tax counsel, which counsel shall be reasonably acceptable to Buyer, to the effect that a claimreasonable basis exists for such contest (or appeal, makes in the case of an assessment appeal prosecuted pursuant to the proceeding paragraph); (iii) Sellers shall have agreed to pay to Buyer or otherwise disputes Harriscope on demand all costs and expenses which Buyer or Harriscope may incur in connection with contesting such Claim (or appeal), including, without limitation, reasonable attorneys' and accountants' fees and disbursements; and (iv) if Buyer or Harriscope is requested or shall determine to pay the Tax claimed and xxx for a refund, Sellers shall have advanced to Buyer or Harriscope, on an interest-free basis, the amount of Taxes such Claim. In the case of any such Claim referred to above, Buyer or Harriscope, as the case may be, shall not make payment of such Claim for which Sellers are at least 30 days (or such shorter period as may be liable under this Agreement, Purchaser shall, if informed required by applicable law) after the giving of such an assertionnotice, inform the relevant Seller within ten business daysshall give to Sellers any information reasonably requested by Sellers relating to such Claim and otherwise shall cooperate with Sellers in good faith in order to contest effectively any such Claim, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent not inconsistent with Buyer's or Harriscope's control over any proceedings (as described below) insofar as they relate to issues other than those subject to this indemnity, shall permit Sellers to participate in such proceedings relating to such claim (or determinations affect appeal). With respect to contests against Buyer, the amount Joint Venture or Harriscope, Buyer or Harriscope shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of Taxes such Claim and may, at its sole option, either pay the Tax claimed and xxx for which a refund where applicable law permits such Seller refund suits or contest the Claim in any permissible manner; PROVIDED, HOWEVER, that Buyer or Harriscope, as the case may be liable under this Agreementbe, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement (subject to the extent such proceedings or settlement materially affect provisions of the amount of Taxes for preceding paragraph) consider in good faith (A) any request Sellers may make concerning the most appropriate manner in which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice proceed, and such failure shall materially prejudice a Seller's ability to defend such assessment, then (B) the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for manner in which Purchaser is liable under this Agreement Seller shall it would proceed if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall it were not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentindemnified hereunder.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers’ Representative in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser or any Company or Subsidiary which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VI; provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VI except to the extent, if any, that, but for such failure, the Sellers could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to taxable periods ending on or before the Closing Date, provided that, and only to the extent that, the Sellers acknowledge in writing their liability under this Agreement to hold the Purchaser, the Companies and the Subsidiaries harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding, inform the relevant Seller within ten business days, and the relevant Seller Sellers’ Representative shall have the right at his expense to participate in and control the conduct of such audit or proceeding; the Purchaser also may participate in any such audit or proceeding at its own expense and, if the Sellers’ Representative does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after fifteen days prior written notice to the Sellers’ Representative setting forth the terms and conditions of settlement. Notwithstanding anything to the contrary contained in Section 7.05, in the event that issues relating to a potential adjustment for which the Sellers have acknowledged liability are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control any resulting proceedings and the audit or proceeding with respect to determine whether and when the latter issues; provided, however, that the Purchaser shall not have the right to settle any such claim, assessment or dispute to matter without the extent such proceedings or determinations affect consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentSellers’ Representative, which consent shall not be unreasonably withheld withheld. (c) Notwithstanding anything to the contrary contained in Section 6.04, with respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by their written acknowledgement under this Section 6.04) and the Purchaser or delayedany Company or Subsidiary could be liable, (i) both the Sellers’ Representative and the Purchaser may participate in the audit or proceeding; (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods; and (iii) the controlling party shall not settle any such matter without the consent of the non-controlling party (which consent shall not be unreasonably withheld). The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Sellers’ Representative. (d) With respect to any settlement Tax audit or proceeding for a taxable period that begins before the Closing Date, neither the Purchaser nor the Sellers’ Representative shall enter into any compromise or agree to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard settle any claim pursuant to such assessmentaudit or proceeding which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser and the Sellers’ Representative agree to cooperate, and the Purchaser agrees to cause the Companies and the Subsidiaries to cooperate, in the defense against or compromise of any claim in any such audit or proceeding.

Contests. Whenever If a written claim for payment is made by any Governmental Authority asserts taxing authority against an Indemnitee for any Imposition with respect to which Lessee or Guarantor may be liable for indemnity pursuant to this Section 7.4, such Indemnitee shall give Lessee and Guarantor written notice of such claim promptly after its receipt, and shall furnish Lessee and Guarantor with copies of such claim and all other writings received from the taxing authority to the extent relating to such claim. The Indemnitee shall not pay such claim until at least thirty (30) days after providing Lessee and Guarantor with such written notice, unless required to do so by law or regulation. Subject to the conditions set forth in the following paragraph, Lessee and Guarantor shall be entitled to contest (acting through counsel selected by Lessee and Guarantor and reasonably acceptable to the Indemnitee), and control the contest of, any such claim with respect to an Imposition (a claim“Tax Claim”) if (i) the contest of the Tax Claim may be pursued in the name of Lessee or Guarantor; (ii) the contest of the Tax Claim must be pursued in the name of the Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Indemnitee for which Lessee and Guarantor are not responsible or (iii) the Indemnitee requests that Lessee and Guarantor control such contest. In the case of all other Tax Claims, makes subject to the conditions set forth in the following paragraph, the Indemnitee shall contest the Tax Claim if Lessee and Guarantor shall request that the Imposition be contested, and the following rules shall apply with respect to such contest: (1) the Indemnitee shall control the contest of such Tax Claim in good faith taking into account any and all tax consequences to the Indemnitee, including, without limitation, those associated with a recharacterization of the transaction contemplated by the Operative Documents by any taxing authority (acting through counsel selected by the Indemnitee and reasonably acceptable to Lessee and Guarantor), (2) the Indemnitee shall not otherwise settle, compromise or abandon such contest without Lessee’s and Guarantor’s prior written consent except as provided in the concluding paragraph to this Section 7.4(b). In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as related portions of tax returns, and shall consider and consult in good faith with the other party regarding any request, including but not limited to requests (a) to resist payment of Impositions if practical and (b) not to pay such Impositions except under protest if protest is necessary and proper (but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment). Notwithstanding the foregoing, no contest with respect to a Tax Claim shall be required or permitted and Lessee and Guarantor shall be required to pay the applicable Impositions without contest, unless: (1) within thirty (30) days after notice by the Indemnitee to Lessee and Guarantor of such Tax Claim, Lessee and Guarantor shall request in writing to the Indemnitee that such Tax Claim be contested; provided that if a shorter period is required for taking action with respect to such Tax Claim and the Indemnitee notifies Lessee and Guarantor of such requirement, Lessee and Guarantor shall use reasonable efforts to request such contest within such shorter period, (2) no Event of Default has occurred and is continuing, (3) there is no risk of sale, forfeiture or loss of, or, except in the case of a Tax Claim involving only disputed state or local property or ad valorem taxes, the creation of a Lien on Lessee’s interest in, the Leased Property as a result of such Tax Claim (other than a Permitted Lien); provided that this clause (3) shall not apply if the Lessee and Guarantor post security satisfactory to the Indemnitee in its sole discretion, or the Imposition is fully paid in either manner specified in clause (5) below, (4) there is no risk of imposition of any criminal penalties, (5) if such contest involves payment of such Imposition, Lessee and Guarantor shall either advance to the Indemnitee on an assessment or otherwise disputes interest-free basis, and with no after-tax cost to such Indemnitee, the amount of Taxes for which Sellers are the Imposition (a “Tax Advance”) or may be liable under pay such Indemnitee the amount payable by Lessee and Guarantor pursuant to this AgreementSection 7.4 with respect to such Imposition, (6) Lessee and Guarantor agree to pay (and pay on demand) and with no after-tax cost to such Indemnitee, Purchaser shallall reasonable costs, if informed losses and expenses incurred by the Indemnitee in connection with the contest of such claim (including all reasonable legal, accounting and investigatory fees and disbursements), (7) except in the case of a Tax Claim involving only disputed state or local property or ad valorem taxes, (A) the Indemnitee has been provided at Lessee’s and Guarantor’s sole expense with an assertionopinion, inform the relevant Seller within ten business daysreasonably acceptable to such Indemnitee, of independent tax counsel of recognized standing selected by Lessee and the relevant Seller shall have the right to control any resulting proceedings Guarantor and to determine whether and when to settle any such claim, assessment or dispute reasonably acceptable to the extent Indemnitee to the effect that there is a reasonable basis for contesting such proceedings or determinations affect Tax Claim; and (B) the amount of the disputed federal Taxes for which such Seller may be liable under this Agreementin controversy, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect taking into account the amount of Taxes all similar and logically related Impositions with respect to the transactions contemplated by the Operative Documents that could be raised in any other year (including any future year) not barred by the statute of limitations, exceeds $50,000; (8) Lessee and Guarantor shall acknowledge in writing their liability to indemnify the Indemnitee hereunder, on and subject to the terms and conditions hereof, in respect of such claim if the contest is not successful, and (9) in the case of a judicial appeal, no appeal to the U.S. Supreme Court shall be required of the Indemnitee or shall be permitted by Lessee and Guarantor. Notwithstanding anything to the contrary contained in this Section 7.4, the Indemnitee at any time may elect to decline to take any action or any further action with respect to a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without Lessee’s and Guarantor’s consent if the Indemnitee: (1) waives its right to any indemnity payment by Lessee and Guarantor pursuant to this Section 7.4 in respect of such Tax Claim (and any other claim for Impositions with respect to any other taxable year and/or with respect to any other claim, the contest of which Purchaser may be liable is effectively precluded by the Indemnitee’s declination to take action with respect to the Tax Claim), and (2) promptly repays to Lessee and Guarantor any Tax Advance and any amount paid to such Indemnitee under this AgreementSection 7.4 in respect of such Taxes, but not any costs or expenses with respect to any such contest. If Purchaser fails to provide Except as provided in the preceding sentence, any such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations waiver shall be null and void without prejudice to the rights of the Indemnitee with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, respect to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentother Tax Claim.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of the commencement of any Governmental Authority asserts Tax audit or administrative or judicial proceeding and shall also separately notify the Seller in writing of any demand or claim on the Purchaser or the Company which, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification by the Seller under this Article VII. Such notice shall contain factual information (to the extent known to the Purchaser or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 7.04, then (i) if the Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in the appropriate administrative or judicial forums, then the Seller shall not have any obligation to indemnify the Purchaser for any loss or damage arising out of such asserted Tax liability, and (ii) if the Seller is not so precluded from contesting but such failure to give prompt notice results in a claimdetriment to the Seller, makes an assessment or then any amount which the Seller is otherwise disputes required to pay the Purchaser pursuant to this Article VII with respect to such liability shall be reduced by the amount of Taxes for such detriment. (b) The Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, or administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementArticle VII (any such audit or proceeding relating to an asserted Tax liability are referred to herein collectively as a "CONTEST"). If the Seller elects to direct the Contest of an asserted Tax liability, it shall within 30 calendar days of receipt of the notice of an asserted Tax liability notify the Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business daysits intent to do so, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have cooperate in good faith and shall cause the right Company or its successor to consentcooperate in good faith, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then at the Seller's indemnification expense, in each phase of such Contest. If the Seller contests its obligation to indemnify the Purchaser under Section 7.01 and the Purchaser elects to proceed with the Contest, the Seller shall only be obligated to pay the Purchaser's expenses in connection with such Contest in the event it is determined that the Seller is obligated to pay such asserted liability under Section 7.01. If the Seller elects not to direct the Contest or fails to notify the Purchaser of its election as herein provided, the Purchaser or the Company may pay, compromise or contest such asserted liability, at the Seller's expense; provided, however, that if the Seller has acknowledged its obligations shall be null and void under Section 7.01 with regard respect to such assessmentasserted liability, the Purchaser may not contest such asserted liability. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andHowever, in any such case, neither the Purchaser shall have nor the right Company (including any designated representative of either) may settle or compromise any asserted liability over the objection of the Seller; provided, however, that the Seller's consent to control any resulting proceedings and to determine whether and when to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld (provided that in the event the Seller withholds consent, the Seller shall then be obligated to direct such Contest). In any event, each of the Purchaser (or delayedthe Company) and the Seller may participate, at its own expense, in the Contest. If the Seller chooses to any settlement direct the Contest, the Purchaser shall promptly empower and shall cause the Company or its successor promptly to empower (by power-of-attorney and such other documentation as may be appropriate) such representatives of the extent such proceedings settlement affects Seller as it may designate to represent the amount of Taxes Purchaser or the Company or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which Sellers are or may the Seller would be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentArticle VII.

Contests. Whenever (a) After the Closing, the party first receiving notice shall promptly notify the other party in writing of any Governmental Authority asserts a claimdemand or claim on the first party from any Tax authority or other party with respect to Taxes for which the other party is liable pursuant to Section 8.1. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If such notifying party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 8.3, makes an assessment then (a) if the other party is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then such notifying party shall have sole responsibility for such Tax liability or (b) if the other party is not precluded from contesting but such failure to give prompt notice results in detriment to the other party, then any amount that the other party is otherwise disputes required to pay to such notifying party pursuant to Section 8.1 with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) Parent, at its own expense, shall control the conduct to a final determination, through counsel of its own choosing at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought by CS under this AgreementSection 8.1(a) (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). Parent shall have all rights to settle, if informed compromise and/or concede such asserted liability and CS shall cooperate, and shall cause a Beverage Company or any of its successors to cooperate, in each phase of such an assertionContest PROVIDED, HOWEVER, that Parent shall not settle, compromise or concede any such liability that is reasonably likely to result in a cost to CS or its Affiliates in excess of $100,000.00 without CS's consent, not to be unreasonably withheld. Parent shall inform the relevant Seller within ten business daysCS of all material developments and events relating to such Contest (including, without limitation, providing to CS copies of all written materials relating to such Contest reasonably requested by CS), and CS and its authorized representatives shall be entitled, at the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount expense of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayedCS, to any settlement to the extent such attend, but not participate in or control, all conferences, meetings and proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard relating to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Purchaser shall promptly notify Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on TEC, Purchaser shallAenP, or Electroandes which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform the relevant could be grounds for indemnification by Seller within ten business days, and the relevant Seller under Section 9.11. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to Purchaser) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide give Seller prompt notice of an asserted Tax liability as required by this Section 9.13, then Seller shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that failure to give such notice and such failure shall materially prejudice results in a detriment to Seller's ability . (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to defend such assessmentIndemnified Taxes, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right sole right, at its expense, to control any resulting proceedings the conduct of such Contest. Seller shall consult with Purchaser and shall keep Purchaser reasonably informed with respect to determine whether and when to settle any such claimContest. (c) With respect to Straddle Periods, assessment Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which indemnity may be sought from Seller pursuant to Section 9.11. If Seller elects to direct a Contest, Seller shall within 90 days of receipt of the notice of asserted Tax liability notify Purchaser of its intent to do so, and Purchaser shall cooperate and shall cause AenP, TEC and Electroandes to cooperate fully, in such Contest. If Seller elects not to direct the Contest, Purchaser may assume control of such Contest (at Purchaser’s expense). However, in such case, none of Purchaser, AenP, TEC or disputeElectroandes may settle or compromise any asserted liability without prior written consent of Seller; provided, except however, that Sellers shall have the right consent to consent, which consent settlement or compromise shall not be unreasonably withheld withheld. In any event, Seller may participate in the Contest. (d) Purchaser and Seller agree to cooperate, and Purchaser agrees to cause AenP, TEC and Electroandes to cooperate, in the defense against or delayed, to compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentclaim in any Contest.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Purchaser shall promptly notify the Representative in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding (a “Contest”) or of any demand or claim on Purchaser, Purchaser shallits Affiliates, or any Acquired Company which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform could be grounds for indemnification against the relevant Seller within ten business days, and the relevant Seller Stockholders under Article 8. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to Purchaser, its Affiliates, or any Acquired Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such proceedings or determinations affect asserted Tax liability. The failure of Purchaser to give the amount Representative prompt notice of Taxes an asserted Tax liability as required by this Section 7.2 shall not relieve the Stockholders of any obligation to indemnify for any loss arising out of such asserted Tax liability, except if the Stockholders shall have been actually and materially prejudiced as a result of such failure. (b) With respect to taxable periods that include but do not end on the date of the Closing, Purchaser may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which such Seller indemnity may be liable under this Agreement, except that Purchaser shall have sought from the right Stockholders pursuant to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementArticle 8. If Purchaser fails elects to provide such notice and such failure shall materially prejudice direct a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any caseContest, Purchaser shall have within ninety (90) calendar days of receipt of the right notice of asserted Tax liability notify the Representative of its intent to control do so. In such case, the Representative may participate at its own expense in the Contest and Purchaser shall not settle or compromise any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have asserted liability without prior written consent of the right to consentRepresentative, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementwithheld. If Seller fails Purchaser elects not to provide direct the Contest, the Representative may assume control of such notice Contest (at the Representative’s own expense) as it relates to Pre-Closing Taxes and Purchaser and the applicable Acquired Companies shall cooperate, at the Representative’s expense, in each phase of such failure materially prejudices Contest. However, in such case, the Representative may not settle or compromise any asserted liability without prior written consent of Purchaser's ability ; provided, however, that consent to defend such assessmentsettlement or compromise shall not be unreasonably withheld. (c) Purchaser and the Representative agree to cooperate, then and Purchaser agrees to cause the Purchasers indemnification obligation shall be null and void with regard Acquired Companies to such assessmentcooperate, in the defense against or compromise of any claim in any Contest.

Contests. Whenever (i) Seller and Buyer shall notify the other Party in writing within ten (10) Business Days or such shorter period as may be required thereby of receipt by it or any Governmental Authority asserts of its Affiliates of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in an indemnification obligation of such other Party pursuant to this Agreement and such timely notice shall specify in reasonable detail the basis for any claim included therein and shall include a copy of the relevant portion of any correspondence received from the taxing authority. If the recipient of such notice of a Tax Contest fails to provide such timely notice to such other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have adversely affected the indemnifying Party’s ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim, makes an assessment or otherwise disputes demand for which the amount indemnified Party is entitled to indemnification hereunder, and the indemnifying Party’s indemnity obligations shall be reduced to the extent of any Tax or other liability incurred as a result of the delay or failure to receive such timely notice. (ii) If a Tax Contest relates to any Taxes for which Sellers are or may be Seller is liable under this Agreementin full hereunder, Purchaser shall, if informed Seller shall at its expense control the defense and settlement of such an assertionTax Contest. If such Tax Contest relates to any Taxes for which Buyer is liable in full hereunder, inform Buyer shall at its own expense control the relevant Seller within ten business days, defense and settlement of such Tax Contest. The Party not in control of the relevant Seller defense shall have the right to control observe the conduct of any resulting proceedings Tax Contest at its expense, including through its own counsel and other professional experts. Buyer and Seller shall jointly represent the Target Entities in any Tax Contest relating to determine whether Taxes for which both are liable hereunder, and when fees and expenses related to settle any such claimrepresentation shall be paid equally by Buyer and Seller. (iii) Notwithstanding anything to the contrary in Section 6.9(c)(ii), assessment or dispute to the extent such proceedings that an issue raised in any Tax Contest controlled by one Party or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement jointly controlled could materially affect the amount liability for Taxes of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice the other Party, the controlling Party shall not, and such failure shall materially prejudice neither Party in the case of joint control shall, enter into a Seller's ability to defend such assessment, then final settlement without the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes consent of the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentother Party, which consent shall not be unreasonably withheld or delayed, withheld. Where a Party reasonably withholds its consent to any final settlement, that Party may continue or initiate further proceedings, at its own expense, and the liability of the Party that wished to settle (as between the consenting and the non-consenting Party) shall not exceed the liability that would have resulted from the proposed final settlement including interest, additions to Tax, and penalties that have accrued at that time, and the extent such proceedings settlement affects non-consenting Party shall indemnify the amount consenting Party for any liability in excess of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then liability that would have resulted from the Purchasers indemnification obligation shall be null and void with regard to such assessmentproposed final settlement.

Contests. Whenever any Governmental Authority asserts a claimSubject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this AgreementCharterer shall have the right, Purchaser shallat its sole cost and expense, if informed of such an assertion, inform the relevant Seller within ten business daysto investigate, and the relevant Seller right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall have cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13. 1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, however, that if (i) in the written opinion of counsel to such -------- ------- Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation -------- does not, in the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not constitute a waiver of the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute receive the indemnification provided in this Section 13.1. Notwithstanding anything to the extent such proceedings or determinations affect contrary contained herein, (x) the amount of Taxes for which such Seller may Charterer shall not under any circumstances be liable under this Agreementfor the fees and expenses of more than one counsel for each of (i) the Owner Participant, except that Purchaser the Owner Trustees and the Owner Trust (and their respective successors and permitted assigns, agents and servants) and (ii) the Loan Participants and the Indenture Trustee (and their respective successors and permitted assigns, agents and servants), and (y) during the continuance of a specified Charter Event of Default, the Charterer ------------------------ shall have not compromise any Claim without the right consent of the applicable Indemnitee, such consent not to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentwithheld.

Contests. Whenever (a) Effective upon the consummation of the Closing, Buyer, the Company and its Subsidiaries, on the one hand, and Seller and its Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of written notice of the assertion of any Governmental Authority asserts a claim, makes an assessment or the commencement of any audit, suit, action or proceeding with respect to Taxes in respect of which indemnity may be sought under Section 7.4(a) (collectively, a “Tax Claim”); provided, however, that the failure on the part of the Buyer to so notify Seller shall not limit any indemnification obligations of Seller under Section 7.4 (except to the extent such failure actually and materially prejudices the defense of the Tax Claim). (b) Seller may, at its own expense, assume control of the defense of any Tax Claim with respect to Taxes relating to a Pre-Closing Tax Period (excluding any Tax Claim with respect to a Straddle Tax Period); provided, however, that Seller shall have first notified Buyer in writing of Seller's intention to do so and of the identity of counsel, if any, chosen by Seller in connection therewith; provided, further, that Buyer shall have the right, at its own expense, to participate in such Tax Claim and to employ counsel of its choice for purposes of such participation. In no case shall Seller settle or otherwise disputes compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (c) Buyer shall control the amount defense of Taxes for which Sellers are or may be liable under this Agreementany Tax Claim not controlled by Seller pursuant to Section 7.5(b) (including any Tax Claim with respect to a Straddle Tax Period); provided, Purchaser shallhowever, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant that Seller shall have the right to control any resulting proceedings and participate in such Tax Claim and, at its own expense, to determine whether and when to employ counsel of its choice for purposes of such participation. In no case shall Buyer settle any or otherwise compromise such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to Tax Claim without Seller's prior written consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (i) If notice of any Governmental Authority asserts a claim, makes an assessment legal proceeding with respect to Taxes of the Company or otherwise disputes the amount any of Taxes its Subsidiaries for which Sellers are or the Company Stockholders may reasonably be expected to be liable under this Agreementpursuant to Section 10.2(d) (each, Purchaser shalla “Tax Claim”) shall be received by a Party, if informed the notified Party shall provide the other Party, in writing, notice of such an assertionTax Claim; provided, inform however, that the relevant Seller within ten business daysfailure of Parent to give the Stockholders’ Representative notice as provided herein shall not relieve the Company Stockholders of their obligations under Article X, except to the extent that the Company Stockholders are actually and the relevant Seller materially prejudiced thereby. (ii) The Stockholders’ Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claimright, assessment or dispute at the expense of the Company Stockholders to the extent such proceedings or determinations affect Tax Claim is subject to indemnification by the amount Company Stockholders pursuant to Article X and the maximum potential liability of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayedCompany and its Subsidiaries is less than the Cap, to any settlement elect to represent the extent such proceedings or settlement materially affect interests of the amount Company and each of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, its Subsidiaries in any case, Purchaser shall have the right to control any resulting proceedings Tax Claim and to determine whether and when to diligently prosecute such Tax Claim; provided, that (A) the Stockholders’ Representative shall not settle any such claim, assessment or dispute, except that Sellers shall have Tax Claim without the right to consentconsent of Parent, which consent shall not be unreasonably withheld withheld, conditioned or delayeddelayed and (B) Parent shall be entitled to participate fully in the contest of such Tax Claim, including by receiving copies of any information requests, notices or other written materials received or prepared by the Stockholders’ Representative in connection with such Tax Claim and having the opportunity to make reasonable comments to any settlement such written materials, attending all in-person or telephonic meetings with any Governmental Entity with respect to such Tax Claim, and receiving regular updates from the Stockholders’ Representative with respect to the extent status of such proceedings settlement affects Tax Claim. (iii) If the amount Stockholders’ Representative does not elect to control the contest, or the Stockholders’ Representative is not eligible to control the contest because the maximum potential liability exceeds the Cap, of Taxes for a Tax Claim described in Section 7.2(b)(ii), Parent shall control and diligently prosecute such Tax Claim at the expense of the Company Stockholders pursuant to Article X (such expenses to be recovered solely from the Escrow Account); provided, that (A) Parent shall not settle such Tax Claim without the consent of the Stockholders’ Representative, which Sellers are consent shall not be unreasonably withheld, conditioned or may be liable under this Agreement. If Seller fails to provide such notice delayed and such failure materially prejudices Purchaser's ability to defend such assessment, then (B) the Purchasers indemnification obligation Stockholders’ Representative shall be null entitled to participate fully in the contest of such Tax Claim, including by receiving copies of any information requests, notices or other written materials received or prepared by Parent, the Company or its Subsidiaries in connection with such Tax Claim and void having the opportunity to make reasonable comments to any such written materials, attending all in-person or telephonic meetings with regard any Governmental Entity with respect to such assessmentTax Claim, and receiving regular updates from Parent with respect to the status of such Tax Claim.

Contests. Whenever Buyer and Seller will each promptly notify the other in writing upon its receipt of any written notice of any pending or threatened audit or other examination by any Governmental Authority asserts Authority, or any judicial or administrative proceedings, relating to Taxes of the Company (each, a claim“Tax Contest”); provided, makes an assessment however, that no failure or otherwise disputes delay in delivering such notice shall relieve any party of its obligations hereunder except to the amount of Taxes for which Sellers are extent that such party is actually and materially prejudiced by such failure or may be liable under this Agreementdelay. If such Tax Contest relates solely to any Pre-Closing Tax Period (other than a Straddle Period), Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right (but not the obligation), to be exercised within ten (10) Business Days following its receipt of the written notice of such Tax Contest by delivering written notice to Buyer, to assume and thereafter conduct and control any resulting proceedings the defense of such Tax Contest (with counsel of Seller’s choice) and, for so long as Seller is conducting and to determine whether and when to settle any controlling such claimdefense, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser Buyer shall have the right right, but not the obligation, to consentparticipate in such defense with separate counsel of its choosing at its sole cost and expense; provided, which consent will however, that Seller shall not be permitted to consent to the entry of any judgment or enter into any settlement of such Tax Contest which may adversely impact Buyer, the Company, or the Tax attributes of the Company without the prior written consent of Buyer (not to be unreasonably withheld withheld, conditioned, or delayed). Unless and until Seller assumes the defense of such Tax Contest, Buyer may defend against such Tax Contest in any manner it may reasonably deem appropriate (with counsel of Buyer’s choice), in which case Seller (i) shall cooperate with Buyer in such defense and make available to any settlement to the extent such proceedings Buyer and its Representatives all witnesses, pertinent records, materials, and information in or settlement materially affect the amount of Taxes for which Purchaser under their possession or control relating thereto as may be liable under this Agreement. If Purchaser fails to provide such notice reasonably requested by Buyer, and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser (ii) shall have the right right, but not the obligation, to control any resulting proceedings participate in such defense with separate counsel of its choosing at its sole cost and to determine whether and when to settle any expense. The conduct of such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent defense by Buyer shall not be unreasonably withheld or delayed, construed to any settlement be a waiver of Buyer’s right to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard respect to such assessmentTax Contest.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes (a) After the amount of Taxes for which Sellers are or may be liable under this AgreementClosing, Purchaser shallshall promptly notify Seller in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on Purchaser or any Company which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform the relevant Seller within ten business days, and the relevant Seller would be grounds for indemnification under Section 7.01. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide give Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then (a) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss arising out of such notice asserted Tax liability, and (b) if Seller is not so precluded from contesting but such failure shall materially prejudice to give prompt notice results in a detriment to Seller's ability to defend such assessment, then the Seller's indemnification obligations any amount which Seller is otherwise required to pay Purchaser pursuant to Section 7.01 with respect to such liability shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes reduced by the amount of Taxes such detriment. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 7.01 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If Seller elects to direct a Contest, it shall within 30 days of receipt of the notice of asserted Tax liability notify Purchaser is liable under this Agreement of its intent to do so, and Purchaser shall cooperate and shall cause each Company to cooperate, at the expense of Seller, in each phase of such Contest. Seller shall if keep Purchaser informed regarding the progress but not any substantive aspect of any Contest which Seller has elected to direct. If Seller elects not to direct the Contest, fails to notify Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01, Purchaser or the relevant Company may pay, compromise or contest, at its own expense, such an assertion, inform Purchaser within 10 business days, andasserted liability. However, in any such case, neither Purchaser shall have nor such Company may settle or compromise any asserted liability over the right objection of Seller; provided, however, that consent to control any resulting proceedings and to determine whether and when to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld or delayedwithheld. In any event, Seller may participate, at its own expense, in the Contest. If Seller chooses to any settlement direct the Contest, Purchaser shall promptly empower and shall cause the relevant Company promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as it may designate to represent Purchaser and such Company in the extent such proceedings settlement affects Contest insofar as the amount of Taxes Contest involves an asserted Tax liability for which Sellers are or may Seller would be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 7.01.

Contests. Whenever (i) After the Closing Date, Parent Bank shall promptly notify Company in writing of the proposed assessment of the commencement of any Governmental Authority asserts a claim, makes an assessment Audit or otherwise disputes the amount court proceedings or of Taxes for which Sellers are any demand or may be liable under this Agreement, Purchaser shallclaim on Parent Bank or Company Bank or any Company Bank Subsidiary which, if informed determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by Company under Section 5.5(a). Such notice shall contain factual information (to the extent known to Parent Bank or Company Bank) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Parent Bank fails to give Company prompt notice of an asserted Tax liability as required by this Section 5.5(e), and such failure results in actual prejudice to Company’s ability to contest the asserted Tax liability, then Company shall be relieved of its obligation to indemnify for any loss arising out of such asserted Tax liability to the extent of such actual prejudice. (ii) In the case of an assertionAudit or court proceeding (a “Contest”) that relates to a taxable period ending prior to or on the Closing Date, inform the relevant Seller within ten business daysincluding any Short Period or Interim Period, and the relevant Seller Company shall have the right sole right, at its expense, to control the conduct of such Contest. (iii) With respect to periods beginning before the Closing Date and ending after the Closing Date, Company may elect to direct, through counsel of its own choosing, any resulting proceedings and Contest with respect to determine whether and when any asserted Tax liability with respect to settle which Parent Bank may seek an indemnity from Company under Section 5.5(a); provided that Company shall consult with Company Bank regarding any such claimContest and shall allow Company Bank to participate in any such proceeding and provided, assessment further, that no settlement or dispute other disposition of any claim for Tax which would adversely affect Company Bank, any Company Bank Subsidiary or Parent Bank in such taxable periods or subsequent taxable periods shall be agreed to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to without Company Bank’s prior written consent, which such consent will not to be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails Company elects to provide such direct a Contest, they shall within 60 days of receipt of the notice of asserted Tax liability notify Parent Bank of their intent to do so, and such failure Parent Bank shall materially prejudice a Seller's ability cooperate and shall cause Company Bank and the Company Bank Subsidiaries to defend such assessmentcooperate, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claimat Company’s expense, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed in each phase of such an assertionContest. If Company elects not to direct the Contest, inform Purchaser within 10 business daysParent Bank or Company Bank may pay, andcompromise, in any or contest such asserted liability. In such a case, Purchaser shall have neither Parent Bank nor Company Bank may settle or compromise any asserted liability without the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentconsent of Company, which consent shall not be unreasonably withheld or delayed. (iv) Parent Bank and Company agree to cooperate, and Parent Bank agrees to cause Company Bank and the Company Bank Subsidiaries to cooperate, in the defense against or compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are claim in any Audit or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcourt proceeding.

Contests. Whenever (i) After the Closing, Buyer shall promptly notify Seller in writing of (x) any Governmental Authority asserts correspondence from any Tax authority relating to any Tax Return filed by Seller pursuant to Section 5.15(b)(i) or by Buyer pursuant to Section 5.15(b)(ii) and (y) any written notice of a claim, makes an proposed assessment or otherwise disputes the amount claim in an audit or administrative or judicial proceeding involving CMI, CEL or any of Taxes for which Sellers are or may be liable under this Agreementtheir Subsidiaries (clauses (x) and (y) together, Purchaser shalla "TAX CONTEST") which, if informed determined adversely to the taxpayer, would be grounds for indemnification by Seller (including any payment under Section 5.15(c)); PROVIDED, HOWEVER, that a failure to give such notice will not affect Buyer's right to indemnification (including any payment under Section 5.15(d)) hereunder except to the extent, if any, that, but for such failure, such Group Company and Seller could have avoided the Tax liability in question. (ii) In the case of such an assertiona Tax Contest that relates to a Pre-Closing Period, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to control the conduct of such Tax Contest; PROVIDED that (x) Seller shall indemnify any resulting proceedings Group Company in respect of all third-party costs and to determine whether expenses incurred by such Group Company at Seller's request in connection with such Tax Contest, (y) Seller shall keep Buyer informed of all material progress (and when shall send Buyer copies of all material correspondence relating thereto) of the Tax Contest and (z) Seller shall not enter into any compromise or agree to settle any claim pursuant to such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, Tax Contest with respect to any settlement issue that recurs for any Straddle Period or Post-Closing Period or any item resulting in a reciprocal adjustment to any Straddle Period or Post-Closing Period without the extent such proceedings or settlement materially affect the amount prior written consent of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyer (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Buyer also may participate at its own expense in any such Tax Contest and, if Seller does not notify Buyer within 30 days of receiving notice of such Tax Contest pursuant to Section 5.15(e)(i) hereof of its intent to assume the defense of such Tax Contest, Buyer may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Tax Contest after giving five days' prior written notice to Seller setting forth the terms and conditions of settlement. (iii) In the case of a Tax Contest that relates to a Straddle Period, (x) each of Seller and Buyer may participate in the Tax Contest, and (y) the Tax Contest shall be controlled by that party which would bear the burden of the greater portion of the adjustment (the "CONTROLLING PARTY"); PROVIDED that (a) the Controlling Party shall indemnify any Group Company in respect of all third-party costs and expenses incurred by such Group Company at the Controlling Party's request in connection with such Tax Contest, (b) the Controlling Party shall keep the other party informed of all material progress (and shall send such party copies of all material correspondence relating thereto) of the Tax Contest and (c) if Seller is the Controlling Party, Seller shall not enter into any compromise or agree to settle any claim pursuant to such Tax Contest with respect to any settlement issue that recurs for any Straddle Period or Post-Closing Period or any item resulting in a reciprocal adjustment to any Straddle Period or Post-Closing Period without the extent prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). The principle set forth in clause (b) of the preceding sentence also shall govern for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by Buyer and Seller. (iv) In the case of a Tax Contest that relates to a Post-Closing Period, Buyer shall have the right at its expense to control the conduct of such proceedings settlement affects Tax Contest. (v) Except as provided in paragraph (ii) above, neither Buyer nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the amount other party for such year or a subsequent year, or which would result in a payment under Section 5.15(d), without the written consent of Taxes for the other party, which Sellers are consent may not be unreasonably withheld. Buyer and Seller agree to cooperate, and Buyer agrees to cause CMI, CEL and any of their Subsidiaries to cooperate, in the defense against or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcompromise of any claim in any Tax Contest.

Contests. Whenever Buyer agrees to promptly give written notice to the Sellers’ Representative of the receipt of any Governmental Authority asserts a written notice by the Company, Buyer, or any of their respective Affiliates which involves the assertion of any claim, makes an assessment or otherwise disputes the amount commencement of Taxes for any Action, in respect of which Sellers are or either of the Seller Members may be liable under this Agreement, Purchaser shall, if informed required to pay Taxes as a result of such claim or Action, or an assertionindemnity may be sought by Buyer or any Buyer Indemnitee for Indemnified Taxes (a “Tax Claim”); provided, inform the relevant Seller within ten business days, and the relevant Seller that failure to comply with this provision shall have the not affect Buyer’s or any Buyer Indemnitees’ right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute indemnification hereunder to the extent such proceedings or determinations affect failure materially prejudices the amount Seller Members. The Sellers’ Representative shall control contests of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, Tax Claims solely relating to any settlement to Company Income Tax Returns filed on a pass-through basis for a Pre-Closing Tax Period; provided, however, that the extent such proceedings or settlement materially affect Sellers’ Representative shall obtain the amount prior written consent of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyer (which consent shall not be unreasonably withheld or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim relating to any such Company Income Tax Return; and, then the Purchasers indemnification obligation provided further, that Buyer shall be null entitled to participate in the defense of such claim and void with regard to employ counsel of its choice for such assessmentpurpose, the fees and expenses of which separate counsel shall be borne solely by Buyer. In addition to the foregoing, Buyer shall obtain the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim relating to any Tax Claim that is not controlled by the Sellers’ Representative; and, provided further, that the Sellers’ Representative shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an each party shall promptly notify the other party in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreement, Purchaser shalladministrative or judicial proceeding or of any demand or claim on the other party or its Affiliates which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under Section 7.01. Such notice shall contain factual information (to the extent known to such party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If either party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 7.03, then such party shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to such party. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the date of the Closing, and the relevant Seller shall have the right sole right, at its expense, to control the conduct of such Contest; provided, however, that the Seller shall not settle or compromise any resulting proceedings and asserted liability with respect to determine whether and when to settle any such claim, assessment Contest without the prior written consent of the Purchaser if such settlement or dispute to the extent such proceedings or determinations compromise would adversely affect the amount Tax liability of Taxes for which such Seller may be liable under this Agreementthe Purchaser, except that Purchaser shall have its Affiliates or the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice Companies in a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentpost-Closing Tax period, which consent shall not be unreasonably withheld or delayed. (c) With respect to Straddle Periods, the Seller may elect to direct and control, through counsel of its own choosing, any settlement Contest involving any asserted Tax liability with respect to which indemnity may be sought from the extent such proceedings settlement affects Seller pursuant to Section 7.01 if the amount of Taxes for which Sellers are such asserted Tax liability attributable to Excluded Taxes, in the Purchaser’s good faith judgment, equals or may be liable under this Agreementexceeds the amount of such asserted Tax liability that is not attributable to Excluded Taxes, determined in a manner consistent with Section 7.01(b). If the Seller fails elects to provide direct such Contest, the Seller shall within 60 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall reasonably cooperate and shall cause the Companies to reasonably cooperate, at the Seller’s expense, in each phase of such failure materially prejudices Purchaser's ability Contest. If the Seller elects to defend direct such assessmentContest, then the Purchasers indemnification obligation Purchaser may participate in such Contest, at the Purchaser’s expense. If the Seller elects not to direct the Contest, the Purchaser may assume control of such Contest (at the Purchaser’s expense). If the Purchaser assumes control of such Contest (whether because the Seller elects not to assume control or because it is not entitled to control such Contest), then the Seller may participate, at its own expense, in the Contest. Neither the Seller nor the Purchaser may settle or compromise any asserted liability with respect to any Contest governed by this Section 7.03(c) without prior written consent of the other party, which shall not be null unreasonably withheld or delayed. (d) The Purchaser and void with regard the Seller agree to such assessmentreasonably cooperate, and agree to cause their Affiliates to reasonably cooperate, in the defense against or compromise of any claim in any Contest.

Contests. Whenever (a) After the Closing, Acquirer and the Shareholders shall promptly notify each other in writing of any Governmental Authority asserts a claimdemand or claim received by the Shareholders, makes an assessment Acquirer or otherwise disputes the amount of Target from any Tax authority or other party with respect to Taxes for which Sellers the Shareholders are liable pursuant to Section 12.01(a). Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. (b) The Shareholders (or their designee) may elect to control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be liable sought under this AgreementSection 12.01(a) (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest "). If the Shareholders (or their designee) elect to control a Contest, if informed it shall within 20 calendar days of such an assertion, inform receipt of the relevant Seller within ten business daysnotice of asserted Tax liability notify Acquirer of its intent to do so, and the relevant Seller Shareholders (or their designee) shall have all rights to settle, compromise and/or concede such asserted liability; provided, however, that Acquirer shall have the right to control consult with the Shareholders regarding any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations Contest that may affect the amount of Taxes Acquirer or Target for which such Seller may be liable under this Agreement, except any Post-Closing Period and provided further that Purchaser the Shareholders shall not have the right to consentsettle, which consent will not be unreasonably withheld or delayed, to compromise and/or concede any settlement to the extent such proceedings or settlement materially Contest that may affect the amount of Taxes Acquirer or Target for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Sellerany period after the Closing Date without Acquirer's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to prior written consent, which consent shall not be unreasonably withheld withheld. If the Shareholders elect not to control the Contest or delayedfails to notify Acquirer of its election as herein provided, Acquirer may pay, compromise or contest, at its own expense, subject to (i) reimbursement by the Shareholders for reasonable third party expenses and (ii) the Shareholders' indemnification obligations under Section 12.01(a). Acquirer shall have the sole right to represent Target in any other Contest. (c) In the event that the Shareholders shall after the Closing take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by the Target in any filing, settlement or agreement made by Target prior to the extent Closing and such proceedings inconsistent position (i) requires the payment by Acquirer or Target of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the amount determination of Taxes for useful life, basis or method of depreciation, amortization or accounting of any of the assets or properties of Target or (iii) accelerates the time at which Sellers are any Tax must be paid by Acquirer or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentTarget, then the Purchasers indemnification obligation Shareholders, in each such case, shall be null provide timely and void reasonable notice to Acquirer of such position and shall indemnify Acquirer and hold it harmless from any Tax liability or Tax cost or any Related Costs arising from, in connection with regard or otherwise with respect to such assessmentposition.

Contests. Whenever (a) The Indemnitee shall notify the Indemnitor in writing promptly, and in any Governmental Authority asserts event within thirty (30) days, of becoming aware of the commencement after the Closing Date of any audit or administrative or judicial proceeding, or of any demand or claim on the Indemnitee or any of its Affiliates, which could give rise to a claimclaim for indemnification under Section 7.01 (an “Indemnification Event”). Such notice shall contain factual information (to the extent known to the Indemnitee or its Affiliates) with respect to the Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect thereof. If, makes in breach of its obligations hereunder, the Indemnitee fails to give the Indemnitor notice of an assessment or otherwise disputes Indemnification Event, the amount of Taxes for which Sellers are or may Indemnitor shall not be liable under this AgreementAgreement for such claim to the extent, Purchaser if any, that the rights of the Indemnitor with respect to such claim are actually prejudiced or the amount of Tax which the Indemnitor would be required to indemnify is increased by such breach. (b) Subject to Section 7.03(d), the Indemnitor may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any Taxes for which indemnity could be sought from the Indemnitor under Section 7.01 (any such audit, claim for refund or proceeding is referred to herein as a “Contest”). If the Indemnitor elects to direct a Contest, it shall promptly notify the Indemnitee of its intent to do so and in any event within sixty (60) days of receipt of the notice of the Indemnification Event relating to such Contest and, if requested by the Indemnitee, the Indemnitor shall furnish to the Indemnitee in due course, as a condition to further pursuing such Contest, an opinion of the Indemnitor’s independent tax counsel to the effect that the Indemnitor will more likely than not win such Contest. In the case of any Contest, the Indemnitee and each of its Affiliates, as the case may be, shall give to the Indemnitor any information reasonably requested by the Indemnitor relating to such Contest and otherwise shall cooperate with the Indemnitor in good faith in order to contest effectively any such Contest. The Indemnitor shall, if informed on demand, reimburse all “out of pocket” costs and expenses which the Indemnitee or its Affiliate may incur in connection with such an assertionContest (but not in connection with exercising the right of attendance described below), inform including reasonable attorneys’ and accountants’ fees and disbursements. The Indemnitee or its duly appointed representatives shall be allowed to attend all meetings between the Indemnitor and the taxing authority in question and shall be provided with copies of all material correspondence and documents relating to such Contest. If the Indemnitor fails to notify the Indemnitee of its election as herein provided, the Indemnitee and each of its Affiliates, as applicable, may take such reasonable steps as may be prudent and within its capacity to preserve the right of the relevant Seller within ten business daysentity to contest such asserted Tax liability, may pay, compromise or contest, such asserted Tax liability and shall be reimbursed by the relevant Seller shall have the right Indemnitor for all “out of pocket” costs and expenses, including reasonable attorneys’ and accountants’ fees and disbursements incurred pursuant to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute this sentence to the extent such proceedings or determinations affect attributable to a Tax liability indemnifiable by the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementIndemnitor hereunder. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andHowever, in any each such case, Purchaser shall have neither the right Indemnitee nor any of its Affiliates may settle or compromise any asserted Tax liability without the consent of the Indemnitor; provided, however, that consent to control any resulting proceedings and to determine whether and when to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld or delayed. If the Indemnitor chooses to direct the Contest, the Indemnitee shall promptly empower and shall cause each of its Affiliates, as applicable, promptly to empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of the Indemnitor as it may designate to represent the Indemnitee and any settlement to relevant Affiliate in the extent such proceedings settlement affects Contest insofar as the amount of Taxes Contest involves an asserted Tax liability for which Sellers are or may the Indemnitor could be liable under this AgreementSection 7.01. (c) Subject to making any payment or deposit as may be required by Law as a precondition to pursuing any judicial determination, the Indemnitor may cause a Contest to be prosecuted to a determination in a court of initial jurisdiction, and if the Indemnitor shall have furnished the Indemnitee with an opinion of the Indemnitor’s independent tax counsel to the effect that the Indemnitor will more likely than not successfully appeal the determination of any court, the Indemnitor may cause such Contest to be prosecuted to a determination in an appellate court. (d) Nothing contained herein shall permit the Indemnitor to control any such Contest, if the Indemnitee and each of its Affiliates, as applicable, shall waive the payment by the Indemnitor of any amount that might otherwise be payable by the Indemnitor hereunder by way of indemnity in respect to such Contest. If Seller fails Upon any such waiver, the Indemnitee shall repay to provide the Indemnitor any payments made by the Indemnitor to any taxing authority in such notice and such failure materially prejudices Purchaser's ability Contest (together with interest, from the date the payment to defend such assessmentthe taxing authority was made by the Indemnitor to the date of repayment by the Indemnitee, then at the Purchasers indemnification obligation statutory rate which shall be null and void applicable from time to time with regard respect to such assessmentdeficiencies for the Taxes in question).

Contests. Whenever (i) After the Closing, Purchaser shall promptly notify the Seller Representative in writing of any demand, claim or notice received by Purchaser or any Affiliate thereof (including the Company) from any Governmental Authority asserts Body or any other Person relating to the commencement of any Tax-related action, audit, claim for refund, or administrative or judicial proceeding (each, a claim“Tax Action”) to the extent such Tax Action relates to (each, makes a “Seller Tax Action”) (x) a Pass-Through Income Tax Return for any period (or portion thereof) during which any Seller held an assessment interest in the Company or (y) any Tax Action the resolution or outcome of which could result in any Tax or related Liability, damage or loss due or payable by any Seller to any Governmental Body or Purchaser (or any of its Affiliates) pursuant to this Agreement (Section 7.4(h)) (each, an “Other Tax Action”). Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of any notice or other document received from any Governmental Body or any other Person in respect of any such asserted Tax liability. (ii) The Seller Representative shall have the right (at its election and at its own expense and by the counsel and representatives of its own choosing) to control the defense and resolution all Seller Tax Actions by providing written notice to the Purchaser. With respect to any Seller Tax Action controlled by the Seller Representative, (i) the Seller Representative may not settle any Seller Tax Action without the prior written consent of Purchaser (which consent Purchaser will not be unreasonably withhold, conditioned or delayed), (ii) the Seller Representative will keep Purchaser reasonably informed of all material communications with any Governmental Body, and (iii) with respect to any Seller Tax Action that is an Other Tax Action or which is reasonably likely to result in any Tax imposed directly on the Company, Purchaser (at its sole expense) may passively participate in (but not control or otherwise disputes settle or resolve) such Seller Tax Action. The Seller Representative will have the amount of Taxes for which Sellers are right to participate (at its sole expense) in any proceeding with respect to Tax Action that Seller Representative does not elect to control pursuant to this Section 7.4(d) or may be liable under this Agreementthat Seller ceases to control (each, a “Purchaser shall, if informed Controlled Action”). Purchaser shall control the conduct of such an assertionPurchaser Controlled Action, inform the relevant Seller within ten business days, and the relevant but Seller shall have the right to participate in such Purchaser Controlled Action at its own expense and, with the written consent of Purchaser, in Purchaser’s sole discretion, and at its expense, Seller may assume control of the conduct of such Tax Action. Purchaser shall not (and shall not cause or permit) the resolution or settlement of any resulting proceedings and Purchaser Controlled Action without the prior written consent of the Seller Representative (such consent not to determine whether and when be unreasonably withheld, conditioned or delayed). Notwithstanding anything to settle the contrary in the foregoing provisions, if Purchaser fails to assume control of the conduct of any such claimPurchaser Controlled Action within a reasonable period following the receipt by Purchaser of notice of such Tax Action or fails to defend or contest any such Tax Action in good faith or by appropriate proceeds, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser Representative shall have the right (but not the obligation) to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent assume control of such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice Tax Action and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard able to settle, compromise and/or concede such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, Tax Action in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentits sole discretion.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shalla “Contest” is any audit, if informed court proceeding or other dispute with respect to any tax matter that affects the Companies, Alcomat, Allied Concrete and any of their Subsidiaries. Unless Acquiror has previously received written notice from the Sellers of the existence of such an assertionContest, inform Acquiror shall give written notice to the relevant Sellers of the existence of any Contest relating to a tax matter that is the responsibility of the Seller Indemnifying Parties under Section 6.9(b) within ten business daysdays from the receipt by Acquiror of any written notice of such Contest, but no failure to give such notice shall relieve the Seller Indemnifying Parties of any liability hereunder, except to the extent that the Seller Indemnifying Parties are prejudiced by such failure to give timely notice. Unless the Sellers have previously received written notice from Acquiror of the existence of such Contest, the Sellers shall give written notice to Acquiror of the existence of any Contest for which Acquiror has responsibility within ten days from the receipt by the Sellers of any written notice of such Contest. Acquiror, on the one hand, and the Sellers, on the other hand, agree, in each case at no cost to the other party, to cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant Seller information necessary or useful in connection with any Contest requiring any such books, records and files. The Sellers shall, at their election, have the right to represent each of the Company’s interests in any Contest relating to a tax matter arising in a period ending on or before the Closing Date, to employ counsel of their choice at their expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that Acquiror shall have the right to control any resulting proceedings and to determine whether and when to settle consult with the Sellers regarding any such claimContest that may affect either of the Companies , assessment Alcomat, Allied Concrete and any of their Subsidiaries or dispute taxes relating to the extent BSI Properties for any periods ending after the Closing Date at Acquiror’s own expense and provided, further, that any settlement or other disposition of any such proceedings or determinations affect Contest may only be with the amount consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentAcquiror, which consent will not be unreasonably withheld withheld, delayed or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementconditioned. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser Acquiror shall have the right to control the conduct of any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, Contest with respect to any settlement to tax matter arising in a period ending after the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentClosing Date.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Buyer shall promptly notify Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on Buyer, Purchaser shallits Affiliates or the Acquired Companies which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by Seller. Such notice shall contain factual information (to the extent known to Buyer, its Affiliates or the Acquired Companies) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Buyer fails to give Seller prompt notice of an asserted Tax liability as required by this Section 8.4, then Seller shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a material detriment to Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings the conduct of such Contest, provided, however, that Seller shall keep Buyer reasonably informed with respect to such Contest and that Buyer may (at its sole expense) participate in the defense of such Contest. Seller shall not settle or otherwise agree to determine whether and when to settle the resolution of any such claim, assessment or dispute to Contest without the extent such proceedings or determinations affect the amount prior written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (c) Buyer shall direct and control, through counsel of its own choosing, any Contest with respect to a taxable period that begins prior to the Closing Date and ends after the Closing (a “Straddle Period”), and Seller shall cooperate in each phase of such Contest. None of Buyer or any Acquired Company may settle or compromise any asserted liability for which Seller would have an indemnification obligation pursuant to this Article 8 without prior written consent of Seller; provided, however, that consent to settlement or compromise shall not be unreasonably withheld, conditioned, or delayed. In any event, Seller may participate, at its own expense, in such Contest to the extent such proceedings settlement affects it could result in an indemnification obligation of Seller pursuant to this Article 8. (d) Buyer and Seller agree to cooperate, and Buyer agrees to cause the Acquired Companies to cooperate, in the defense against or compromise of any claim in any Contest. (e) For purposes of this Agreement, Taxes allocable to the portion of a Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes other than income Taxes, South Dakota Mineral Severance Tax and Taxes based on receipts or sales or that are otherwise transactionally based, deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any income Taxes, South Dakota Mineral Severance Tax and Taxes for based on receipts or sale or that are otherwise transactionally based, be deemed equal to the amount which Sellers would be payable if the relevant Straddle Period ended on the Closing Date, provided that all permitted allowances, credits, exemptions and deductions that are or may be liable under this Agreement. If Seller fails to provide normally computed on the basis of an entire year period (such notice as depreciation and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation amortization deductions) shall accrue on a daily basis and shall be null allocated between the pre-Closing portion of the Straddle Period and void the post-Closing portion of the Straddle Period in proportion to the number of days in each such period; provided, however, that any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended on the Closing Date and provided that all determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with regard prior practices of the Acquired Companies, except where such practice is not consistent with applicable legal requirements. Notwithstanding the foregoing, any penalty, interest or addition to Tax shall be allocated to the party that bears the liability for the Tax to which such assessmentpenalty, interest or addition to Tax relates, regardless of when such penalty, interest or addition to Tax is assessed.

Contests. Whenever If any Governmental Authority asserts issues to Buyer, the Company, Holdco or any of their respective Affiliates a claimwritten notice of its intent to audit, makes examine or conduct a proceeding, a written notice of its determination of an objection to an assessment with respect to Taxes or otherwise disputes Tax Returns of the amount Company or Holdco for a Pre-Closing Tax Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the filing of Taxes for which Sellers are or may be liable under this Agreementa Tax Return (a “Tax Claim”), Purchaser shall, if informed Buyer shall notify Seller of its receipt of such an assertionTax Claim within five (5) Business Days following receipt; provided however, inform that the relevant failure of Buyer to notify Seller of its receipt of a Tax Claim within ten business daysfive (5) Business Days shall not relieve Seller from liability pursuant to Section 6.03(a) except to the extent Seller is materially prejudiced as a consequence of such failure. Seller shall control any Tax Claim and any other matter with respect to a Pre-Closing Tax Period of the Company or Holdco (a “Seller’s Tax Contest”); provided, that with respect to a Seller’s Tax Contest that involves United States federal or Arizona income Taxes (a “Seller’s Consolidated Tax Contest”) Seller shall provide Buyer with any information that Buyer reasonably requests that pertains solely to either the Company or Holdco and is in connection with the relevant Seller Seller’s Consolidated Tax Contest and, provided further, with respect to a Seller’s Tax Contest that is not a Seller’s Consolidated Tax Contest (i),the Buyer, at its sole cost and expense, shall have the right to control any resulting proceedings participate in such Seller’s Tax Contest; and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement (ii) Seller shall if informed of not settle such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Seller’s Tax Contest without Buyer’s prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, to any settlement provided that, if Buyer does not consent to the extent settlement then (a) Buyer shall be obligated to assume the defense of such proceedings settlement affects Seller’s Tax Contest; and (b) Buyer’s indemnification obligations relating to such Seller’s Tax Contest pursuant to this Agreement (including for the avoidance of doubt Section 6.03(a)) shall be limited to the amount of Taxes for which Sellers are that Buyer would have been obligated to indemnify if such Seller’s Tax Contest was resolved in accordance with the terms of the proposed settlement. Buyer shall control any Tax Claim that is not a Seller’s Tax Contest (a “Buyer’s Tax Contest”), provided that Seller, at its sole cost and expense, shall have the right to participate in any Buyer’s Tax Contest that relates to a Straddle Period. Notwithstanding anything in this Agreement to the contrary, Buyer, the Company or may be liable under this Agreement. If Holdco or any of their respective Affiliates shall not resolve, settle, compromise, or abandon any issue or claim without the prior written consent of Seller fails to provide if such notice action would result in the imposition of any Pre-Closing Taxes on the Company or Holdco, as applicable; provided, however, Buyer, the Company, Holdco and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation their respective Affiliates shall be null entitled to enter into such settlement without the consent of Seller so long as Buyer, the Company and void with regard Holdco agree in writing that Seller shall not be responsible for or covenant to pay and shall not indemnify the Buyer Indemnitees from and against any Pre-Closing Taxes of the Company or Holdco resulting from such assessmentsettlement or action.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser or of any of the Company and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII; provided, however, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Article VII except to the extent, if any, that, but for such failure, the Seller or the Parent could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that the Seller acknowledges in writing its liability under this Agreement to hold the Purchaser, the Company and the Subsidiaries harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any taxable year that includes the Closing Date, against an assertionadjustment allocable under Section 7.01(b) to the portion of such year ending on or before the Closing Date), inform the relevant Seller within ten business days, and the relevant Seller Parent each shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential adjustment for which the Seller and the Parent each has acknowledged its liability; the Purchaser also may participate in any such -40- audit or proceeding and, if the Seller or the Parent does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Seller or the Parent setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Seller and the Parent each has acknowledged its liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both the Seller and/or the Parent (as evidenced by its acknowledgment under this Section 7.04) and the Purchaser or the Company or any Subsidiary could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by the Purchaser and the Seller and/or the Parent. (d) None of the Purchaser, the Parent or the Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld or delayedwithheld. The Purchaser, the Parent and the Seller agree to any settlement cooperate, and the Purchaser agrees to cause the extent such proceedings or settlement materially affect Company and the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails Subsidiaries to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control claim in any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever any (i) If a Governmental Authority Entity asserts a claim for Taxes against the Company or its Subsidiaries and (ii) Sellers could be responsible for any portion of those Taxes under Section 7.2(a) (any such claim, makes an assessment a “Tax Claim”), then the Party first receiving notice of such Tax Claim shall promptly provide to Parent, the Surviving Corporation and the Representative written notice specifying in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Governmental Entity in respect of such Tax Claim; provided, however, that the failure of such party to give such prompt and detailed notice shall not relieve the other party of any of its obligations under this Section 7.2, except if and only to the extent that the other party is actually and materially prejudiced thereby. (ii) If, within 30 days after the Representative receives notice of a Tax Claim (whether from a Governmental Entity or otherwise disputes the amount of pursuant to Section 7.2(g)(i)), which relates solely to Taxes for which Sellers are or may would be liable responsible under this AgreementSection 7.2, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business daysRepresentative provides to Parent a written notice in which the Representative elects to contest, and to control the relevant Seller defense or prosecution of, such Tax Claim, then, subject to the provisions of this Section 7.2(g), the Representative shall have the right to control any resulting proceedings defend or prosecute and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentcontrol, at the Sellers’ sole cost and expense, such Tax Claim by all appropriate proceedings. Parent shall be entitled to control the defense of all other Tax Claims of the Company and its Subsidiaries. For any Tax Claim that the Representative is entitled to control pursuant to this Section 7.2(g) or that relates to a Tax for which the Sellers are responsible pursuant to Section 7.2(a), (i) the Party controlling the defense or prosecution of the Tax Claim (the “Controlling Person”) shall defend or prosecute the Tax Claim diligently and in good faith; (ii) the Controlling Person shall not enter into any compromise or settlement of such Tax Claim without the prior written consent of the other Parties (the “Non-Controlling Person”), which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed; (iii) the Controlling Person shall inform the Non-Controlling Person of all material developments and events relating to such Tax Claim (including providing to the Non-Controlling Person copies of relevant portions of all written materials relating to such Tax Claim); (iv) the Non-Controlling Person shall cooperate with the Controlling Person and its representatives in good faith in order to contest effectively such Tax Claim; and (v) the Non-Controlling Person or its authorized representative shall be entitled, at its own expense (or, in the case of the Representative, at the expense of the Sellers), to any settlement to the extent such attend and participate in, all conferences, meetings and proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard relating to such assessmentTax Claim.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of (i) the initiation of any Governmental Authority asserts audit or other examination by a claim, makes an taxing authority of any Pre-Closing Period and (ii) any written notice of a proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount Purchaser or any member of Taxes the Target Group which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VII; provided, Purchaser shallhowever, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VII except to the extent, if informed any, that such failure to promptly provide notice materially affected the ability of such the Seller to successfully avoid or materially reduce the Tax liability in question. (b) In the case of an assertionaudit or administrative or judicial proceeding that relates to Pre-Closing Period, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle the conduct of such audit or proceeding; the Purchaser also may participate, at its own expense, in any such claimaudit or proceeding, assessment provided that the Purchaser may not settle such audit or dispute proceeding without the Purchaser’s consent if the Seller does not agree prior to entering into such settlement to pay the resulting Tax. I If the Seller does not assume the control of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding, subject to the extent such proceedings Seller’s consent, which shall not be unreasonable withheld or determinations affect delayed. In the amount of Taxes event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which such Seller may the Purchaser would be liable under this Agreementliable, except that the Purchaser shall have the right to consentright, which consent will not be unreasonably withheld or delayedat its expense, to any settlement control the audit or proceeding with respect to the latter issues, except to the extent such proceedings or settlement materially affect that it would be harmful to the amount of Taxes Seller. (c) With respect to issues relating to a potential adjustment for which both the Seller and the Purchaser or any member of the Target Group could be liable, (i) both the Seller and the Purchaser may participate in the audit or proceeding and (ii) the audit or proceeding shall be liable controlled by the Purchaser, and the Seller and Purchaser shall take commercially reasonable efforts to separate such audit or proceeding so that issues relating to each of them can be handled separately. The principle set forth in this Section 7.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Agreement. If Article VII by the Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard . (d) With respect to such assessment. Whenever any Taxing Authority asserts Tax audit or proceeding for a claimPre-Closing Period, makes an assessment or otherwise disputes neither the amount of Taxes for which Purchaser is liable under this Agreement nor the Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in enter into any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when compromise or agree to settle any claim pursuant to such claim, assessment audit or dispute, except that Sellers shall have proceeding which would adversely affect the right to consentother party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent shall be timely and shall not be unreasonably withheld withheld, delayed or delayedconditioned. The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause its Affiliates to cooperate, in the defense against or compromise of any settlement to the extent claim in any such proceedings settlement affects the amount of Taxes for which Sellers are audit or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever The Buyer shall promptly notify the Seller in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 6.4; PROVIDED, HOWEVER, that a failure to give such notice will not affect the Buyer's right to indemnification hereunder, except to the extent, if any, that, but for such failure, the Seller could have avoided the Tax liability in question. In the case of an audit or administrative or judicial proceeding that relates to any Pre-Closing Period, PROVIDED that within 30 days after the Seller receives the written notice from the Buyer required under this Section 6.4(k) and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Seller acknowledges in writing the Seller's liability under this Section 6.4 to hold the Buyer and the Company harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at his own expense to control the conduct of such audit or proceeding; PROVIDED, HOWEVER, that the Seller shall not settle or otherwise compromise any resulting proceedings and to determine whether and when to settle issue or matter without the Buyer's prior written consent if such issue or matter will have a material affect on the Tax liability of the Buyer or the Company for a Post-Closing taxable year or period (or for an Interim Period). The Buyer also may participate in any such claimaudit or proceeding at its own expense and, assessment if the Seller does not assume the defense of any such audit or dispute proceeding, the Buyer may, without any effect to its or the Company's right to indemnification under this Section 6.4, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. Except as provided otherwise in this Section 6.4(k), the Buyer shall control at its own expense any and all audit, administrative and judicial proceedings related to the extent such proceedings Company or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a SellerCompany's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTaxes.

Contests. Whenever any Governmental (a) After the Closing, the Purchaser shall promptly notify the Seller in writing upon receipt of a correspondence or a notice from a Taxing Authority asserts a claim, makes of an assessment audit or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shallinquiry that, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01 or Section 9.02. Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates or any of the Acquired Companies) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Seller notice within 30 days of receiving the correspondence or notice from a Taxing Authority, then the Seller shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant extent that the Seller within ten business daysis prejudiced by such failure to give such notice. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to Pre-Closing Periods (other than a Contest described in Section 7.03(c)), and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and the conduct of such Contest. (c) With respect to determine whether and when to settle any such claimStraddle Periods (other than a Contest described in Section 7.03(d)), assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, except that the Seller shall within 30 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall have cooperate and shall cause the right Acquired Companies to consentfully cooperate, which consent will not be unreasonably withheld or delayedat the Seller’s expense, to any settlement to the extent in each phase of such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementContest. If the Seller elects not to direct the Contest, the Purchaser fails to or any of the Acquired Companies may assume control of such Contest (at the Purchaser’s expense), and the Purchaser shall provide the Seller a timely and reasonably detailed summary of each phase of such notice and Contest. However, in such failure shall materially prejudice a Seller's ability to defend such assessmentcase, then none of the Purchaser or any of the Acquired Companies may settle or compromise any asserted liability without prior written consent of the Seller's indemnification obligations shall be null and void with regard ; provided, however, that consent to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment settlement or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld withheld, conditioned or delayed. In any event, the Seller may participate, at its own expense, in a Contest described in this Section 7.03(c). (d) Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control in all respects, and neither the Purchaser nor any of its Affiliates shall be entitled to participate in, any Contest with respect to (i) any Tax Return of the Seller or any of its Subsidiaries (other than the Acquired Companies) and (ii) any Tax Return of a consolidated, combined, unitary, or affiliated Tax group of which the Seller is a member. (e) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the Acquired Companies to cooperate, in the defense against or compromise of any claim in any Contest. (f) Notwithstanding anything to the contrary in this Agreement, this Section 7.03 shall control with respect to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever any Governmental Authority asserts a claim, makes (a) In the case of an assessment audit or otherwise disputes administrative or judicial proceeding that relates to periods ending on or before the amount of Taxes Balance Sheet Date for which Purchaser may seek indemnity from Sellers, the Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations proceeding relates solely to a potential adjustment for which the Sellers have acknowledged the Sellers' liability and the issue underlying the potential adjustment does not recur for any period ending subsequent to the Balance Sheet Date. The Sellers shall keep the Purchaser fully informed of the progress of any such audit or proceeding and, if it appears in the sole discretion of the Purchaser, that such audit or proceeding may reasonably be expected to adversely affect the amount Purchaser or any Company, the Purchaser also may participate in any such audit or proceeding. If the Sellers do not assume the defense of Taxes any such audit or proceeding promptly, the Purchaser may defend and settle the same (for the Sellers' account and at Sellers' expense) in such manner as it may deem appropriate. In the event that a potential adjustment as to which the Sellers would be liable is present in the same proceeding as a potential adjustment for which such Seller may the Purchaser would be liable under this Agreementliable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter potential adjustment. (b) With respect to a potential adjustment for which both the Sellers and the Purchaser or any Company could be liable, or which involves an issue that recurs for any period ending after the Balance Sheet Date (whether or not the subject of audit at such time), (i) both the Purchaser and the Sellers may participate in the audit or proceeding, each at its own expense, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the dollar amount of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in circumstances in which separate issues are otherwise controlled hereunder by the Purchaser and the Sellers. (c) Except as provided in Section 8.4(a) above, neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party, or result in a material benefit to that party, for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever a) The Company may organise, conduct, roll out, collaborate for various contests, competitions, matches, events on the App at its sole discretion and on such terms and conditions as it may deem fit (“Contests”) for the participation, access of Users and/or any Governmental Authority asserts a claimother third parties (“Participants”). b) The Company shall be entitled to revise, makes an assessment modify the terms and conditions in relation to such Contests at any time without giving any notice or intimation to any person and/or the Participants. c) All Participants hereby expressly agree to abide by and follow the terms and conditions of every Contest and/or applicable laws as may be applicable from time to time. d) All Participants hereby expressly agree and understand intellectual property rights in any User Provided Content, contents, works uploaded/posted in relation to the Contests or otherwise disputes on the amount App shall be original in nature, fresh/ novel works and shall not infringe on any rights (including intellectual property rights) of Taxes for which Sellers are any persons/ parties whatsoever. The Participants indemnify the Company in full in respect of the claims/ damages/ losses suffered by the Company. e) All Participants hereby expressly agree and understand intellectual property rights in any User Provided Content, contents, works uploaded/posted in relation to the Contests or may otherwise on the App shall solely belong to the Company. f) All content, works posted/ uploaded on the App in respect of the Contests is either owned by the Company or irrevocably assigned to the Company in perpetuity. g) The Company shall be liable under this Agreemententitled to use, Purchaser shallutilise, if informed edit, exploit, replicate, disclose, broadcast, share or in any manner deal with or dispose of such an assertionany and all content, inform works posted/ uploaded on the relevant Seller within ten business days, App in respect of the Contests in perpetuity and the relevant Seller Participants shall have not claim any rights, title, interest and/or entitlements in respect of the same. h) Nothing contained on the App in relation to the Contest should be construed as granting any licence or right to control any resulting proceedings and User/ Participant, to determine whether and when to settle use any such claim, assessment or dispute intellectual property belonging either to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void Company and/or third party service provider associated with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andApp, in any case, Purchaser shall have manner whatsoever and the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent Participants shall not be unreasonably withheld entitled to use, utilise, edit, exploit, replicate, disclose, broadcast, share or delayedin any manner deal with or dispose of any and all content, works posted/ uploaded on the App in respect of the Contests in perpetuity. i) The Terms of Use of the App shall be applicable to any settlement all Participants, persons having access to the extent such proceedings settlement affects App in respect of the amount of Taxes for which Sellers are or may Contests mutatis mutandis. j) In no case shall the Company be liable under this Agreement. If Seller fails for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from the Participants use of any of the App, or for any other claim related in any way to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentthe Participants’ use of the App or Services, then including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of any Content or any content (or product) posted, transmitted, or otherwise made available via the Purchasers indemnification obligation shall be null and void with regard to such assessmentApp.”

Contests. Whenever The Buyer shall promptly notify the Sellers' Representative in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the Company or any Subsidiary which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 6.4; PROVIDED, HOWEVER, that a failure to give such notice will not affect the Buyer's right to indemnification hereunder, except to the extent, if any, that, but for such failure, the Sellers' Representative could have avoided the Tax liability in question. In the case of an audit or administrative or judicial proceeding that relates to any Pre-Closing Period, PROVIDED that within 30 days after the Sellers' Representative receives the written notice from the Buyer required under this Section 6.4(d) and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers' Representative acknowledges in writing the Sellers' liability under this Section 6.4 to hold the Buyer and the Company harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding, inform the relevant Seller within ten business days, and the relevant Seller Sellers' Representative shall have the right at his, her or its own expense to control the conduct of such audit or proceeding; PROVIDED, HOWEVER, that the Sellers' Representative shall not settle or otherwise compromise any resulting proceedings and to determine whether and when to settle issue or matter without the Buyer's prior written consent if such issue or matter will have a material effect on the Tax liability of the Buyer or the Company or any Subsidiary for a post-Closing taxable year or period. The Buyer also may participate in any such claimaudit or proceeding at its own expense and, assessment if the Sellers' Representative does not assume the defense of any such audit or dispute proceeding, the Buyer may, without any effect to its or the Company's right to indemnification under this Section 6.4, defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. Except as provided otherwise in this Section 6.4(d), the Buyer shall control at its own expense any and all audit, administrative and judicial proceedings related to the extent such proceedings Company, the Subsidiaries or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmenttheir Taxes.

Contests. Whenever Notwithstanding anything in this Agreement to the contrary (including Section 8.4), (i) Buyer agrees to give written notice to HTA Holdings of the receipt by the Company or its Affiliates, Buyer or any Governmental Authority asserts a of Buyer’s Affiliates of any written notice asserting any claim, makes or the commencement of any action, in respect of which an assessment indemnity is reasonably expected to be sought by Buyer under Article VIII as a result of a breach of a representation or otherwise disputes warranty set forth in Section 3.17 or under Section 8.2(d) (a “Tax Indemnity Claim”); provided, that failure to comply with the amount foregoing shall not release any Indemnifying Party from any of Taxes for which Sellers are or may be liable its obligations under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such proceedings failure and (ii) each of the HTA Holdings Owners and the Charity agree to give written notice to Buyer of the receipt by the HTA Holdings Owners (or determinations affect their direct or indirect owners or Affiliates) or the amount Charity, as applicable, of Taxes for which any Action that could reasonably be expected to result in an adjustment to the Tax Adjustment Amount (a “Tax Adjustment Claim,” and together with a Tax Indemnity Claim, a “Tax Claim”); provided, that failure to comply with the foregoing shall not release Buyer from any of its obligations under Section 6.7(e) except to the extent that Buyer is materially prejudiced by such Seller may be liable under this Agreementfailure. Buyer shall control the contest or resolution of any Tax Indemnity Claim and any matter in any Tax Adjustment Claim that could result in an adjustment to the Tax Adjustment Amount; provided, except however, that Purchaser Buyer shall have obtain the right to consentprior written consent of HTA Holdings (in the case of a Tax Indemnity Claim) or the HTA Holdings Owners or the Charity, as applicable (in the case of a Tax Adjustment Claim)) (which consent will shall in each case not be unreasonably withheld withheld, conditioned or delayed, to ) before entering into any settlement to the extent such proceedings of a claim or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability ceasing to defend such assessmentclaim; and, then provided further, that HTA Holdings (in the Seller's indemnification obligations case of a Tax Indemnity Claim) or the HTA Holdings Owners or the Charity, as applicable (in the case of a Tax Adjustment Claim), shall be null and void with regard entitled to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes participate in the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed defense of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings claim and to determine whether employ counsel of such Person’s choice for such purpose, the fees and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, expenses of which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation separate counsel shall be null and void with regard to borne solely by such assessmentPerson.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may (i) Carrier (at Carrier’s own expense) shall be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right entitled to control the defense (including as to settlement, except as provided below) of any resulting proceedings and audit, litigation, proceeding, or other action with respect to determine whether and when Taxes (a “Tax Proceeding”) with respect to settle any such claima Pre-Closing Tax Period (other than a Straddle Period, assessment or dispute Straddle Periods being governed by Section 11.01(h)(iii) below) to the extent such proceedings audit, litigation, proceeding or determinations affect other action relates to the amount Company or the Northeast Business Contributed Assets (“Pre-Closing Northeast Business Audits”), provided, however, that Carrier shall not cause the Company to enter into a settlement that by its terms, and without Watsco’s prior written consent, binds the Company for a Post-Closing Tax Period as a result of Taxes for which the settlement of such Seller may Pre-Closing Northeast Business Audit. The Company shall be liable under entitled to control such Tax Proceeding (at Carrier’s expense) to the extent Carrier does not exercise its right to control a Tax Proceeding pursuant to this AgreementSection 11.01(h)(i). The Parties agree that the Company shall not be permitted to settle, compromise, or discharge any Pre-Closing Northeast Business Audit, or admit any liability with respect thereto, without the prior written consent of Carrier. (ii) Watsco (at Watsco’s own expense) shall be entitled to control the defense (including as to settlement, except that Purchaser shall have the right as provided below) of any Tax Proceeding with respect to consenta Pre-Closing Tax Period (other than a Straddle Period, which consent will not be unreasonably withheld or delayed, to any settlement Straddle Periods being governed by Section 11.01(h)(iv) below) to the extent such proceedings or Tax Proceeding relates to the Homans Business Contributed Assets (“Pre-Closing Homans Business Audit”), provided, however, that Watsco shall not cause the Company to enter into a settlement materially affect that by its terms, and without Carrier’s prior written consent, binds the amount Company for a Post-Closing Tax Period as a result of Taxes for which Purchaser may be liable under this Agreementthe settlement of such Pre-Closing Homans Business Audit. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations The Company shall be null and void with regard entitled to control such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes Tax Proceeding (at Watsco’s expense) to the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the extent Watsco does not exercise its right to control any resulting proceedings a Tax Proceeding pursuant to this Section 11.01(h)(ii). (iii) In the case of a Tax Proceeding for a Straddle Period with respect to the Company or the Northeast Business Contributed Assets, if such Tax Proceeding relates or could reasonably be expected to relate to both a claim for Taxes with respect to the Company or the Northeast Business Contributed Assets (“Northeast Business Taxes”) for a Pre-Closing Tax Period and a claim for Northeast Business Taxes for a Post-Closing Tax Period, and such claim for Northeast Business Taxes for a Pre-Closing Tax Period is not separable from such claim for Northeast Business Taxes for a Post-Closing Tax Period, the Company (if the claim for Northeast Business Taxes that are for a Post-Closing Tax Period exceeds or reasonably could be expected to determine whether exceed in amount the claim for Northeast Business Taxes for a Pre-Closing Tax Period) or otherwise Carrier (Carrier or the Company, as the case may be, the “Northeast Business Tax Contest Controlling Party”), shall be entitled to control the defense of such Tax Proceeding. In such case, the other Party (the “Northeast Business Tax Contest Non-Controlling Party”) shall be entitled to participate fully (at the Northeast Business Tax Contest Non-Controlling Party’s sole expense) in the conduct of such Tax Proceeding and when to settle any the Northeast Business Tax Contest Controlling Party shall not settle, compromise, or discharge such claim, assessment or dispute, except that Sellers shall have Tax Proceeding without the right to consent, consent of such Northeast Business Tax Contest Non-Controlling Party (which consent shall not be unreasonably withheld or delayed, to any settlement ). The costs and expenses of conducting the defense of such Tax Proceeding shall be reasonably apportioned based on the relative amounts of the claim for Northeast Business Taxes for a Pre-Closing Tax Period and the claim for Northeast Business Taxes for a Post-Closing Tax Period. (iv) In the case of a Tax Proceeding for a Straddle Period with respect to the extent Homans Business Contributed Assets, if such proceedings settlement affects Tax Proceeding relates or could reasonably be expected to relate to both a claim for Taxes with respect to the amount of Homans Business Contributed Assets (“Homans Business Taxes”) for a Pre-Closing Tax Period and a claim for Homans Business Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice a Post-Closing Tax Period, and such failure materially prejudices Purchaser's ability claim for Homans Business Taxes for a Pre-Closing Tax Period is not separable from such claim for Homans Business Taxes for a Post-Closing Tax Period, the Company (if the claim for Homans Business Taxes that are for a Post-Closing Tax Period exceeds or reasonably could be expected to defend such assessmentexceed in amount the claim for Homans Business Taxes for a Pre-Closing Tax Period) or otherwise Watsco (Watsco or the Company, then as the Purchasers indemnification obligation case may be, the “Homans Business Tax Contest Controlling Party”), shall be null entitled to control the defense of such Tax Proceeding. In such case, the other Party (the “Homans Business Tax Contest Non-Controlling Party”) shall be entitled to participate fully (at the Homans Business Tax Contest Non-Controlling Party’s sole expense) in the conduct of such Tax Proceeding and void with regard to the Homans Business Tax Contest Controlling Party shall not settle, compromise, or discharge such assessmentTax Proceeding without the consent of such Homans Business Tax Contest Non-Controlling Party (which consent shall not be unreasonably withheld or delayed). The costs and expenses of conducting the defense of such Tax Proceeding shall be reasonably apportioned based on the relative amounts of the claim for Homans Business Taxes for a Pre-Closing Tax Period and the claim for Homans Business Taxes for a Post-Closing Tax Period.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shalla “Contest” is any audit, if informed court proceeding or other dispute with respect to any Tax matter that affects the Company or any of its Subsidiaries. Unless the Parent has previously received written notice from the Securityholder Representative of the existence of such an assertionContest, inform the relevant Seller Parent shall give written notice to the Securityholder Representative of the existence of any Contest relating to a Tax matter that is the responsibility of the Participating Securityholders under Section 7.2(f) within ten business days14 days from the receipt by the Parent of any written notice of such Contest, but no failure to give such notice shall relieve the Participating Securityholders of any liability hereunder, except to the extent that the Participating Securityholders are materially prejudiced by such failure to give timely notice. The Parent, on the one hand, and the Securityholder Representative, on behalf of the Participating Securityholders, on the other hand, agree to cooperate with the other and the other's representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party (at the other party’s request), during normal business hours, all books, records, Returns, documents, files, other information (including, without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant Seller information reasonably necessary or useful in connection with any Contest requiring any such books, records and files. The Securityholder Representative shall, at its election and at the expense of the Securityholders, have the right to represent the Company’s and its Subsidiaries’ interests in any Contest relating to a Tax matter relating to a Pre-Closing Tax Period, to employ counsel of its choice at the Securityholders’ expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that the Parent shall have the right to control any resulting proceedings and to determine whether and when to settle consult with the Securityholder Representative regarding any such claim, assessment or dispute to the extent such proceedings or determinations Contest that may affect the amount Company or any of Taxes its Subsidiaries for which such Seller may be liable under this Agreementany Post-Closing Tax Period at the Parent's own expense and provided, except further, that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount other disposition of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have Contest may only be with the right to consentprior written consent of the Parent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, . The Parent shall have the right to control the conduct of any Contest with respect to any settlement Tax matter relating to a Post-Closing Tax Period. The parties shall jointly control, each at its own expense, the extent conduct of any Contest relating to a Straddle Period; provided, however, that in the event that such proceedings settlement Contest affects only one of the amount parties, such party shall have the right to control the conduct of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever (a) If the Purchaser, any Governmental Authority asserts other Indemnitee or any affiliate thereof receives any written notice of a claimpending or threatened audit, makes an assessment investigation, inquiry, assessment, proposed adjustment, notice of deficiency, litigation, contest or otherwise disputes the amount of Taxes other dispute that could result in a Loss for which Sellers are or may be liable the Indemnitor is obligated to indemnify an Indemnitee under this AgreementIndemnity Agreement (a “Claim”), the Purchaser shall, if informed agrees promptly to notify the Indemnitor in writing of such an assertionClaim. (b) Upon written notice from the Indemnitor to the Purchaser within fifteen (15) days after receipt by Indemnitor of the notice referred to in Section 3(a), inform the relevant Seller within ten business days, and the relevant Seller Indemnitor or its designee shall have the sole right to control any resulting proceedings represent the REITs in the applicable Claim at the expense of the Indemnitor, with counsel selected by the Indemnitor and in the forum selected by the Indemnitor; provided that in the case of a Claim in respect of Section 2(e), the Indemnitor or its designee shall be entitled so to determine whether and when represent the REITs only in a controversy with the Internal Revenue Service (the “IRS”) for a taxable period ending on or before or that includes the date of Purchaser’s acquisition of the REIT Interests pursuant to the LP Agreement (the “Purchase Date”); provided that the Purchaser or its designee shall be entitled to assume such representation if upon the Purchaser’s request the Indemnitor is not able to demonstrate to the Purchaser’s reasonable satisfaction that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim. Notwithstanding the foregoing, the Indemnitor shall not be entitled to settle any controversy so conducted by the Indemnitor without the prior written consent of the Purchaser (not unreasonably to be withheld, delayed or conditioned) if such claimsettlement could (i) adversely affect the tax status or liability of either REIT, assessment any Indemnitee or dispute any affiliate thereof for any taxable period commencing on or after or that includes the Purchase Date or (ii) reasonably be expected to result in a Loss to an Indemnitee for which such Indemnitee would not be indemnified under this Indemnity Agreement. (c) The Purchaser or its designee shall contest any Claim not contested by the Indemnitor or its designee pursuant to Section 3(b), in good faith at the expense of the Indemnitor (such expenses, including reasonable legal, accounting and investigatory fees and costs, to be paid currently by the Indemnitor), with counsel selected by the Purchaser and in the forum selected by the Purchaser upon written request therefor from the Indemnitor to the Purchaser within thirty (30) days after receipt by the Indemnitor of the notice referred to in Section 3(a) accompanied by proof reasonably satisfactory to the Purchaser that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to the applicable Claim along with an opinion in form and substance reasonably satisfactory to Purchaser of independent tax counsel or accountants of recognized standing reasonably satisfactory to the Purchaser to the effect that there is substantial authority for the position that the Purchaser seeks to take in the contest of such Claim, provided that (i) the Purchaser shall not be required to pursue any appeal of a judicial decision under this Section 3(c) unless timely so requested in writing by Indemnitor and shall not be obligated to contest any Claim in the U. S. Supreme Court, and (ii) the Indemnitor shall advance to the Purchaser on an interest free basis sufficient funds to pay the applicable tax, interest, penalties and additions to tax to the extent such proceedings or determinations affect necessary for the amount of Taxes for which such Seller may be liable under this Agreement, except that contest to proceed in the forum selected by the Purchaser. The Purchaser shall have the sole right to consent, which consent will represent the REITs in any controversy with the IRS that does not be unreasonably withheld constitute a Claim or delayed, that is solely with respect to any settlement taxable periods beginning after the Purchase Date and to employ counsel of its choice at its expense. The Purchaser shall (except to the extent such proceedings or settlement materially affect provided in Section 3(d)) have full control over the amount conduct of Taxes for which Purchaser may be liable any contest under this Agreement. If Purchaser fails Section 3(c) but shall keep the Indemnitor informed as to the progress of such contest, shall provide such notice the Indemnitor with all documents and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard information related to such assessment. Whenever contest reasonably requested in writing by the Indemnitor (other than tax returns (except for (i) separate company tax returns of either or both REITS or (ii) portions of tax returns that include but are not limited to either or both REITS or information therefrom compiled by the Purchaser) and other confidential information), and shall consider in good faith any Taxing Authority asserts a claim, makes an assessment or otherwise disputes suggestions made by the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed Indemnitor as to the conduct of such an assertioncontest. Neither the Purchaser nor any REIT or any Indemnitee shall waive or extend the statute of limitations with respect to any taxable year of either REIT ending on or before or that includes the Purchase Date without the prior written consent of the Indemnitor (not unreasonably to be withheld, inform Purchaser within 10 business days, and, in any case, delayed or conditioned). (d) Purchaser shall have advise Indemnitor in writing of any settlement offer made by the right IRS with respect to control any resulting proceedings and a controversy being contested pursuant to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent Section 3(c). Purchaser shall not be entitled to settle or compromise, either administratively or after the commencement of litigation, any controversy conducted by it pursuant to Section 3(c) without the prior written consent of the Indemnitor (not unreasonably withheld to be withheld, delayed or delayed, conditioned) if such settlement or compromise (i) would give rise to an obligation of Indemnitor to indemnify an Indemnitee under this Indemnity Agreement (unless Purchaser waives payment of such indemnity) or (ii) could adversely affect the liability of Indemnitor or any direct or indirect owner of Indemnitor for taxes. If the Indemnitor requests in writing that the Purchaser accept a settlement or compromise offer (other than a settlement or compromise offer that would adversely affect the status of any Indemnitee or any affiliate (other than the REITs) as a real estate investment trust for Federal income tax purposes or a settlement or compromise offer conditioned upon agreement with respect to any matter not indemnified against by Indemnitor under this Indemnity Agreement), the Purchaser shall either accept such settlement offer or agree with the Indemnitor that the liability of the Indemnitor with respect to such Claim under this Indemnity Agreement shall be limited to an amount calculated on the basis of such settlement offer. (e) Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim that is contested as set forth in Section 3(b) or 3(c), and Purchaser shall refund to Indemnitor any amount advanced by Indemnitor pursuant to clause (ii) of the proviso to the first sentence of Section 3(c) in excess of the portion thereof due to Purchaser under this Indemnity Agreement, within fifteen (15) Business Days (as defined in the LP Agreement) after the earlier of (i) a decision, judgment, decree or other order by any court of competent jurisdiction which has become final and is not appealed pursuant to this Indemnity Agreement, or (ii) entry into a closing agreement or other settlement agreement or compromise in connection with an administrative or judicial proceeding. Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim other than a Claim that is contested as set forth in Section 3(b) or 3(c) within fifteen (15) Business Days (as defined in the LP Agreement) after written demand therefor by the Purchaser accompanied by reasonable evidence of the liability for and amount of the indemnity. Late payments shall bear interest at the rate of eighteen percent (18%) per annum compounded monthly (or if less, the highest rate allowed by law). (f) Except as provided above, the Purchaser and the other Indemnitees shall have full control over any decisions in respect of contesting or not contesting any tax matter and may pursue or not pursue administrative and/or judicial remedies and conduct any contest in any manner as they may determine, in each case in their sole and absolute discretion. (g) The Parties shall use commercially reasonable efforts to mitigate any Loss, including by availing the REITs at the expense of the Indemnitor of the mitigation provisions available to real estate investment trusts under the Code. (h) Notwithstanding anything herein to the contrary, under no circumstances shall the Indemnitor be liable for any Loss: (i) incurred by any Person (as defined in the LP Agreement) other than the REITs after the earlier of (A) the day immediately prior to the final day of the calendar quarter that includes the Purchase Date or (B) the last day of the tax year of the REITs that includes the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS) (it being understood that any tax arising from a failure to comply with Section 856(c)(4) of the Code in any quarter is incurred no sooner than the last day of the applicable quarter); or (ii) incurred by either or both of the REITs that results from a transaction (including a transaction deemed to occur for income tax purposes) that occurs after the date which is six (6) months following the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS); provided, however, that Indemnitor’s liability for any Loss relating to taxes shall be determined by reference to, and shall not exceed, the RP REITs’ Tax Liability Limitation (as hereinafter defined). For purposes of this Agreement, the term “RP REITs’ Tax Liability Limitation” shall mean the tax liabilities of the REITs that would have resulted had REIT I sold its assets on the Purchase Date for the value used to determine the Purchase Payments (as defined in the LP Agreement) under the LP Agreement (such maximum tax liabilities to be determined (x) for the sake of clarity, taking into account any additional tax arising from such sale resulting from the actual failure of a REIT to qualify as a real estate investment trust within the meaning of Section 856 of the Code on or prior to the Purchase Date, and (y) without giving effect to any items of deduction or credits unrelated to such deemed sales that such REITs would have had available to reduce their tax liabilities resulting from such sales). (i) Notwithstanding anything contained herein to the contrary, no Specified Matter shall be treated as failing to be true and correct, and therefore no such Specified Matter shall be the basis for indemnification under this Indemnity Agreement, to the extent any failure of such proceedings settlement affects Specified Matter to be true and correct is the result of a breach by the Partnership or any Indemnitee of any representation or covenant in any Transaction Document, including any failure by the Partnership to operate in accordance with the REIT Requirements (as defined in the LP Agreement), or as a result of any Event of Default (as defined in the LP Agreement). (j) The amount of Taxes for which Sellers are or may be Indemnitor is otherwise liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation hereunder shall be null and void with regard to such assessmentreduced by reason of any liability that it would not have incurred but for an Event of Default having occurred.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Parent shall, and shall cause its Affiliates to, promptly notify Holders’ Representative in writing and the Equityholders shall or shall cause Holders’ Representative to promptly notify Parent in writing, as the case may be, regarding (i) the proposed assessment or otherwise disputes the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim with respect to any Covered Taxes, Non-Resident Capital Gains Taxes or any Covered Withholding Taxes, which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under Section 8.2.1(a)(iii) or Section 8.2.1(b)(iii) and (ii) any communications from the PRC Taxing Authorities relating to the Public Notice 7 Submission, provided, however, that no delay on the part of either party in giving any such notice shall relieve an Indemnifying Person of any indemnification obligations unless, and only to the extent that, such Indemnifying Person is actually prejudiced by such delay. Such notice shall include copies of any notice or other document received from any Taxing Authority in respect of any such matter. (b) In the case of any audit, examination, contest, litigation, appeal, settlement discussion or other proceeding against any Taxing Authority (a “Contest”) that relates to either the Taxes of the Company or any of its Subsidiaries solely for any Tax period ending on or before the Closing Date or any Covered Withholding Taxes, which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under Section 8.2.1(b)(iii) (excluding, for the avoidance of doubt with respect to Non-Resident Capital Gains Taxes and any discussions with the PRC Taxing Authorities with respect to the Public Notice 7 Submission), Holders’ Representative shall have the right, at the Holders’ sole cost and expense, to assume the control the conduct of such Contest by delivering a written notice to Parent no later than twenty (20) days after receipt of written notice regarding the commencement of such Contests, provided that (i) the Holders’ Representative shall diligently defend such Contest and shall keep Parent reasonably informed regarding the progress and substantive aspects of such Contest (including promptly forwarding copies to Parent of any related correspondence, and providing Parent with an opportunity to review and comment on any material correspondence before Holders’ Representative sends such correspondence to any Taxing Authority), (ii) Holders’ Representative consult with Parent in connection with the defense or prosecution of any such Contest, (iii) Parent shall have the right (at Parent’s cost and expense) to participate in (but not control) the defense of such Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Contest), and (iv) Holders’ Representative shall not settle or compromise any such Contest without first obtaining the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). If Holders’ Representative does not elect to control any such Contest, Parent shall, and shall cause its Affiliates (including the Company and its Subsidiaries) to (i) diligently defend the Company and its Subsidiaries in connection with such Contest, (ii) keep Holders’ Representative reasonably informed regarding the progress and substantive aspects of such Contest (including promptly forwarding copies to Holders’ Representative of any related correspondence, and providing Holders’ Representative with an opportunity to review and comment on any material correspondence before Parent sends such correspondence to any Taxing Authority), (iii) consult with Holders’ Representative in connection with the defense or prosecution of any such Contest, (iv) provide Holders’ Representative the right (at the Holders’ cost and expense) to participate in (but not control) the defense of such Contest (including participating in any discussions with the applicable Taxing Authorities regarding such Contest), and (v) not settle or compromise any such Contest without first obtaining the prior written consent of Holders’ Representative (not to be unreasonably withheld, conditioned or delayed) provided, that Parent agrees that it shall be unreasonable for Parent to object a settlement or a compromise of such Contest if such settlement or compromise will not increase the amount of Taxes for which Sellers payable by Parent or any of its Affiliates (including the Company or any of its Subsidiaries) in a Post-Closing Tax Period or impose any restrictions or limits on the activities of Parent or of any its Affiliates (including the Company or any of its Subsidiaries) in a Post-Closing Tax Period. For the avoidance of doubt, to the extent that it is ultimately determined that Covered Taxes or Covered Withholding Taxes are due in connection with any Contest that is controlled by Parent or any of its Affiliates pursuant to the immediately preceding sentence, any reasonable costs and out-of-pocket expenses incurred by Parent or any of its Affiliates (including the Company and its Subsidiaries) in connection with any such Contest shall constitute Losses caused by, as a result of or arising out of, Covered Taxes or Covered Withholding Taxes, as the case may be liable under this Agreementbe. (c) In the case of any Contest that relates to a Straddle Period, Purchaser shallParent shall have the right, if at its own cost and expense, to direct and control, through counsel of its own choosing, any such Contest; provided, (i) Parent shall keep Holders’ Representative reasonably informed regarding the progress and substantive aspects of such an assertion, inform the relevant Seller within ten business daysContest (including promptly forwarding copies to Holders’ Representative of any related correspondence, and providing Holders’ Representative with an opportunity to review and comment on any material correspondence before Parent sends such correspondence to any Taxing Authority), (ii) Parent shall consult with Holders’ Representative in connection with the relevant Seller defense or prosecution of any such Contest, (iii) Holders’ Representative shall have the right (at the Holders’ cost and expense) to control participate in (but not control) the defense of such Contest (including participating in any resulting proceedings discussions with the applicable Taxing Authorities regarding such Contest), and to determine whether and when to (iv) Parent shall not settle or compromise any such claimContest without first obtaining the prior written consent of Holders’ Representative (not to be unreasonably withheld, assessment conditioned or dispute delayed). (d) As long as the Special Tax Escrow Funds have not been substantially depleted or otherwise released (other than in the case of a Contingent Release but only to the extent Holders are still liable for the related Losses in accordance with the provisions of Section 8.2.4(d)(z)), Parent and Holders’ Representative shall jointly control (with each party bearing its respective cost and expense) any Contest that relates to Non-Resident Capital Gains Taxes (including any discussions with the PRC Taxing Authorities with respect to the Public Notice 7 Submission). As part of such proceedings joint control, Parent and the Holders’ Representative shall (i) keep each other reasonably informed regarding the progress and substantive aspects of such Contest, (ii) promptly forwarding copies to each other of any related correspondence, (iii) provide each other with an opportunity to review and comment on any material correspondence before sending any correspondence to the PRC Taxing Authorities, (iv) consult with each other in connection with the defense or determinations affect prosecution of any such Contest, (iii) allow each other to participate and jointly control in the defense of such Contest (including participating in any discussions with the PRC Taxing Authorities regarding such Contest), and (iv) shall not settle or compromise any such Contest without first obtaining the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, Parent agrees that it shall be unreasonable for Parent to object a settlement or a compromise of such Contest that does not result in any other obligations or limitations on Parent, or any of its Affiliates, if the amount of Non-Resident Capital Gains Taxes that would be due by Parent or any of its Affiliates as a result settlement of comprise of any such Contest would not exceed the remaining Special Tax Escrow Funds. Once the Special Tax Escrow Funds have been substantially depleted or otherwise released (other than in the case of a Contingent Release but only to the extent Holders are still liable for the related Losses in accordance with the provisions of Section 8.2.4(d)(z)), Parent shall have the sole right to control Contest that relates to Non-Resident Capital Gains Taxes to which such Seller may be liable under Parent or any of its Affiliates is a party to. (e) Notwithstanding anything to the contrary in this Agreement, except that Purchaser (i) this Section 5.8.6 shall control with respect to any Contest, and (ii) Parent shall have the right no obligation to consentdisclose to Holders’ Representative any Tax information or allow Holders’ Representative to participate in any discussion relating to Tax, which consent will not be unreasonably withheld or delayed, to any settlement in each case to the extent such proceedings attributable to an affiliated, consolidated, unitary, combined or settlement materially affect similar group for Tax purposes of which the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice Company is a Seller's ability to defend such assessment, then member following the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentClosing.

Contests. Whenever (a) After the Closing Date, the Buyer shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the amount Company or any of Taxes its Subsidiaries which, if determined adversely to the Company or relevant Subsidiary, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle 7; provided, Purchaser shall-------- however, that a failure to give such notice will not affect a Buyer Indemnified ------- Person's right to indemnification hereunder except to the extent, if informed any, that, but for such failure, the Sellers could have avoided the Tax liability in question. (b) Except as provided in Section 7.3(c) below, in the case of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute to the extent such proceedings administrative or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except judicial proceeding that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, relates to any settlement to Pre-Closing Period, the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right at their own expense to consentcontrol the conduct of such audit or proceeding; provided that within 30 days after the Sellers have -------- received the written notice from the Buyer that is required under Section 7.3(a) above, and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers acknowledge in writing their joint liability under Section 7.3(b)(i) of this Agreement to hold any Buyer Indemnified Person harmless against the full amount of any adjustment which consent shall not may be unreasonably withheld made as a result of such audit or delayed, proceeding that relates to any settlement the Pre-Closing Period (to the extent such proceedings amount exceeds the Closing Balance Sheet Tax Reserve after giving effect to all prior and concurrent payments made pursuant to Section 7.3(b)(i) of this Agreement to any Buyer Indemnified Person); provided, ` -------- further, that the Sellers may not agree to a settlement affects or compromise to any ------- such audit or proceeding that may reasonably be expected to have an adverse effect on the tax liability of the Company for a taxable period after the Closing Date without the prior written consent of the Buyer; provided, -------- further, that if the Buyer does not consent to such settlement or compromise, ------- the Sellers' liability to indemnify the Buyer as a result of such audit or proceeding shall be limited to the amount that the Sellers would have paid had the Buyer consented to such settlement or compromise. The Buyer also may participate in any such audit or proceeding at its own expense and, if the Sellers do not assume the defense of Taxes for which Sellers are any such audit or proceeding, the Buyer may be liable defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to any Buyer Indemnified Person's right to indemnification under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentArticle 7.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant (a) Seller shall have the right to control the conduct of any resulting proceedings and audit or administrative or judicial proceeding with respect to determine whether and when any consolidated federal income Tax Return (or similar combined, consolidated or unitary state income Tax Return) that includes Seller or the Companies with respect to settle a taxable period of the Companies ending on or before the Closing Date (a “Pre-Closing Consolidated Audit”). (b) With respect to any such claimaudit or administrative or judicial proceeding with respect to Taxes of the Companies (other than a Pre-Closing Consolidated Audit), assessment Purchaser shall promptly notify Seller in writing upon receipt by any of the Companies of a written notice of any audit or dispute administrative or judicial proceeding with respect to Taxes of any of the Companies which Seller may have liability (a “Tax Contest Claim”); provided, however, no failure or delay by Purchaser to provide notice of a Tax Contest Claim shall reduce or otherwise affect the obligation of Seller hereunder except to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that is actually prejudiced thereby. Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed cooperate with each other in the conduct of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser Tax Contest Claim. Seller shall have the right to control the conduct of any resulting proceedings Tax Contest Claim for a period that ends on or prior to the Closing Date (a “Pre-Closing Tax Claim”) if Seller provides Purchaser with notice of its election to control such claim within thirty (30) days of Purchaser notifying Seller of such Tax Contest Claim, provided if the resolution of such Pre-Closing Tax Claim could reasonably be expected to have an adverse effect on Purchaser or any of the Companies for a period that ends after the Closing Date then: (i) Seller shall keep Purchaser informed regarding the progress and substantive aspects of such Pre-Closing Tax Claim, (ii) Purchaser shall be entitled to determine whether participate in any Pre-Closing Tax Claim and when to (iii) Seller shall not compromise or settle any such claim, assessment or dispute, except that Sellers shall have the right to Pre-Closing Tax Claim without obtaining Purchaser’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails does not elect to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentcontrol a Pre-Closing Tax Claim within the time period set forth above, then the Purchasers indemnification obligation Purchaser shall be null entitled to control all aspects of such claim. (c) With respect to any Tax Contest Claim for a period that begins before and void with regard ends after the Closing Date (a “Straddle Tax Claim”), Purchaser shall control such claim, provided that (A) Purchaser shall keep Seller informed regarding the progress and substantive aspects of such Straddle Tax Claim, (B) Seller shall be entitled to such assessmentparticipate in any Straddle Tax Claim and (C) Purchaser shall not compromise or settle a Straddle Tax Claim without obtaining Seller’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on Purchaser, Purchaser shallits Affiliates, or the Company or the Company Subsidiaries which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform could result in any Tax liability for the relevant Seller within ten business days, and or be grounds for indemnification by the relevant Seller or the Principal Seller Members under Article IX. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to Purchaser, its Affiliates, or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide such give the Seller prompt notice and such failure shall materially prejudice a Seller's ability to defend such assessmentof an asserted Tax liability as required by this Section 7.03, then the Seller's indemnification obligations Seller and the Principal Seller Members shall be null and void with regard not have any obligation to such assessment. Whenever indemnify for any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed loss arising out of such an assertionasserted Tax liability, inform Purchaser within 10 business daysbut only to the extent that failure to give such notice results in a detriment to the Seller and Principal Seller Members. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, and, in any case, Purchaser the Seller shall have the right sole right, at the Seller’s expense, to control the conduct of such Contest. With respect to Straddle Periods, the Seller may elect to direct and control, through counsel of its own choosing, any resulting proceedings Contest involving any asserted Tax liability with respect to which indemnity may be sought from the Seller or the Principal Seller Members pursuant to Article IX. (c) If the Seller elects to direct a Contest, the Seller shall within thirty (30) calendar days of receipt of the notice of asserted Tax liability notify Purchaser of its intent to do so, and Purchaser shall cooperate and shall cause the Company to determine whether and when fully cooperate, at the Seller’s expense, in each phase of such Contest. If the Seller elects not to direct the Contest, Purchaser or the Company may assume control of such Contest (at Purchaser’s expense). However, in such case, neither Purchaser nor the Company may settle or compromise any such claimasserted liability without the prior written consent of the Seller; provided, assessment however, that consent to settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementwithheld. If the Seller fails does not direct and control any Contest, the Seller may participate, at the Seller’s expense, in such Contest. (d) Purchaser, the Seller and the Principal Seller Members agree to provide such notice cooperate, and such failure materially prejudices Purchaser's ability Purchaser agrees to defend such assessmentcause the Company and the Company Subsidiaries to cooperate, then in the Purchasers indemnification obligation defense against or compromise of any claim in any Contest. (e) In the event of a conflict between the procedures set forth in this Section 7.03 and those set forth in Article IX, the procedures of this Section 7.03 shall be null and void with regard to such assessmentgovern.

Contests. Whenever (a) Purchaser agrees to give written notice to the Seller Representative of the receipt of any Governmental Authority asserts a written notice by the Company, Purchaser or any of Purchaser’s Affiliates which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity may be liable under sought by Purchaser pursuant to this AgreementArticle 7 (a “Tax Claim”); provided, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller that failure to comply with this provision shall have the not affect Purchaser’s right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute indemnification hereunder except to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Sellers’ rights and obligations have been prejudiced thereby. (b) Purchaser shall have control the right contest or resolution of any Tax Claim except for (i) a Tax Claim that relates solely to consentany Pre-Closing Tax Period (a “Pre-Closing Tax Claim”), which consent will not shall instead be unreasonably withheld or delayedcontrolled by the Seller Representative as provided below, and (ii) a Tax Claim that relates to periods both before and after the Closing Date (a “Straddle Period Tax Claim”), which shall instead be jointly controlled by Purchaser and the Seller Representative as provided below. With respect to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any caseTax Claim controlled solely by Purchaser, Purchaser shall have obtain the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have prior written consent of the right to consent, Seller Representative (which consent shall not be unreasonably withheld or delayed, to ) before entering into any settlement to the extent of such proceedings settlement affects the amount of Taxes for which Sellers are claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim, and the Seller Representative shall be entitled to participate in the defense of such claim and to employ counsel of the Seller Representative’s choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Sellers. (c) The Seller Representative shall control the contest or resolution of any Pre-Closing Tax Claim; provided, however, that Seller Representative shall obtain the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of such claim or ceasing to defend such claim; and, provided further, that Purchaser shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Purchaser. (d) Purchaser and the Seller Representative shall be jointly responsible for the control and contest or resolution of any Straddle Period Tax Claim. If Purchaser and the Seller Representative are unable to resolve disagreements relating to any such Straddle Period Tax Claim, including but not limited to any proposed settlement of a claim or ceasing to defend such claim, then Purchaser and the Purchasers indemnification obligation Seller Representative shall retain the Independent Accountant as determined pursuant to the procedure set forth in Section 2.5(b)(iii) for the purposes of resolving disputes about such claim. Such Independent Accountant shall follow the substantive procedures set forth in Section 2.5(b)(iv) in resolving any such disputes. The costs, fees and expenses of the Independent Accountant shall be null paid one-half by Purchaser and void with regard to such assessmentone-half by Sellers.