Common use of Controversies Clause in Contracts

Controversies. The Parent shall promptly notify the Shareholders' Representative in writing upon receipt by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Representative shall have the authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheld.

Controversies. The Parent (a) Buyer shall promptly notify the Shareholders' Sellers’ Representative in writing upon within ten (10) days of the receipt by the Parent Buyer or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claimsaudits, examinations, assessments, audits or similar events proceedings from any Taxing Authority with respect to Taxes relating to a taxable period ending on or prior to of the Closing Date Company for which the Parent or the Company may Sellers would be entitled required to indemnification under Section 9.7 hereof or under the Tax Indemnification indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claim, assessment, audit proceeding or similar event, a "“Tax Matter"”). The Shareholders' Sellers’ Representative may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority authority, with respect to such Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits; providedto employ counsel, howeverat its own expense, that separate from the Shareholders' counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the ParentBuyer, the Company, its subsidiaries, Company or any affiliate Affiliate of any of the foregoing for any period ending after the Post-Closing DateTax Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap any Straddle Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheldBuyer. The Shareholders' Sellers’ Representative shall keep the Parent Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter. The Shareholders' Representative shall, and will, in good faith, allow the Parent Buyer or Buyer’s counsel to make comments to the Shareholders' Representative consult with it regarding the conduct of or positions taken in any such proceeding. During such period as proceeding and to be present at any meetings or proceedings with the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheldrelevant Taxing Authority.

Controversies. The Parent Purchaser shall promptly notify the ShareholdersSellers' Representative in writing upon receipt by the Parent Purchaser or any affiliate of the Parent Purchaser (including Arcon Holdings and the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company Sellers may be entitled to indemnification liable under Section 9.7 hereof or under the Tax Indemnification this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The ShareholdersSellers' Representative Representative, at the sole expense of the Sellers, shall have the exclusive authority to represent the interests of the Company and its subsidiaries Companies with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that the ShareholdersSellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the ParentPurchaser, Arcon Holdings, or the Company, its subsidiaries, Company or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Post-Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the ParentPurchaser, which consent shall not be unreasonably withheldwithheld or delayed. The ShareholdersSellers' Representative shall keep the Parent fully and timely Purchaser reasonably informed with respect to the commencement, status and nature of any Tax Matter. The ShareholdersSellers' Representative shall, in good faith, allow the Parent Purchaser to make comments to the ShareholdersSellers' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in Section 9.1, this Section 9.4, Section 9.8 and Section 9.9 the Parent Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries Companies for all taxable periods; provided, however, that the Parent Purchaser shall not, and shall cause its affiliates (including the Company and its subsidiariesCompanies) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to that affects or may affect the Tax liability of the Sellers, Arcon Holdings or the Company for any Pre-Closing Period, including the portion of the an Overlap Period ending on or prior to the Closing Date Date, without the prior written consent of the ShareholdersSellers' Representative, which consent shall not be unreasonably withheldwithheld or delayed. The Purchaser shall keep the Sellers' Representative reasonably informed with respect to the commencement, status and nature of any Tax matter conducted by Purchaser with respect to the Overlap Period. The Purchaser shall, in good faith, allow Sellers' Representative to make comments to the Purchaser regarding the conduct of or position taken in any such proceeding with respect to the Overlap Period.

Controversies. The Parent (a) Purchaser shall promptly notify the Shareholders' Equityholders’ Representative in writing upon within ten (10) days of the receipt by the Parent Purchaser or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) Companies of written notice of any inquiries, claimsaudits, examinations, assessments, audits or similar events proceedings from any Taxing Authority with respect to Taxes relating to a taxable period ending on or prior to of the Closing Date Companies for which the Parent or the Company may Equityholders would be entitled required to indemnification under Section 9.7 hereof or under the Tax Indemnification indemnify any Indemnified Party pursuant to this Agreement (any such inquiry, claim, assessment, audit proceeding or similar event, a "“Tax Matter"”). The Shareholders' Equityholders’ Representative may, at his own expense, participate in and, upon notice to Purchaser and his: (i) irrevocable acknowledgement in writing of the Equityholders’ responsibility for and agreement to indemnify the Indemnified Parties for Indemnified Losses related to or resulting from any Tax Matters; and (ii) furnishing of satisfactory evidence of the Equityholders’ financial ability to indemnify the Indemnified Parties, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 10.7(b)). If Equityholders’ Representative assumes such defense, Equityholders’ Representative shall have the authority authority, with respect to such Tax Matter, to represent the interests of the relevant Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Purchaser has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits; providedto employ counsel, howeverat its own expense, that separate from the Shareholders' counsel employed by Equityholders’ Representative. Equityholders’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Purchaser, any of the Parent, the Company, its subsidiaries, Companies or any affiliate Affiliate of any of the foregoing for any period ending after the Post-Closing DateTax Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap any Straddle Period") that is after the Closing Date, without the prior written consent of the ParentPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders' Equityholders’ Representative shall keep the Parent Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter. The Shareholders' Representative shall, and will, in good faith, allow the Parent Purchaser or Purchaser’s counsel to make comments to the Shareholders' Representative consult with him regarding the conduct of or positions taken in any such proceeding. During such period as proceeding and to be present at any meetings or proceedings with the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheldrelevant Taxing Authority.

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

Controversies. The Parent Notwithstanding any conflicting provisions in Article VIII, this Section 5.10.2 shall control any Tax Contest relating to the Surviving Corporation or any of its Subsidiaries. Each of the Surviving Corporation and the Holder Representative shall promptly notify the Shareholders' Representative in writing upon other Party of its receipt by the Parent (or any affiliate of the Parent (including the Company and its subsidiaries after the Closing DateAffiliate’s receipt) of written any notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes Tax Contest relating to a taxable period ending on the Surviving Corporation or prior any of its Subsidiaries from any Governmental Entity. The Holder Representative may participate in and, upon written notice to the Closing Date for which Surviving Corporation, assume the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (defense of any such inquiryTax Contest that would reasonably be expected to cause a material indemnification obligation of the Sellers pursuant to Section 8.2; provided, claimhowever, assessmentthat the Holder Representative will not have the right to assume the defense of a Tax Contest for a Straddle Period. If the Holder Representative assumes such defense, audit or similar event, a "Tax Matter"). The Shareholders' the Holder Representative shall have the authority authority, with respect to any such Tax Contest, to represent the interests of the Company and Surviving Corporation or any of its subsidiaries with respect to any Tax Matter Subsidiaries before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Governmental Entity and the Holder Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterContest subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periodssuch Tax Contest; provided, however, that the Parent Holder Representative will not be entitled to settle or otherwise close any such Tax Contest without the prior written consent of Buyer, which consent shall notnot be unreasonably conditioned, withheld or delayed. The Surviving Corporation shall provide the Holder Representative with any documentation or authorizations necessary for the Holders Representative to have the foregoing powers. The Surviving Corporation shall have the right (but not the duty) to participate in the defense of such Tax Contest and to employ counsel, solely at its own expense, separate from the counsel employed by the Holder Representative. The Holder Representative shall keep the Surviving Corporation reasonably informed with respect to the commencement, status and nature of any such Tax Contest, and will, in good faith, allow the Surviving Corporation to consult with it regarding the conduct of or positions taken in any such proceeding. If the Holder Representative chooses not to assume (or is otherwise not permitted to assume) the defense of a Tax Contest, the Surviving Corporation shall cause its affiliates (including assume such defense in good faith. In such event, the Company Surviving Corporation shall keep the Holder Representative reasonably informed with respect to the commencement, status and its subsidiaries) nature of any such Tax Contest and shall not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Contest to the portion extent that it adversely affects the Tax liability of the Overlap Period ending on Surviving Corporation or prior any of its Subsidiaries that is indemnifiable pursuant to the Closing Date Section 8.2 without the prior written consent of the Shareholders' Holder Representative, which consent shall not be unreasonably withheldconditioned, withheld or delayed.

Controversies. The (a) Parent shall promptly notify the Shareholders' ’ Representative in writing upon receipt by the Parent or any affiliate Affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period (or portion thereof) ending on or prior to the Closing Date for which the Parent or the Company Shareholders may be entitled to indemnification liable under Section 9.7 hereof or under the Tax Indemnification this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”), provided that the failure to so notify Shareholders’ Representative of the claim shall not relieve the Shareholders’ of their indemnification obligations under Section 9.02, unless (and then solely to the extent) that Shareholders were actually and materially prejudiced by such failure. The Shareholders or Shareholders' Representative ’ Representative, at Shareholders’ sole cost and expense, through reputable counsel reasonably acceptable to Parent, shall have the authority to represent the interests of the Company and its subsidiaries with respect to, and the sole right to control, any matter (solely to the extent such matter exclusively addresses matters that are Tax Matter Matters) before the Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court other Governmental Entity and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax returns and settling auditsdeficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, howeverthat neither Shareholders’ Representative, that the any Shareholder nor any of Shareholders' Representative ’ Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing DateMatter, without the prior written consent of the Parent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders or Shareholders' ’ Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax MatterMatter controlled by Shareholder or Shareholders’ Representative. The Shareholders' ’ Representative shall, in good faith, allow the Parent to make comments to the Shareholders or Shareholders' Representative ’ Representative, regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder which comments shall be paid out of such Escrow Account. Except as otherwise provided taken into account in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheldgood faith.

Controversies. (a) The Parent Buyer shall promptly notify the Shareholders' Shareholder Representative in writing upon receipt by the Parent Buyer or any affiliate Affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) Buyer of written any notice of any inquiries, claims, assessments, audits Proceedings or similar events received from any Governmental Authority with respect to Taxes relating to a taxable period ending on of the Company or prior to the Closing Date any Subsidiary for which the Parent Representing Sellers would be required to indemnify the Buyer, the Company, any such Subsidiary or the Company may be entitled any of their Affiliates pursuant to indemnification under Section 9.7 hereof or under the Article 11 other than a Straddle period Tax Indemnification Agreement Matter (any such inquiry, claim, assessment, audit Proceeding or similar event, a "Tax Matter"). The Shareholders' Shareholder Representative shall may, at the expense of the Sellers, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Shareholder Representative assumes such defense, the Shareholder Representative will have the authority authority, with respect to any Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter the Subsidiaries before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Governmental Authority and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. The Buyer has the incomeright (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, assets or operations of at its own expense, separate from the Company or any of its subsidiaries for all taxable periods; provided, however, that counsel employed by the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) Shareholder Representative. The Shareholder Representative must not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Matter to the portion extent that it adversely affects the Tax liability of the Overlap Buyer, the Company, any Subsidiary or any Affiliate of the foregoing for a Post-Closing Tax Period ending on or prior to the Post-Closing Date Straddle period without the prior written consent of the Shareholders' RepresentativeBuyer, which consent shall will not be unreasonably withheldwithheld or delayed. The Shareholder Representative must keep the Buyer informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. The Parent Buyer shall promptly cause the Company to notify the Shareholders' Representative Seller in writing upon within fifteen (15) Business Days of the receipt by the Parent or Company of any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any adverse inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a taxable period ending on or prior to of the Closing Date Company for which the Parent or the Company Seller may be entitled required to indemnification under Section 9.7 hereof or under the Tax Indemnification indemnify any Buyer Indemnitee pursuant to this Agreement (any such adverse inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a "“Tax Matter"”); provided, however, that the failure to give such notice to Seller shall not relieve Seller of any indemnification or other obligation under Article 9 or this Article 10 except to the extent that Seller is actually and materially prejudiced thereby. The Shareholders' Representative Seller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter; if (i) Seller shall have conclusively established in writing its obligation to indemnify the Company with respect to such Tax Matter and all Losses related thereto, and (ii) if Seller at all times conducts the defense of the Tax Matter in good faith and in a reasonably diligent manner. If Seller assumes such defense, Seller shall have the authority authority, with respect to any Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. In any event, with respect to any Tax Matter the incomedefense of which Seller controls, assets Seller shall (i) provide Buyer with copies of all correspondence, notices and other written material received from any Taxing Authority with respect to such Tax Matter and shall otherwise keep Buyer reasonably apprised of all developments with respect to such Tax Matter, (ii) provide Buyer with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Matter, (iii) invite Buyer to attend any meeting and listen to any previously-scheduled calls, or operations calls initiated by Seller, with any Taxing Authority with respect to such Tax Matter, and (iv) unless the Tax Matter relates to a Straddle Period or Seller does not conclusively establish in writing its obligation to indemnify the Buyer Indemnitees for any Loss related to or arising from such Tax Matter, not allow the Company to settle or otherwise resolve any deficiency, reassessment, adjustment or assertion of claim or demand without the prior written approval of Buyer (such consent not to be unreasonably delayed or withheld to the extent such settlement does not materially and adversely affect the Company or Buyer). Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Seller. If Seller does not assume the defense of such Tax Matter, Buyer shall (i) provide Seller with copies of all correspondence, notices and other written material received from any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue Taxing Authority with respect to such Tax Matter and shall otherwise keep Seller fully apprised of all developments with respect to such Tax Matter, (ii) provide Seller with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Matter, (iii) invite Seller to attend any meeting and listen to any previously-scheduled calls, or calls initiated by Buyer, with any Taxing Authority with respect to such Tax Matter, and (iv) not allow the portion Company to settle or otherwise resolve any deficiency, reassessment, adjustment or assertion of claim or demand without the Overlap Period ending on prior written approval of Seller (such consent not to be unreasonably delayed or prior withheld to the Closing Date extent such settlement does not materially and adversely affect Seller); provided that the prior written approval of Seller shall not be required for any settlement or resolution which does result in any indemnification liability to Seller pursuant to this Agreement. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Company. The Company shall not have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of the Shareholders' Representative, Seller (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement or compromise would cause Seller to be liable for actual payment of a majority of the settlement amount to be paid with respect to such Tax Matter. Any contrary provision of this Section 10.4 notwithstanding, Seller shall not have the right to control any Tax Matter if (A) the Taxes claimed by such Taxing Authority relate to a Straddle Period, or (B) as a result of the position which Seller desires to assert in such Tax Matter, the Taxes payable by the Company or Buyer for any period ending after the Closing Date may increase.

Controversies. The Parent (a) In the event of any proposed Tax audit, assessment, examination, claim or other Tax controversy or proceeding that relates to U.S. federal (and applicable state, local and foreign) partnership Income Tax Returns of the Company (each such audit, assessment, examination, claim or other Tax controversy or proceeding, a “Partnership Tax Proceeding”), Buyer shall, or shall cause the Company to, promptly notify the Shareholders' Equityholder Representative in writing upon receipt of such Partnership Tax Proceeding. Such notice shall be accompanied by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice copies of any inquiries, claims, assessments, audits notice or similar events other documents received from any Taxing Authority with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the such Partnership Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter")Proceeding. The Shareholders' Equityholder Representative shall control, at the cost of the Members, each Partnership Tax Proceeding; provided that Buyer shall have the authority right, at its sole cost and expense, to represent participate in such Partnership Tax Proceeding (which right shall include the interests right to receive copies of all material documents furnished to or received by Equityholder Representative or the Company’s partnership representative (or the designated individual) or similar representative in connection with the Partnership Tax Proceeding, the right to be involved in oral communications, where practical, between the Equityholder Representative (or the Company’s partnership representative (or the designated individual) or similar representative) and any Taxing Authority, the right to be consulted about significant decisions made on behalf of the Company and its subsidiaries with respect regarding the conduct of the Partnership Tax Proceeding to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority extent such decisions is reasonably likely to impact Buyer or any court of its Affiliates (including any Company Entity), and shall have the sole right to control provide input to Equityholder Representative regarding all such significant decisions). To the defenseextent that any such Partnership Tax Proceeding is reasonably likely to adversely impact Buyer or any of its Affiliates (including any Company Entity), compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that the Shareholders' Equityholder Representative shall not enter into settle any settlement of or otherwise compromise any such Partnership Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, Proceeding without the prior written consent of the Parent, which Buyer (such consent shall not to be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of conditioned or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withhelddelayed).

Controversies. The Parent Notwithstanding anything that may be to the contrary herein, this Section 10.4 shall promptly notify the Shareholders' Representative in writing upon receipt by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of control any inquiries, claims, assessments, audits proceedings or similar events with respect to Taxes relating of the VIE. Buyer shall promptly notify Seller upon receipt by Buyer or any Affiliate of Buyer of any audits, examinations, notice of any inquiries, assessments, proceedings or similar events received from, or on behalf of, any Taxing Authority with respect to a taxable period ending on or prior to Taxes of the Closing Date VIE for which the Parent or the Company Seller may be entitled required to reimburse any Buyer Indemnitee pursuant to this Agreement (a “Tax Matter”); provided, however, that the failure to provide such notice will not affect Buyer’s right to indemnification under Section 9.7 hereof or under this Agreement except to the extent that Seller’s defense of such Tax Indemnification Agreement (any Matter is prejudiced by such inquiryfailure. Seller may, claimupon notice to Buyer within 30 days of receipt of Buyer’s original notice, assessment, audit or similar event, a "assume the defense of such Tax Matter"). The Shareholders' Representative If Seller assumes such defense: (i) Seller shall have the authority authority, with respect to such Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter VIE before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and Seller shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; (ii) Buyer shall have the incomeright (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, assets or operations of solely at its own expense, separate from the Company or any of its subsidiaries for all taxable periodscounsel employed by Seller; provided, however, that the Parent (iii) Seller shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Matter to the portion extent that it materially adversely affects the Tax liability of Buyer, the VIE or any Affiliate of the Overlap Period ending on or prior to the Closing Date foregoing without the prior written consent of the Shareholders' RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Seller, if it has assumed the defense, shall keep Buyer informed with respect to the commencement, status and nature of such Tax Matter, and will reasonably cooperate with Buyer and consult with it regarding the conduct of or positions taken in any such proceeding. If Seller does not assume the defense of any Tax Matter, then: (A) Buyer shall not enter into any settlement or otherwise compromise such Tax Matter to the extent it could require the Seller to reimburse any Buyer Indemnitee pursuant to this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; (B) Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from counsel employed by Buyer, and (C) Buyer shall keep Seller informed with respect to the commencement, status and nature of such Tax Matter, and will reasonably cooperate with Seller and consult with it regarding the conduct of or positions taken in such Tax Matter.

Controversies. (a) The Parent shall Purchaser will promptly notify the Shareholders' Representative in writing upon receipt by the Parent Purchaser or any affiliate Affiliate of the Parent Purchaser (including the Surviving Corporation and any Company and its subsidiaries Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits audits, proceedings or similar events with respect to Taxes relating for which the Stockholders and Optionholders may be liable under this Agreement (any such inquiry, claim, assessment, audit, proceeding or similar event, a “Tax Matter”); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of such failure. As long as the Representative notifies the Purchaser, within 30 days of receiving the notice provided by the Purchaser pursuant to the first sentence of this Section 11.09 of its intent to control a Tax Matter, the Representative, at the sole expense of the Stockholders and Optionholders, will have the authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter for a taxable period ending on or prior to the Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Representative shall have the authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court or other Governmental Body and shall will have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax returns Returns and settling auditscontesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, any such Tax Matter; provided, however, that the Shareholders' Representative shall will not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may affect the Tax liability of the ParentPurchaser, the Company, its subsidiaries, Surviving Corporation or any affiliate of its Subsidiaries or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the ParentPurchaser, which consent shall will not be unreasonably withheld, conditioned, or delayed. The Shareholders' Purchaser will be permitted, at the sole expense of the Purchaser, to participate in any Tax Matter controlled by the Representative. The Representative shall will: (i) keep the Parent Purchaser fully and timely informed with respect to the commencement, status and nature of any such Tax Matter. The Shareholders' Representative shall; (ii) promptly provide the Purchaser with all information, notices and other communications received with respect to such Tax Matter (including any document requests, notices or proposed adjustment or similar reports or notices of deficiencies related to such Tax Matter); (iii) provide drafts of all memoranda, briefs and other communications to be filed with respect to such Tax Matter for review and comment by the Purchaser; (iv) in good faith, allow the Parent Purchaser to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses ; and (v) permit representatives of the Shareholders' Representative incurred Purchaser to attend and participate in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency meetings or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates conferences (including telephone conferences) with the Company and its subsidiaries) not to, enter into any settlement of any contest IRS or otherwise compromise any issue other taxing authority with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheldany such Tax Matter.

Controversies. The (a) Parent shall promptly notify the Shareholders' Sellers’ Representative in writing upon receipt by the Parent or any affiliate Affiliate of the Parent (including the Company and its subsidiaries Merger Subs and, after the Closing DateClosing, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries) of written notice of any inquiries, claims, assessments, audits or similar events Tax Matter with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent GP Parent, any Seller or the Company Sellers’ Representative may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter")liable. The Shareholders' Representative Sellers’ Representative, at its sole expense, shall have the authority to represent the interests of the Company Surviving GP, the Surviving Partnership and its subsidiaries the Partnership Subsidiaries with respect to any Tax Matter before the Internal Revenue Servicewith respect to Taxes for which GP Parent, any other Seller or the Sellers’ Representative may be liable before any taxing authority, any other governmental agency or authority or any court other Governmental Entity and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax returns Returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, that neither the income, assets or operations of the Company or Sellers’ Representative nor any of its subsidiaries for all taxable periods; provided, however, that the Parent Affiliates shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to such Tax Matter that adversely affects or may adversely affect the portion Tax liability of Parent, the Surviving GP, the Surviving Partnership or the Partnership Subsidiaries or any Affiliate of the Overlap Period ending on or prior to the foregoing for any Post-Closing Date Period, without the prior written consent of the Shareholders' RepresentativeParent, which consent shall not be unreasonably withheld, conditioned or delayed. The Sellers’ Representative shall keep Parent reasonably informed with respect to the commencement, status and nature of any Tax Matter with respect to Taxes for which GP Parent, any Seller or the Sellers’ Representative may be liable. The Sellers’ Representative shall, in good faith, allow Parent to make comments to the Sellers’ Representative, regarding the conduct of or positions taken in any such proceeding.

Controversies. The Parent shall promptly notify (a) As additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that in the Shareholders' Representative event of any disagreement between the Partners’ Representatives and Purchasers, or in writing upon receipt by the Parent event any other person or entity claims an interest in the Escrow Deposit or any affiliate part thereof, and such disagreement or claim results in adverse claims and demands being made by them in connection with or for any part of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiriesEscrow Deposit, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Representative Escrow Agent shall have the authority right, in the case of any other person or entity claiming an interest in the Escrow Deposit or any part thereof, to represent refuse to comply with the interests instructions or demands of the Company Partners’ Representatives, Purchasers or any such other person or entity, for so long as such disagreement or adverse claim shall continue. In such event, Escrow Agent shall not make delivery or other disposition of the Escrow Deposit. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to the Partners’ Representatives, Purchasers, or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of the Partners’ Representatives and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, Purchasers or of any other taxing authority, any other governmental agency persons or authority entities claiming an interest in the Escrow Deposit or any court and part thereof. Escrow Agent shall have the sole right, in the case of any other person or entity claiming an interest in the Escrow Deposit or any part thereof, to refrain and refuse to deliver or otherwise dispose of the Escrow Deposit or any part thereof or to otherwise act hereunder, as stated above, unless and until (i) the rights of the parties and all other persons and entities claiming an interest in the Escrow Deposit or any part thereof, have been duly adjudicated in a court of law, or (ii) the Partners’ Representatives, Purchasers and such other persons and entities (as the case may be) have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to it against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In addition to the foregoing, Escrow Agent shall have the right to control tender into the defense, compromise registry or other resolution custody of any Tax Mattercourt having jurisdiction, including responding all (but not less than all) of the Escrow Deposit and/or to inquiriesinterplead the conflicting claims of the Partners’ Representatives and Purchasers. Upon any such tender, filing Tax returns and settling auditsthe parties hereto agree that Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that the Shareholders' Representative filing of any such legal proceedings shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the deprive Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any Agent of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or compensation hereunder earned prior to the Closing Date without the prior written consent such filing and discharge of the Shareholders' Representative, which consent shall not be unreasonably withheldEscrow Agent of its duties hereunder.

Controversies. The Parent shall promptly notify the Shareholders' Representative (i) Except as provided in writing upon receipt by the Parent or any affiliate of the Parent (including the Company ii) below, ABX shall, at its sole cost and its subsidiaries after the Closing Date) of written notice of any inquiriesexpense, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Representative shall have the exclusive authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes ofof or relating to any liability of Cargo or its Subsidiaries for Taxes for any Pre-Closing Period, Overlap Period, or relating to, other taxable year or taxable period ending after the income, assets or operations of Closing Date (the Company or any of its subsidiaries for all taxable periods“Post-Closing Period”); provided, however, that (A) neither ABX nor its duly appointed Representative shall, without the Parent prior written consent of the Sellers, which consent shall notnot be unreasonably withheld, and shall cause its affiliates (including the Company and its subsidiaries) not toconditioned or delayed, enter into any settlement of any contest or otherwise compromise any issue with respect that adversely affects or is likely to adversely affect the Tax liability of Sellers or any of its affiliates for any Pre-Closing Period or the portion of the Overlap Period ending on or prior to and including the Closing Date Date, (B) neither ABX nor its Representative shall, without the prior written consent of the Shareholders' RepresentativeSellers, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any settlement of any contest or otherwise compromise any issue that would result in a proper reduction in liability accruals for Taxes on the Closing Balance Sheet (unless, as a result of any other adjustment(s) to the Closing Balance Sheet that would be required under FAS 109, the Final Net Asset Value would not have been reduced had such reduction in liability accruals and such other adjustment(s) been made at the time that the Final Net Asset Value was determined pursuant to Section 7.5(e)) or require payment by Sellers of any amount under this Section 9.10 unless ABX shall have waived or caused to be waived for itself and Cargo and its Subsidiaries any right to indemnification for any such amounts from Sellers and (C) ABX shall keep Sellers fully and timely informed with respect to the commencement and status of any audit or examination that adversely affects or is likely to adversely affect the Tax liability of Sellers or any of its affiliates for any Pre-Closing Period or the portion of the Overlap Period ending on and including the Closing Date, and shall, in good faith, allow Sellers, at its sole expense, (1) to make comments to ABX, regarding the conduct of or positions taken in any such proceedings and (2) to participate in, but not control, any such proceedings.

Controversies. The Parent Buyer shall promptly notify the Shareholders' Sellers’ Representative in writing upon within ten (10) days of the receipt by the Parent Buyer or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claimsaudits, examinations, assessments, audits or similar events proceedings from any Taxing Authority with respect to Taxes relating to a taxable period ending on (i) of the Company or prior to the Closing Date (ii) described in clause (x) of Section 2.4.2 for which the Parent or the Company may Sellers would be entitled required to indemnification under Section 9.7 hereof or under the Tax Indemnification indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claim, assessment, audit proceeding or similar event, a "“Tax Matter"”); provided, however, that any failure by Buyer to deliver such notice within such time period shall not affect in any way the Sellers’ obligation for indemnification, except if and to the extent the Sellers are actually and materially prejudiced thereby. The Shareholders' Representative shall have Buyer has the authority right to represent the interests of Buyer or the Company and its subsidiaries Company, as applicable, before the relevant Taxing Authority with respect to any Tax Matter before and has the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax returns Returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Sellers’ Representative shall have the incomeright (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, assets or operations of the Company or any of its subsidiaries for all taxable periods; providedat his own expense, however, that the Parent separate from counsel employed by Buyer. Buyer shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Matter to the portion extent that it adversely affects the Tax liability of the Overlap Period ending on or prior to the Closing Date Sellers without the prior written consent of the Shareholders' Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall keep Sellers’ Representative informed with respect to the commencement, status, and nature of any such Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. The Parent Purchaser shall promptly notify the Shareholders' Representative Agent in writing upon receipt by the Parent Purchaser or any affiliate Affiliate of the Parent Purchaser (including the Company and its subsidiaries Companies after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which the Parent or the Company Shareholders may be entitled to indemnification liable under Section 9.7 hereof or under the Tax Indemnification this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Representative Agent, or its duly appointed representative (the "Shareholders' Representative"), at its expense on behalf of the Shareholders, shall have the authority to represent the interests of the Company and its subsidiaries Companies with respect to any Tax Matter before the Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns Returns and settling auditscontesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that the Shareholders' Representative Agent shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability Liability of the ParentPurchaser, the Company, its subsidiaries, Companies or any affiliate Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheldPurchaser. The Shareholders' Agent or the Shareholders' Representative shall keep the Parent Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative Agent shall, in good faith, allow the Parent Purchaser, at its sole expense, to make comments to the Shareholders' Representative Agent or the Shareholders' Representative, regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow AccountProceeding. Except as otherwise provided in this Section 9.410.2, the Parent Purchaser shall have the sole right to control any audit or examination by any taxing Taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries Companies for all taxable periods; provided, however, that the Parent Purchaser shall not, and shall cause its affiliates Affiliates (including the Company and its subsidiariesCompanies) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' RepresentativeAgent, which consent shall not be unreasonably withheld.

Controversies. The Parent (a) Buyer shall promptly notify the Shareholders' Representative in writing Stockholders’ Representatives upon receipt by the Parent Buyer or any affiliate of the Parent Buyer (including the Company and its subsidiaries Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). The Shareholders' Representative Stockholders’ Representatives, at their sole expense (except, for the avoidance of doubt, to the extent the Stockholders’ Representatives may be reimbursed by the Preferred Stockholders pursuant to separate agreement), shall have the authority to represent the interests of the Company and its subsidiaries Subsidiaries with respect to any Tax Matter before the Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns Returns and settling auditscontesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that the Shareholders' neither any Stockholders’ Representative nor any affiliates thereof shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of the ParentBuyer, the Company, Company or any of its subsidiaries, Subsidiaries or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") Period that is after the Closing Date, without the prior written consent of the ParentBuyer, which consent shall not be unreasonably withheldwithheld or delayed. The Shareholders' Representative Stockholders’ Representatives shall keep the Parent Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative Stockholders’ Representatives shall, in good faith, allow the Parent Buyer to make comments to the Shareholders' Representative Stockholders’ Representatives regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheld.

Controversies. The Parent Buyer shall promptly cause the Company to notify the Shareholders' Representative Sellers in writing upon within ten (10) days of the receipt by the Parent Buyer or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written any notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a taxable period ending on or prior to of the Closing Date Company for which the Parent or the Company Sellers may be entitled to indemnification under Section 9.7 hereof responsible for payment, directly or under the Tax Indemnification Agreement indirectly (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a "“Tax Matter"”). The Shareholders' Sellers’ Representative may, at Sellers’ expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority authority, with respect to such Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the incomeright (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and to employ counsel, assets at its own expense, separate from the counsel employed by Sellers. Sellers shall not enter into any settlement of, or operations otherwise compromise, any such Tax Matter to the extent that it adversely affects the Tax liability of Buyer, the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion Affiliate of the Overlap foregoing for a Post-Closing Tax Period ending on or prior to the Closing Date without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer informed with respect to the Shareholders' Representativecommencement, status, and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and shall consult with Sellers’ Representative with respect to such Tax Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter that Buyer or the Company is defending and to employ counsel, at their own expense, separate from counsel employed by Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement or compromise would cause Sellers to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the extent the provisions of Section 10.4.1 conflict with the provisions of this Section 9.3, the provisions of this Section 9.3 shall control.

Controversies. The Parent (a) Prior to the Escrow Release Date, Buyer shall promptly notify the Shareholders' Stockholder Representative in writing upon receipt by the Parent Buyer or any affiliate of the Parent its Affiliates (including the Company and its subsidiaries after the Closing DateClosing) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company Stockholders may be entitled to indemnification liable under Section 9.7 hereof or under the Tax Indemnification this Agreement (any such written notice of an inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). The Shareholders' Prior to the Escrow Release Date, the Stockholder Representative (on behalf of the Stockholders and the Exercising Option Holders) shall at its expense have the sole authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing Tax authority, any other governmental agency or authority Governmental Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns Returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periodsa Tax Matter; provided, however, that neither the Parent Stockholders nor any of their Affiliates shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect Tax Matter that could reasonably be expected to materially adversely affect the Tax liability of Buyer for any period ending after the Closing Date, including the portion of the Overlap Straddle Period ending on or prior to that is after the Closing Date Date, without the prior written consent of the Shareholders' RepresentativeBuyer, which consent shall not be unreasonably withheldwithheld or delayed.

Controversies. The Parent Notwithstanding Section 10.7(c), this Section 11.2 shall promptly notify the Shareholders' Representative in writing upon receipt by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of control any inquiries, claims, assessments, audits proceedings or similar events with respect to Taxes relating to a taxable period ending on Taxes. Buyer shall promptly notify the Seller Representative: (a) upon receipt by Buyer or any Affiliate of Buyer of any notice of any Tax Matter from any Taxing Authority; or (b) prior to Buyer, the Closing Date for which the Parent Company or the Company may be entitled Subsidiary initiating any Tax Matter with any Taxing Authority. The Seller Representative may, at the Sellers’ expense, participate in any such Tax Matter; provided, however, that the failure to provide such notice with respect to clause (a) of this Section 11.2 will not affect Buyer’s right to indemnification under Section 9.7 hereof or 10.3 except to the extent the Sellers’ defense of such matter is demonstrably prejudiced by such failure; provided further that the failure to provide such notice with respect to clause (b) of this Section 11.2 will negate Buyer’s right to indemnification under the Section 10.3 with respect to Tax Indemnification Agreement (Liabilities resulting from any such inquiry, claim, assessment, audit or similar event, a "Tax Matter")voluntary contact. The Shareholders' Representative Buyer shall have the authority authority, with respect to any Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter the Subsidiary before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and the Buyer shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent such Tax Matter. Buyer shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Matter to the portion extent that it adversely affects the Tax Liability of the Overlap Period ending on or prior to the Closing Date Sellers without the prior written consent of the Shareholders' Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. The Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any such Tax Matter and will, in good faith, allow the Seller Representative to consult with Buyer regarding the conduct of or positions taken in any such proceeding.

Controversies. The Parent IRET shall promptly notify the Shareholders' Representative Shareholders in writing upon receipt by the Parent IRET or any affiliate Affiliate of the Parent IRET (including the Company and its subsidiaries Surviving Corporation after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which the Parent or the Company Shareholders may be entitled to indemnification liable under Section 9.7 hereof or under the Tax Indemnification this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax MatterMatter "). The Shareholders, or their duly appointed representative (the "Shareholders' Representative Representative"), at its sole expense, shall have the authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns Returns and settling auditscontesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that neither the Shareholders' Representative Shareholders nor any of their Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability Liability of the ParentIRET, the Company, its subsidiaries, Surviving Corporation or any affiliate Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheldIRET. The Shareholders or the Shareholders' Representative shall keep the Parent IRET fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative Shareholders shall, in good faith, allow the Parent IRET, at its sole expense, to make comments to the Shareholders or the Shareholders' Representative Representative, regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow AccountProceeding. Except as otherwise provided in this Section 9.411.5(b), the Parent IRET shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries and/or the Surviving Corporation for all taxable periods; provided, howeverhowever , that the Parent IRET shall not, and shall cause its affiliates Affiliates (including the Company and its subsidiariesCompany) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheld.

Controversies. The Parent Notwithstanding Section 8.7(c), this Section 9.2 shall promptly notify the Shareholders' Representative in writing upon receipt by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of control any inquiries, claims, assessments, audits proceedings or similar events with respect to Taxes relating to a taxable period ending on Taxes. Buyer shall promptly notify the Seller Representative (a) upon receipt by Buyer or any Affiliate of Buyer of any notice of any Tax Matter from any Taxing Authority or (b) prior to the Closing Date for which the Parent or Buyer, the Company may be entitled or any Subsidiary initiating any Tax Matter with any Taxing Authority. The Seller Representative may, at the Sellers’ expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter; provided, however, that the failure to provide such notice with respect to the first sentence of this Section 9.2 shall not affect Buyer’s right to indemnification under Section 9.7 hereof or under 8.3 except to the Tax Indemnification Agreement (any extent the Sellers’ defense of such inquirymatter is demonstrably prejudiced by such failure. If the Seller Representative assumes such defense, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' then the Seller Representative shall have the authority authority, with respect to any Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter the Subsidiaries before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and the Seller Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Except with the incomeprior written consent of Buyer, assets which consent shall not to be unreasonably withheld, conditioned or operations delayed, the Seller Representative, in the defense of any such Tax Matter, shall not consent to the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting, or that results in criminal charges against, Buyer or any of its Affiliates (including, after the Closing Date, the Company or any Subsidiary). Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its subsidiaries for all taxable periods; providedown expense, however, that separate from the Parent counsel employed by the Seller Representative. The Seller Representative shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Matter to the portion extent that it adversely affects Buyer, the Company, the Subsidiaries or any Affiliate of the Overlap foregoing for a Post-Closing Tax Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. The Seller Representative shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter and will, in good faith, allow Buyer to consult with the Seller Representative regarding the conduct of or positions taken in any such Tax Matter. If the Seller Representative does not assume such defense, then Buyer shall have the authority, with respect to any Tax Matter, to represent the interests of the Company and the Subsidiaries before the relevant Taxing Authority and Buyer shall have the right to control the defense, compromise or other resolution of any such Tax Matter, subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any such Tax Matter and will, in good faith, allow the Seller Representative to consult with Buyer regarding the conduct of or positions taken in any such Tax Matter. The Seller Representative shall promptly notify Buyer upon receipt by any Seller or any Affiliate of any Seller of any notice from any Taxing Authority of any inquiry, audit, examination, contest, litigation, investigation, assessment, reassessment or any other proceeding or similar event with respect to Taxes of the Company or any Subsidiary. For the avoidance of doubt, except as otherwise provided in this Section 9.2, Buyer shall have the sole control of any inquiry, audit, examination, contest, litigation, investigation, assessment, reassessment or any other proceeding or similar event with respect to Taxes of or with respect to the Company or any Subsidiary.

Controversies. The Parent Purchaser shall promptly notify forward to Seller all notifications and other communications from any Taxing Authority relating to any Tax audit or other Proceeding relating to the Shareholders' Representative in writing upon receipt by the Parent or any affiliate Tax liability of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable year or period (or portion thereof) ending on or prior to the Closing Date for which the Parent or the Company may be entitled Date. The failure of Purchaser to indemnification give Seller such written notice shall excuse Seller from its obligations under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' Representative shall have the authority to represent the interests of the Company and its subsidiaries 9.01(a) with respect to any increased Tax Matter before liability directly or indirectly attributable to any such notification or other communication if the Internal Revenue Servicefailure to provide such written notice adversely affected the ability of Seller to contest any claim arising from such Tax audit or other Proceeding. Notwithstanding any provisions to the contrary contained in this Agreement, any other taxing authority, any other governmental agency or authority or any court and Purchaser shall have the sole right to control and make all decisions regarding the defense, compromise or other resolution of Company’s interests in any Tax Matteraudit or administrative or court proceeding relating to Taxes (other than any audit or proceeding relating to a Tax Return in which Company’s income and expenses are combined or consolidated with Seller’s), including responding to inquiries, filing Tax returns selection of counsel and settling auditsselection of a forum for such contest; provided, however, that in the Shareholders' Representative event such audit or proceeding relates to Taxes for which Seller is responsible and has agreed to indemnify Purchaser pursuant to Section 9.01 hereof, (i) Purchaser and Seller shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Seller shall have the right to participate in such audit or proceeding at Seller’s expense, (iii) Purchaser shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect agreement with the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, relevant Taxing Authority pertaining to such Taxes without the prior written consent of the ParentSeller, which consent shall not unreasonably be unreasonably withheld. The Shareholders' Representative , and (iv) Purchaser may, without the written consent of Seller, enter into such an agreement provided that Purchaser shall keep the Parent fully and timely informed have agreed in writing to forego any indemnification under this Agreement with respect to such Taxes. In the commencement, status and nature event of any Tax Matter. The Shareholders' Representative shall, in good faith, allow conflict between the Parent to make comments to the Shareholders' Representative regarding the conduct provisions of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.46.10(b) and any other provision of this Agreement, the Parent provisions of this Section 6.10(b) shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheldcontrol.

Controversies. (a) This Section 10.5 will control any Tax Matters. The Parent Buyer shall promptly notify the Shareholders' Sellers Representative in writing upon receipt by the Parent Buyer, the Blocker, the Company or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) their Affiliates of written any notice of any inquiries, claims, assessments, audits Tax Matter from any Taxing Authority for any Pre-Closing Tax Period or similar events with respect to Taxes relating to Straddle Period (a taxable period ending on or prior to the “Pre-Closing Date for which the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"”). The Shareholders' Sellers Representative shall may, at the Sellers’ expense, and upon notice to the Buyer, assume the defense of any Pre-Closing Tax Matter that relates solely to income Taxes for a Pre-Closing Tax Period (a “Sellers Tax Matter”). If the Sellers Representative assumes the defense of a Sellers Tax Matter, then the Sellers Representative will have the authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter the Company Subsidiaries before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall the Sellers Representative will have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiriesinquiries and contesting, filing Tax returns defending against and settling audits; provided, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periodssuch Sellers Tax Matter; provided, however, that (i) the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) Sellers Representative may not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date such Sellers Tax Matter without the prior written consent of the Shareholders' Buyer (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Buyer will have the right (but not the duty) to participate in the defense of such Sellers Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Sellers Representative, which consent and (iii) the Sellers Representative shall not be unreasonably withheldkeep the Buyer informed with respect to the commencement, status and nature of any such Sellers Tax Matter and will (in good faith) allow the Buyer to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. The Parent Notwithstanding Section 10.4, this Section 11.3 shall promptly notify the Shareholders' Representative in writing upon receipt by the Parent or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of written notice of control any inquiries, claims, assessments, audits Proceedings or similar events with respect to Taxes. After the Closing Date, (a) The Buyer, the Company and the Subsidiary, on the one hand, and the Sellers, the Seller Representative and their Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of the Company or the Subsidiary for which the Sellers may be required to reimburse any Buyer Indemnitee pursuant to this Agreement, or (b) the Buyer shall promptly notify the Sellers Representative prior to the Buyer, the Company or the Subsidiary making any voluntary contact with any Taxing Authority relating to a taxable period ending on or prior to failure of the Closing Date for which the Parent Company or the Company may be entitled Subsidiary to file a Tax Return or pay Taxes, or making any self-assessment of Taxes, for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under Section 9.7 hereof or 10.2 except to the extent that the Sellers Representative’s defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further, that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under Section 10.2 with respect to Tax liabilities resulting from the Tax Indemnification Agreement (voluntary contact. The Sellers Representative may, at Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The Shareholders' If the Sellers Representative assumes such defense, the Sellers Representative shall have the authority authority, with respect to any Tax Matter, to represent the interests of the Company and its subsidiaries with respect to any Tax Matter the Subsidiary before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and the Sellers Representative shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax returns and settling audits; providedcontesting, however, that the Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parent, the Company, its subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date defending against and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the incomeSellers Representative has assumed such defense, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that Sellers Representative will be entitled to defend and settle such Tax Matter using the Parent shall notIndemnity Escrow Amount, and the Sellers Representative and the Buyer shall cause jointly instruct the Escrow Agent to release funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its affiliates (including own expense, separate from the Company and its subsidiaries) counsel employed by the Sellers Representative. The Sellers Representative shall not to, enter into any settlement of any contest or otherwise compromise any issue with respect such Tax Matter to the portion extent that it adversely affects the Tax liability of the Overlap Period ending on Buyer, the Company, the Subsidiary or prior to any Affiliate of the foregoing for a post-Closing Date Tax period without the prior written consent of the Shareholders' Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Sellers Representative shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow the Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If the Sellers Representative does not assume the defense of any such Tax Matter, then: (i) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Sellers Representative, which consent shall not be unreasonably withheldconditioned, withheld or delayed, (ii) the Sellers Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Buyer, and (iii) the Buyer shall keep the Sellers Representative informed with respect to the commencement, status and nature of any such Tax Matter, and will reasonably cooperate with the Sellers Representative and consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. The Parent shall promptly notify the Shareholders' Representative in writing upon receipt by the Parent If any Taxing Authority issues to any Acquired Company or any affiliate of the Parent (including the Company and its subsidiaries after the Closing Date) of Affiliates any written notice of any inquiries, claims, assessments, audits proceedings or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date any Seller Tax Obligations for which the Parent or the Company Seller may be entitled liable pursuant to indemnification under Section 9.7 hereof or under the Tax Indemnification terms of this Agreement (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a "“Tax Matter"”), Buyer will notify Sellers’ Representative within ten (10) days of receipt of such notice. The Shareholders' Representative Buyer shall have the authority to represent the interests of the Company and its subsidiaries with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole exclusive right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax returns and settling auditsat its own expense; provided, however, that Sellers’ Representative may, at Sellers’ Representative’s own expense, participate in and, upon written notice to Buyer, assume the Shareholders' defense of any Tax Matter to the extent such Tax Matter relates solely to a Tax period ending on or prior to Closing Date. Sellers’ Representative shall will not enter into any settlement of of, or otherwise compromise compromise, any Tax Matter for which Sellers’ Representative assumes the defense to the extent that affects such settlement or may compromise is reasonably expected to adversely affect the Tax liability of the ParentBuyer, the Company, its subsidiaries, Acquired Companies or any affiliate Affiliate of the foregoing for any period ending after the a Post-Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, Tax Period without the prior written consent of the ParentBuyer, which consent shall not be unreasonably withheld, conditioned, or delayed. The Shareholders' Sellers’ Representative shall will keep the Parent fully and timely Buyer informed with respect to the commencement, status status, and nature of any Tax Matter. The Shareholders' Matter that Sellers’ Representative shallis controlling, and will, in good faith, allow the Parent Buyer to make comments to the Shareholders' consult with Sellers’ Representative regarding the conduct of or positions taken in any such proceedingTax Matter. During such period as If Sellers’ Representative does not (or cannot, under the Escrow Account is being heldterms of this Agreement) assume the defense of a Tax Matter, all reasonable expenses Buyer will keep Sellers’ Representative informed of the Shareholders' Representative incurred in connection with any progress of that Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right from time to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, time and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue will consult with Sellers’ Representative with respect to the portion that Tax Matter. Neither Buyer nor any of the Overlap Period ending on Acquired Companies will have the right to settle (or prior to consent to the Closing Date settlement or compromise of) that Tax Matter without the prior written consent of the Shareholders' Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned, or delayed, if the settlement or compromise would cause the Seller to be responsible for any part of the settlement amount to be paid with respect to that Tax Matter.

Controversies. (a) The Parent Purchasers’ Representative shall promptly notify the Shareholders' Sellers’ Representative in writing upon receipt by the Parent Purchasers or any affiliate Related Persons of the Parent any Purchaser (including the Company and its subsidiaries Target Companies after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Parent or the Company Rockwood Sellers may be entitled to indemnification liable under Section 9.7 hereof or under the Tax Indemnification this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). The Shareholders' Representative Rockwood Sellers or the Sellers’ Representative, at their or its sole expense, shall have the authority to represent the interests of the Company and its subsidiaries Target Companies with respect to any Tax Matter before the Internal Revenue Service, any other taxing Tax authority, any other governmental agency or authority Governmental Body or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns Returns and settling auditscontesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that neither the Shareholders' Representative Rockwood Sellers nor any of their Related Persons shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of the ParentPurchasers, any Subsidiaries of the Purchasers, the Company, its subsidiaries, Target Companies or any affiliate Related Persons of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") Period that is after the Closing Date, without the prior written consent of the ParentPurchasers, which consent shall not be unreasonably withheldwithheld or delayed. The Shareholders' Rockwood Sellers or the Sellers’ Representative shall keep the Parent Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax MatterMatter that may affect the liability of the Target Companies for periods after the Closing. The Shareholders' Representative Rockwood Sellers shall, in good faith, allow the Parent Purchasers to make comments to the Shareholders' Representative Rockwood Sellers or Sellers’ Representative, as the case may be, regarding the conduct of or positions taken in any such proceeding. During such period as proceeding that may affect the Escrow Account is being held, all reasonable expenses liability of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, Target Companies for periods after the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheldClosing.

Controversies. The (a) Parent shall promptly notify the Shareholders' Shareholder Representative in writing upon receipt by the Parent or any affiliate of the Parent its Affiliates (including following the Closing, for the avoidance of doubt, the Company and its subsidiaries after the Closing DateSubsidiaries) of written notice of any inquiriesTax Matter, claims, assessments, audits or similar events with respect provided that Parent’s failure to Taxes relating to a taxable period ending on or prior give such notice shall not affect the Indemnification Shareholders’ indemnification obligations under this Agreement except to the Closing Date for which extent that the Parent or the Company may be entitled to indemnification under Section 9.7 hereof or under the Tax Indemnification Agreement (any Shareholders are materially adversely affected as a result of such inquiry, claim, assessment, audit or similar event, a "Tax Matter")failure. The Shareholders' Representative Shareholder Representative, at its expense, shall have the authority to represent the interests of the Company and its subsidiaries Subsidiaries with respect to any Tax Matter provided that (i) such Tax Matter relates solely to taxable periods of the Company and its Subsidiaries ending on or before the Internal Revenue ServiceClosing Date and (ii) the Shareholder Representative provides written notice to Parent within twenty (20) days of becoming aware of such Tax Matter of its election to represent the interests of the Company and its Subsidiaries with respect to such Tax Matter (any such Tax Matter, a “Shareholder Representative Tax Matter”) before any other taxing authority, any other governmental agency or authority or any court Taxing Authority and shall have have, subject to the other provisions of this Section 6.4, the sole right to control the defense, compromise or other resolution of a Shareholder Representative Tax Matter. The Shareholder Representative shall keep Parent fully and timely informed with respect to the commencement, status and nature of each Shareholder Representative Tax Matter and shall provide Parent with copies of all correspondence (including any correspondence sent or received in electronic format) relating to each Shareholder Representative Tax Matter no later than five (5) days following the sending or receipt thereof. The Shareholder Representative shall, in good faith, allow Parent to make comments to the Shareholder Representative regarding the conduct of or positions taken in any Shareholder Representative Tax Matter, including responding and Parent shall have the right (but not the duty) to inquiriesparticipate in the defense of any Shareholder Representative Tax Matter and to employ counsel, filing Tax returns and settling audits; providedat its own expense, however, that separate from the Shareholders' counsel employed by the Shareholder Representative. The Shareholder Representative shall not enter into any settlement or compromise of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Parentwith any Taxing Authority, the Company, its subsidiariesand shall not elect to appeal, or seek judicial review of, any affiliate of the foregoing for any period ending after the Closing Date, including the portion of determination made with respect to a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, Shareholder Representative Tax Matter without the prior written consent of the Parent, which consent shall not be unreasonably withheld. The Shareholders' Representative shall keep the Parent fully and timely informed with respect to the commencementconditioned, status and nature of any Tax Matter. The Shareholders' Representative shall, in good faith, allow the Parent to make comments to the Shareholders' Representative regarding the conduct of delayed or positions taken in any such proceeding. During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 9.4, the Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company or any of its subsidiaries for all taxable periods; provided, however, that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Shareholders' Representative, which consent shall not be unreasonably withheld.