Common use of Controversies Clause in Contracts

Controversies. (a) The Purchasers and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person.

Controversies. (a) The Purchasers 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 Sellers Holder Representative shall cooperate fully, as and promptly notify the other Party of its receipt (or any of its Affiliate’s receipt) of any notice of any Tax Contest relating to the extent Surviving Corporation or any of its Subsidiaries from any Governmental Entity. The Holder Representative may participate in and, upon written notice to the Surviving Corporation, assume the defense of any such Tax Contest that would reasonably requested by be expected to cause a material indemnification obligation of the other party, in connection with the preparation and filing of Returns Sellers pursuant to Section 8.1 and any audit8.2; provided, litigation or other proceeding however, that the Holder Representative will not have the right to assume the defense of a Tax Contest for a Straddle Period. If the Holder Representative assumes such defense, the Holder Representative shall have the authority, with respect to Taxes any such Tax Contest, to represent the interests of the Companies. Such cooperation Surviving Corporation or any of its Subsidiaries before the relevant Governmental Entity and the Holder Representative shall include have the retention and (upon right to control the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any auditdefense, litigation compromise or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation resolution of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Contest subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any such Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property TaxesContest; provided, howeverthat the Holder Representative will not be entitled to settle or otherwise close any such Tax Contest without the prior written consent of Buyer, that which consent shall not 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 order the defense of such Tax Contest and to receive such reimbursement employ counsel, solely at its own expense, separate from the counsel employed by the Purchasers, such Person must agree in writing to (A) grant to Holder Representative. The Holder Representative shall keep the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding Surviving Corporation reasonably informed with respect to the Qualified Empire Zone Enterprise credits that were 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 by in any such Person and proceeding. If the Holder Representative chooses not to assume (Bor is otherwise not permitted to assume) fully cooperate with the Purchasers with respect to any auditdefense of a Tax Contest, litigation or other proceeding the Surviving Corporation shall assume such defense in good faith. In such event, the Surviving Corporation shall keep the Holder Representative reasonably informed with respect to the Qualified Empire Zone Enterprise credits commencement, status and nature of any such Tax Contest and shall not enter into any settlement of or otherwise compromise any such Tax Contest to the extent that were taken by such Personit adversely affects the Tax liability of the Surviving Corporation or any of its Subsidiaries that is indemnifiable pursuant to Section 8.2 without the prior written consent of the Holder Representative, which consent shall not be unreasonably conditioned, withheld or delayed.

Controversies. (a) The Purchasers and the Sellers shall cooperate fullyPurchaser or Seller, as applicable (the “Tax Indemnified Party”) shall notify Seller or Purchaser, as applicable (the “Tax Indemnifying Party”) in writing, and to in reasonable detail (taking into account the extent reasonably requested information then available), within thirty (30) calendar days of the receipt by the other partyTax Indemnified Party or any of its Affiliates (it being understood that the Company shall be an Affiliate of Purchaser after the Closing Date) of written notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any auditclaims, litigation assessments, audits or other proceeding similar events with respect to Taxes of for which the Companies. Such cooperation shall include the retention and Tax Indemnifying Party may be liable under Section 5.7(g) (upon the other party’s request) the provision of records and information that are reasonably relevant to any such preparation and filing and to any auditinquiry, litigation claim, assessment, audit or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such periodsimilar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 5.7(g) except to the extent the Tax Indemnifying Party shall have been actually and materially prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period”) or relating to the Stub Period Income Tax Returns, and Seller, at its own expense, shall have, subject to the provisions of this Section 8.2(b), have the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give represent the Sellers prompt notice interests of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding Company with respect to Taxes of any Tax Matter before the CompaniesIRS, and shallany other Taxing Authority, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation other governmental agency or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers authority or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, court and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control any audit extend 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 waive the statute of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Companies. (e) Any Tax refund (other than limitations with respect to Taxes relating a Tax Matter, including responding to inquiries and settling audits or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxeslawsuits; provided, however, that in order to receive such reimbursement by Seller shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the PurchasersTax Liability of Purchaser or the Company for any Post-Closing Tax Period, such Person must agree in writing to (A) grant including any Straddle Tax Period, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Seller shall keep Purchaser fully and timely informed with respect to the Purchasers commencement, status and nature of any Tax Matter. Seller and Purchaser shall jointly represent the interests of the Company with respect to all Tax Matters relating to a Straddle Tax Period. Purchaser shall have the exclusive authority to conductrepresent the interests of the Company for any Tax Matter not described in the preceding two sentences, negotiate, compromise and settle any audit, litigation including the sole right to extend or other proceeding waive the statute of limitations with respect to such Tax Matter, to respond to inquiries and to settle any audits or lawsuits, provided that if such Tax Matter relates to a Tax for which Seller would be liable under Section 5.7(g) then Purchaser shall keep Seller fully informed regarding the Qualified Empire Zone Enterprise credits that were taken by progress of such Person Tax Matter and (B) fully cooperate shall discuss in advance with the Purchasers with respect to any auditSeller, litigation or other proceeding with respect in good faith, all significant strategic decisions relating to the Qualified Empire Zone Enterprise credits that were Tax for which Seller would be liable. The party controlling the conduct of a Tax Matter under this Section 5.7(f) shall, in good faith, allow the other party or its counsel to consult with it regarding the conduct of or positions taken by in any such Personproceeding.

Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) The Purchasers and the Sellers shall cooperate fully, as and to the extent reasonably requested upon receipt by the other partyBuyer or any Affiliate of the Buyer of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Companies. Such cooperation shall include Sellers may be required to reimburse the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant Buyer pursuant to such preparation and filing and to any audit, litigation this Agreement or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XIprior to the Buyer, except Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to Taxes relating subclause (a) will not affect the Buyer’s right to or arising out indemnification under this Section 11.2 except to the extent that the Sellers’ defense of ad valorem Taxes or property Taxessuch Tax Matter is demonstrably prejudiced by such failure; provided, further that the Sellers shall be solely responsible for defending any audit, litigation or other proceeding failure to provide such notice with respect to Taxes of any Seller or subclause (b) will negate the Companies attributable Buyer’s right to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of indemnification under this Section 8.2(b), 11.2 and Section 10.2 with respect to Tax liabilities resulting from the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceedingvoluntary contact. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware andRepresentative may, at the Sellers’ request at any time and from time to timeexpense, any powers of attorney or other authorizations necessary or appropriate to give effect participate in and, upon notice to the foregoing. The Sellers shall keep Buyer, assume the Purchasers reasonably informed as to the progress defense of any such auditTax Matter. If the Representative assumes such defense on behalf of the Sellers, litigation or other proceeding then the Representative shall have the authority, with respect to Taxes any Tax Matter, to represent the interests of Holdco and Enginetics before the Companies, relevant Taxing Authority and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and Representative shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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 then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by the Representative. The Representative shall not enter into any settlement of or operations otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Companies. (e) Any Buyer, Holdco, Enginetics or any Affiliate of the foregoing for a post-Closing Tax refund (other than period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. The Representative shall keep the Buyer informed with respect to Taxes relating 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 arising out positions taken in any such proceeding. If the Representative does not assume the defense of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to such Tax Matter, then: (i) Pre-Closing Periods the Buyer shall not enter into any settlement or Pre-Closing Straddle Periodsotherwise compromise any such Tax Matter to the extent it adversely affects the Tax liability of the Sellers without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, withheld or delayed, (ii) Taxes paid prior the Representative shall have the right (but not the duty) to participate in the Closing Date, shall be the property defense of the Sellers such Tax Matter and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall causeemploy counsel, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required separate from counsel employed by the New York Department of Taxation Buyer, and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (iiii) the amount of such repayment and (ii) Buyer shall keep the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding Representative informed with respect to the Qualified Empire Zone Enterprise credits that were taken by commencement, status and nature of any such Person Tax Matter, and (B) fully will reasonably cooperate with the Purchasers Representative and consult with respect to the Representative regarding the conduct of or positions taken in any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personproceeding.

Controversies. Buyer shall cause the Acquired Companies to notify Seller in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fully, as and to the extent reasonably requested receipt by the other partyAcquired Companies of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesAcquired Companies for which Seller may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”). Such cooperation Seller may, at its own expense, participate in and, upon notice to Buyer within thirty (30) days of becoming aware of such Tax Matter, assume the defense of such Tax Matter. If Seller assumes such defense, Seller shall include have the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any auditauthority, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating any Tax Matter, to or arising out represent the interests of ad valorem Taxes or property Taxesthe Acquired Companies before the relevant Taxing Authority and have the right to control the defense, the Sellers shall be solely responsible for defending any audit, litigation compromise or other proceeding with respect to Taxes resolution of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 and to employ counsel, assets at its own expense, separate from the counsel employed by Seller. Seller 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 Acquired Companies or any Affiliate of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from foregoing for a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) PrePost-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid Tax Period without the prior to the Closing Date, written consent of Buyer. Seller shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with Seller regarding the conduct of or positions taken by in any such Person proceeding. If Seller does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Seller with respect to any auditsuch Tax Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, litigation at its own expense, separate from counsel employed by the Acquired Companies. The Acquired Companies shall not have the right to settle (or other proceeding to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller 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 the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. (a) The Purchasers and Following the Sellers shall cooperate fullyClosing, as and to the extent reasonably requested by the other partyif a notice of deficiency, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any proposed adjustment, assessment, audit, litigation examination or other proceeding administrative or court proceeding, suit, dispute or other claim with respect to Holdings or the Company (a “Tax Matter”) shall be received by any Shareholder, Buyer, Holdings, or the Company (a “Notified Party”) from the IRS or any other taxing authority, with respect to Taxes for which another party may reasonably be expected to be liable pursuant to this Agreement, the Notified Party shall notify such other party in writing within five (5) days of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision receipt of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation notice of any material provided hereundersuch Tax Matter. (b) Notwithstanding Article XIThe Shareholder Representative shall have the right to control any Tax Matter to the extent that the Tax Matter relates exclusively to a Pre-Cutoff Tax Period or to any Tax Return prepared by the Shareholder Representative pursuant to Section 5.3, except in each case to the extent any Shareholder may reasonably be expected to be liable pursuant to this Agreement with respect to the Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax ReturnsMatter, and shall haveto employ counsel of their choice at their expense; provided, subject to however, that (i) the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers Shareholder Representative shall keep the Purchasers Buyer reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes status of the CompaniesTax Matter (including by providing copies of all notices received from the relevant taxing authority) and Buyer shall have the right to review and comment on any correspondence from the Shareholder Representative to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate (at Buyer’s own expense) in the conduct of such Tax Matter, and shall, if (ii) the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers Shareholder Representative shall not settle or compromise such Tax Matter or forego any such auditappeal with respect thereto without Buyer’s prior written consent, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ which consent (shall not to be unreasonably withheld, conditioned or delayed) if . If the Shareholder Representative does not assume the defense of any such settlement would increase Tax Matter, Buyer may defend the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any Matter in such audit, litigation or other proceeding. (d) Except manner as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxesit may deem appropriate; provided, however, that in order the Shareholder Representative shall have the right to receive such reimbursement by review and comment on any correspondence from the Purchasers, such Person must agree in writing to (A) grant Buyer to the Purchasers taxing authority prior to submission of such correspondence to the exclusive taxing authority and otherwise to conductparticipate in any such Tax Matter (at the Shareholders’ expense) and Buyer may not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Shareholder Representative’s prior written consent, negotiatewhich consent shall not be unreasonably withheld, compromise conditioned or delayed. To the extent of any inconsistency between this Section 5.7(b) and settle Section 7.7, this Section 5.7(b) shall control. (c) Buyer shall have the right to control any auditTax Matter (other than as set forth in Section 5.7(b)) and to employ counsel of its choice; provided, litigation or other proceeding however, that, to the extent any Shareholder may reasonably be expected to be liable pursuant to this Agreement with respect to the Qualified Empire Zone Enterprise credits that were taken Taxes relating to such Tax Matter, (i) Buyer shall keep the Shareholder Representative reasonably informed as to the status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and the Shareholder Representative shall have the right to review and comment on any correspondence from the Buyer to the taxing authority prior to submission of such Person correspondence to the taxing authority and otherwise to participate (at Shareholders’ own expense) in the conduct of such Tax Matter, and (Bii) fully cooperate with the Purchasers Buyer shall not settle or compromise such Tax Matter or forego any appeal with respect to any auditthereto without Shareholder Representative’s prior written consent, litigation which consent shall not be unreasonably withheld, conditioned or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Persondelayed.

Controversies. (a) The Purchasers and Parent shall promptly notify Shareholders’ Representative upon receipt by Parent or any Affiliate of Parent (including the Sellers shall cooperate fully, as and to Company after the extent reasonably requested by the other party, in connection with the preparation and filing Closing Date) of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to a taxable period (or arising out of ad valorem Taxes portion thereof) ending on or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date for which Shareholders may be liable under this Agreement (each any such periodinquiry, claim, assessment, audit or similar event, a “Pre-Closing PeriodTax Matter”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers failure to so notify Shareholders’ Representative of the claim shall not settle any such auditrelieve the Shareholders’ of their indemnification obligations under Section 9.02, litigation or other proceeding insofar as it relates unless (and then solely to the Companies without the Purchasersextent) that Shareholders were actually and materially prejudiced by such failure. Shareholders or Shareholders’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authorityRepresentative, at their Shareholders’ sole cost and expense, through reputable counsel reasonably acceptable to conductParent, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the authority to represent the interests of the Company with respect to, and the sole right to control, any matter (solely to the extent such matter exclusively addresses matters that are Tax Matters) before the IRS, any other taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter, initiate any claim for refund or amend any Returnincluding responding to inquiries, filing Returns and contestcontesting, resolve defending against 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 Shareholders’ Representative, any Shareholder nor any of Shareholders’ Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter, without the incomeprior written consent of Parent, assets which consent shall not be unreasonably withheld, conditioned or operations delayed. Shareholders or Shareholders’ Representative shall keep Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter controlled by Shareholder or Shareholders’ Representative. Shareholders’ Representative shall, in good faith, allow Parent to make comments to Shareholders or Shareholders’ Representative, regarding the Companiesconduct of or positions taken in any such proceeding, which comments shall be taken into account in good faith. (eb) Any Except as otherwise provided in Section 7.02(a), or if Shareholders do not timely elect to control a proceeding pursuant to Section 7.02(a), Parent shall have the sole right to control any matter relating to Taxes of the Company before the IRS, any other taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any such matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax refund (deficiency or other than adjustment of Taxes of, or relating to, such matter; provided, however, that Parent shall not, and shall cause the Company not to, enter into any settlement of any contest or otherwise compromise any issue with respect to Taxes relating to a taxable period (or arising out of ad valorem Taxes or property Taxesportion thereof) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority ending on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall Date for which Shareholders may be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled liable under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after Agreement without the date prior written consent of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such PersonShareholders’ Representative, which repayment is required as a result of the decrease in ad valorem Taxes consent shall not be unreasonably withheld, conditioned or property Taxes owed by CNYOG as a result of the administrative delayed. Parent shall keep Shareholders’ Representative fully and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding timely informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such matter. Parent shall, in good faith, allow Shareholders’ Representative to make comments to Parent, regarding the conduct of or positions taken by in any such Person proceeding, which comments shall be taken into account in good faith. (c) To the extent of any inconsistency between this Section 7.02 and (B) fully cooperate with the Purchasers with respect to any auditSection 9.06, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personthis Section 7.02 shall control.

Controversies. (a) The Purchasers and Following the Sellers shall cooperate fullyClosing, as and to the extent reasonably requested by the other partyif a notice of deficiency, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any proposed adjustment, assessment, audit, litigation examination or other proceeding administrative or court proceeding, suit, dispute or other claim with respect to Holdings, the Company or any of their Subsidiaries (a “Tax Matter”) shall be received by any Member, Buyer, Holdings, the Company or any of their Subsidiaries (a “Notified Party”) from the IRS or any other taxing authority, with respect to Taxes for which another party may reasonably be expected to be liable pursuant to this Agreement, the Notified Party shall promptly notify such other party in writing of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderTax Matter. (b) Notwithstanding Article XI, except with respect The Member Representative shall have the right to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to control any Tax period ending prior Matter to the Closing Date (each such period, extent that the Tax Matter relates exclusively to a “Pre-Closing Tax Period”) or relating to the Stub Period Income Tax Returns, and shall haveto employ counsel of their choice at their expense; provided, subject to however, that (i) the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers Member Representative shall keep the Purchasers Buyer reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes status of the CompaniesTax Matter (including by providing copies of all notices received from the relevant taxing authority) and Buyer shall have the right to review and comment on any correspondence from the Member Representative to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate (at Buyer’s own expense) in the conduct of such Tax Matter, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates (ii) to the Companies; provided that extent settlement or compromise of a Tax Matter is reasonably expected to increase the Sellers Tax liability or decrease a Tax attribute of Buyer or one of its affiliates (including the Company), or otherwise prejudice their legal position, the Member Representative shall not settle or compromise such Tax Matter or forego any such auditappeal with respect thereto without Buyer’s prior written consent, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ which consent (shall not to be unreasonably withheld, conditioned or delayed) if . If the Member Representative does not assume the defense of any such settlement would increase Tax Matter, Buyer may defend the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any Matter in such audit, litigation or other proceeding. (d) Except manner as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxesit may deem appropriate; provided, however, that in order the Member Representative shall have the right to receive such reimbursement by review and comment on any correspondence from the Purchasers, such Person must agree in writing to (A) grant Buyer to the Purchasers taxing authority prior to submission of such correspondence to the exclusive taxing authority and otherwise to conductparticipate in any such Tax Matter (at the Member Representative’s expense) and Buyer may not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Member Representative’s prior written consent, negotiatewhich consent shall not be unreasonably withheld, compromise conditioned or delayed. To the extent of any inconsistency between this Section 5.10(b) and settle Section 7.4 or Section 7.5, this Section 5.10(b) shall control. (c) Buyer shall have the right to control any auditTax Matter (other than as set forth in Section 5.10(b)) and to employ counsel of its choice; provided, litigation or other proceeding however, that, to the extent any Member may reasonably be expected to be liable pursuant to this Agreement with respect to the Qualified Empire Zone Enterprise credits that were taken Taxes relating to such Tax Matter, (i) Buyer shall keep the Member Representative reasonably informed as to the status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and the Member Representative shall have the right to review and comment on any correspondence from the Buyer to the taxing authority prior to submission of such Person correspondence to the taxing authority and otherwise to participate (at Members’ own expense) in the conduct of such Tax Matter, and (Bii) fully cooperate with the Purchasers Buyer shall not settle or compromise such Tax Matter or forego any appeal with respect to any auditthereto without Member Representative’s prior written consent, litigation which consent shall not be unreasonably withheld, conditioned or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Persondelayed.

Controversies. Buyer shall cause the Company to notify Sellers in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fullyreceipt by Buyer or the Company of any notice of any inquiries, as and to the extent reasonably requested by the other partyassessments, in connection with the preparation and filing of Returns pursuant to Section 8.1 and proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesCompany for which Sellers may be responsible for payment, directly or indirectly (any such inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”). Such cooperation shall include Sellers may, at their own expense, participate in and, upon written notice to Buyer, assume the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation defense of any material provided hereunder. (b) Notwithstanding Article XIsuch Tax Matter. If Sellers assume such defense, except Sellers shall have the authority, with respect to Taxes relating such Tax Matter, to or arising out represent the interests of ad valorem Taxes or property Taxesthe Company before the relevant Taxing Authority and have the right to control the defense, the Sellers shall be solely responsible for defending any audit, litigation compromise or other proceeding with respect to Taxes resolution of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Xxxxxxx. 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 Affiliate of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from foregoing for a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) PrePost-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid Tax Period without the prior to the Closing Date, written consent of Buyer Sellers shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, 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 by in any such Person proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Sellers with respect to such Tax Matter. Sellers 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 (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 audit, litigation or other proceeding part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the Qualified Empire Zone Enterprise credits that were taken by such Personextent 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. Purchaser shall promptly notify the Sellers’ Representative upon receipt by Purchaser or any of its Affiliates (a) The Purchasers and including the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes members of the Companies. Such cooperation shall include the retention and (upon the other party’s requestCompany Group) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or arising out similar event, a “Tax Matter”). Sellers’ Representative, at its sole expense, shall have the authority to represent the interests of ad valorem Taxes Sellers, or property Taxes, any member of the Sellers shall be solely responsible for defending any audit, litigation or other proceeding Company Group with respect to Taxes of any Seller or the Companies attributable to any Tax period ending Matter (and especially with respect to the Informal Contribution), that relates exclusively to taxable periods that end on or prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding solely with respect to Taxes of the CompaniesInformal Contribution, and shallto the Overlap Period, but only if the Purchasers so request in writingClosing occurs prior to January 1, permit the Purchasers at their expense to participate in 2025) before any such auditTax Authority, litigation any other governmental agency or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers authority or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, court and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter, initiate any claim for refund or amend any Returnincluding responding to inquiries, filing Returns and contestcontesting, resolve defending against 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 Companies. (e) Any such a Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property TaxesMatter; provided, however, that in order to receive such reimbursement by neither the PurchasersSellers’ Representative nor any of Sellers nor their Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter without the prior written consent of Purchaser, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conductwhich consent shall not be unreasonably withheld, negotiate, compromise conditioned or delayed. Sellers’ Representative shall keep Purchaser reasonably and settle any audit, litigation or other proceeding timely informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any Tax Matter. Sellers’ Representative shall, in good faith, allow Purchaser to make comments to Sellers’ Representative, regarding the conduct of or positions taken by in any such Person proceeding. In case of agreement between Sellers and (B) fully cooperate with Purchaser to grant authority to the Purchasers Purchaser with respect to any auditTax Matter that relates to the Informal Contribution, litigation Purchaser shall file Returns following the same approach/reasoning that was applied in the Returns relating to taxable periods that end on or other proceeding prior to the Closing Date with respect to the Qualified Empire Zone Enterprise credits that were taken by such PersonInformal Contribution.

Controversies. (a) The Purchasers and Buyer shall notify the Sellers shall cooperate fully, as and to of the extent reasonably requested receipt by Buyer or the other party, in connection with the preparation and filing Company of Returns pursuant to Section 8.1 and written notice of any audit, litigation or other proceeding Proceedings from any Taxing Authority with respect to Taxes of the CompaniesCompany for which the Sellers would be required to indemnify any Buyer Indemnified Party pursuant to this Agreement (any such Proceeding, a “Tax Matter”). Such cooperation The Sellers may, at their 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 8.5(b)). If the Sellers assume such defense, the Sellers shall include have the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant authority, with respect to such preparation Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and filing shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein. 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 the Sellers. The Sellers shall not enter into any auditsettlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax Liability of Buyer, litigation the Company or other proceeding relating thereto any Affiliate of either of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. The Sellers shall keep Buyer fully and making employees reasonably available on a mutually convenient basis timely informed with respect to provide additional information the commencement, status and explanation nature of any material provided hereundersuch Tax Matter, and will, in good faith, allow Buyer or Buyer’ counsel to consult with the Sellers 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. (b) Notwithstanding Article XI, except Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to Taxes any Proceeding or other similar event relating to or arising out of ad valorem Taxes or property Taxesa Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, the Sellers shall be solely responsible for defending any audit, litigation compromise or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement resolution of any such auditStraddle Period Tax Matter, litigationincluding responding to inquiries, or other proceeding of which they become aware andfiling Tax Returns and contesting, at the Sellers’ request at any time defending against and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 incomesuch Straddle Period Tax Matter. Further, assets or operations of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of if the Sellers and decline to represent the Purchasers shall pay promptly such amounts over Company in any Tax Matter pursuant to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be takenSection 8.5.4(a), the Purchasers shall cause, at the sole cost and expense provisions of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise8.5.4(b) shall be the property of the Purchasers. However, control as if any direct or indirect owner of such Tax Matter were a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Straddle Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. (a) The Purchasers and MSC shall promptly notify the Sellers shall cooperate fullyBuyer upon receipt by MSC or any Affiliate thereof of written notice of any inquiries, as and to the extent reasonably requested by the other partyclaims, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any auditassessments, litigation audits or other proceeding similar events with respect to Taxes related to the Purchased Assets and the Assumed Liabilities (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). MSC, at is sole expense, shall have the authority to represent the interests of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and Sellers with respect to any auditTax Matter before the IRS, litigation any other taxing authority, any other Governmental Entity or any court and shall have the sole right to control the defense, compromise or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation resolution of any material Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided hereunderthat neither MSC nor any Affiliate thereof shall enter into any settlement of or otherwise compromise any Tax Matter that would or may reasonably be expected to materially increase the Tax liability of the Buyer or any of its Affiliates with respect to the Purchased Assets or the Assumed Liabilities for any period without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(aSection 11.3(a) or 8.2(b) and subject to Section 8.3above, following the Closing Date the Purchasers Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any ReturnTax Return which the Buyer is permitted or required to file, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, to the income, assets or operations Purchased Assets and the Assumed Liabilities for all taxable periods; provided that the Buyer shall not enter into any settlement of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited compromise any Tax Matter that would or may reasonably be expected to materially increase the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property Tax liability of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with Purchased Assets or the Purchasers with respect to Assumed Liabilities for any auditperiod without the prior written consent of MSC, litigation which consent shall not be unreasonably withheld or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Persondelayed.

Controversies. Notwithstanding Section 10.4(c), this Section 11.4 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Sellers (a) The Purchasers and the Sellers shall cooperate fully, as and to the extent reasonably requested upon receipt by the other party, in connection with the preparation and filing of Returns pursuant to Section 8.1 and Buyer or any audit, litigation or other proceeding with respect to Taxes Affiliate of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation Buyer of any material provided hereunder. notice of any Tax Matter from any Taxing Authority whether in writing or otherwise or (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such periodBuyer, a “Pre-Closing Period”) or relating to the Stub Period Income Etratech HK and its Subsidiaries initiating any Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle Matter with any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property TaxesTaxing Authority; provided, however, that the failure to provide such notice will not negate the Buyer’s right to indemnification under this Section 11.4 and Section 10.2 with respect to Tax liabilities resulting from the Tax Matter unless such failure to provide such notice results in order the expiry of any time period within which Etratech HK and its Subsidiaries would have been able to receive object or otherwise contest any such reimbursement by Tax Matter. The Sellers may, at the PurchasersSellers’ expense, such Person must agree participate in writing to (A) grant and, upon notice to the Purchasers Buyer, assume the exclusive authority defense of any such Tax Matter. If the Sellers assume such defense, the Sellers shall have the authority, with respect to conductany Tax Matter, negotiateto represent the interests of Etratech HK and its Subsidiaries before the relevant Taxing Authority and the Sellers shall have the right to control the defense, compromise and settle any audit, litigation or other proceeding resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and SHARE AND ASSET PURCHASE AGREEMENT (a) Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter to the extent it adversely affects the liability of Sellers pursuant to Article 10 without the prior written consent of the Sellers, which consent shall not be unreasonably conditioned, withheld or delayed, and (b) the Sellers 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 Buyer, and (c) Buyer shall keep the Sellers informed with respect to the Qualified Empire Zone Enterprise credits that were taken by commencement, status and nature of any such Person Tax Matter, and (B) fully will reasonably cooperate with the Purchasers Sellers and consult with respect to the Sellers regarding the conduct of or positions taken in any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personproceeding.

Controversies. (ai) The Purchasers and After the Sellers Closing Date, the Purchaser shall cooperate fully, as and make a good faith effort to notify the extent reasonably requested Seller in writing within ten Business Days of the receipt by the other party, in connection with the preparation and filing of Returns pursuant to Section 8.1 and Purchaser or any audit, litigation or other proceeding with respect to Taxes Affiliate of the Companies. Such cooperation shall include Purchaser (including a DMS Shares Company or a DMS Subsidiary after the retention and (upon the other party’s requestClosing Date) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxesthe Purchaser, the Sellers shall be solely responsible for defending any auditDMS Shares Companies, litigation or other proceeding with respect to Taxes of any Seller the DMS Subsidiaries, the JCPIIG Assets or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) Other Assets for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Tax Period that were properly taken by such Personfor which, which repayment is required as a result of if determined adversely to the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i)taxpayer, the Purchasers will promptly reimburse such Person an amount equal to Seller or the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property TaxesParent may be liable under Section 4.6(g)(i); provided, however, that the Purchaser's failure to notify the Seller shall not affect the Purchaser's right to indemnification hereunder unless and to the extent that the Seller and/or the Parent is materially adversely affected thereby. (ii) In the case of an audit, administrative or judicial proceeding or other action (each a "Tax Proceeding") that relates to Pre-Closing Tax Periods, the Seller shall have the right, at its expense, to participate in order and control the conduct of such Tax Proceeding but only to receive the extent that such reimbursement by Tax Proceeding relates solely to a potential adjustment for which the Purchasers, such Person must agree Seller and/or the Parent has in writing acknowledged that it will indemnify Purchaser for the amount of such potential adjustment as determined pursuant to such Tax Proceeding that is allocable to the Seller and/or the Parent under Sections 4.6(d) and 4.6(g) (the "Seller/Parent Potential Liability"); provided, however, that the Purchaser also may participate, at its expense, in any such Tax Proceeding. If the Seller and/or the Parent does not assume the defense of any such Tax Proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, the settling of such Tax Proceeding, after giving five-days' prior written notice to the Seller setting forth the terms and conditions of settlement. If there is a proposed adjustment that relates to an issue for which the Seller and/or the Parent may be solely liable pursuant to Section 4.6(g)(i) but the Seller and the Purchaser have not finally determined the Seller's sole liability with respect thereto, the Purchaser agrees to consult with the Seller and in good faith allow the Seller to participate in such Tax Proceeding in connection therewith until (A) grant a final determination is made as to the Purchasers Seller's and/or the exclusive authority Parent's obligation to conductindemnify Purchaser for such proposed adjustment and/or (B) the Purchaser receives from the Seller and/or the Parent an acknowledgement in writing of the Seller/Parent Potential Liability, negotiatein which case the provisions of the second preceding sentence shall control. In the event that issues relating to a potential adjustment for which the Seller and/or the Parent have acknowledged its/their liability are required to be dealt with in the same Tax Proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, compromise and settle any audit, litigation or other proceeding the Purchaser shall have the right to control the Tax Proceeding but only with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person latter issues. (iii) With respect to issues relating to a potential adjustment for which the Seller and/or the Parent have acknowledged the Seller/Parent Potential Liability and for which the Purchaser, any DMS Shares Company or any DMS Subsidiary may also be liable under Section 4.6(g)(ii), (A) each party may participate in the Tax Proceeding, at its expense, and (B) fully cooperate with the Purchasers with respect Tax Proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 4.6(f) by the Purchaser and the Seller. (iv) Neither the Purchaser, the Seller, the Parent nor any Affiliate thereof shall enter into any compromise or agree to settle any claim pursuant to any auditTax Proceeding that would adversely affect the other party for any year without the written consent of the other party, litigation or other proceeding with respect which consent may not be unreasonably withheld. The Purchaser and the Seller agree to cooperate, and the Qualified Empire Zone Enterprise credits that were taken by such PersonPurchaser agrees to cause each DMS Shares Company and each DMS Subsidiary to cooperate, in the defense against and the compromise of any Tax Proceeding.

Controversies. (a) The Purchasers (i) Buyer and the Sellers Surviving Company agree to give written notice to the Securityholder Representative of the receipt of any written notice by Buyer or the Acquired Companies which involves the assertion of any claim for Taxes for which the Securityholder Representative would reasonably be expected to be responsible under this Agreement, and (ii) the Securityholder Representative and the Securityholders agree to give written notice to Buyer of the receipt of any written notice by the Securityholder Representative or such Securityholder which involves the assertion of any claim for Taxes for which Buyer or the Surviving Company could reasonably be expected to be responsible under this Agreement; provided, that, in the case of clauses (i) and (ii), the failure to give such notice shall cooperate fully, as and not affect the indemnification provided hereunder except to the extent reasonably requested by the other party, in connection with the preparation and filing Indemnifying Party has been prejudiced as a result of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderfailure. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior anything herein to the Closing Date (each such periodcontrary, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this including Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to 10.5: (i) Pre-Closing Periods the Securityholder Representative will control the contest or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt resolution of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable Proceeding with respect to a Pre-Closing Period Tax Period; provided, that were properly taken by the Securityholder Representative will obtain the prior written consent of Buyer (which consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such Personclaim; provided, which repayment is required as a result further, that Buyer will be entitled to participate fully in the defense of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result such claim and to employ counsel of the administrative and judicial proceedings described in Section 5.10(i)its choice for such purpose, the Purchasers fees and expenses of which separate counsel will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment be borne by Buyer; and (ii) Buyer will control the amount contest or resolution of cash actually received by CNYOG from the appropriate taxing authority as any Tax Proceeding with respect to a result of such decrease in ad valorem Taxes or property TaxesStraddle Period; provided, howeverthat Buyer will obtain the prior written consent of Securityholder Representative (which consent will not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim, provided, further, that Securityholder Representative will be entitled to fully participate in order the defense of such claim and to receive employ counsel of its choice for such reimbursement purpose, the fees and expenses of which separate counsel will be borne by Securityholder Representative (on behalf of the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such PersonSecurityholders).

Controversies. Notwithstanding Section 8.7(c), this Section 9.2 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. Buyer shall promptly notify the Seller Representative (a) The Purchasers and the Sellers shall cooperate fully, as and to the extent reasonably requested upon receipt by the other party, in connection with the preparation and filing Buyer or any Affiliate of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation Buyer of any material provided hereunder. notice of any Tax Matter from any Taxing Authority or (b) Notwithstanding Article XI, except with respect prior to Taxes relating to or arising out of ad valorem Taxes or property TaxesBuyer, the Sellers shall be solely responsible for defending Company or any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to Subsidiary initiating any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle Matter with any such audit, litigation or other proceedingTaxing Authority. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware andSeller Representative may, at the Sellers’ request at any time and from time expense, participate in and, upon written notice to timeBuyer, any powers of attorney or other authorizations necessary or appropriate to give effect to assume the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress defense of any such auditTax Matter; provided, litigation or other proceeding however, that the failure to provide such notice with respect to Taxes the first sentence of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense this Section 9.2 shall not affect Buyer’s right to participate in any such audit, litigation or other proceeding solely insofar as it relates indemnification under Section 8.3 except to the Companies; provided that extent the Sellers Sellers’ defense of such matter is demonstrably prejudiced by such failure. If the Seller Representative assumes such defense, then the Seller Representative shall not settle any such audithave the authority, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes any Tax Matter, to represent the interests of the Companies attributable to any Pre-Closing Period, Company and the Subsidiaries before the relevant Taxing Authority and the Seller Representative shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter, initiate any claim for refund or amend any Returnsubject to the limitations contained herein, including responding to inquiries, and contestcontesting, resolve defending against 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 own expense, separate from the counsel employed by the Seller Representative. The Seller Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects Buyer, the Company, the Subsidiaries or any Affiliate of the Companies. (e) Any foregoing for a Post-Closing Tax refund (Period without the prior written consent of Buyer, 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 than 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 relating to of the Company or arising out any Subsidiary. For the avoidance of ad valorem Taxes 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 property Taxes) that is received by the Companies (including any interest other proceeding or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received similar event with respect thereto) relating to (i) Pre-Closing Periods Taxes of or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to Company or any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such PersonSubsidiary.

Controversies. (a) The Purchasers As additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that in the Sellers shall cooperate fullyevent of any disagreement between the Partners’ Representatives and Purchasers, as or in the event any other person or entity claims an interest in the Escrow Deposit or any part thereof, and to the extent reasonably requested such disagreement or claim results in adverse claims and demands being made by the other party, them in connection with or for any part of the preparation Escrow Deposit, Escrow Agent shall have the right, in the case of any other person or entity claiming an interest in the Escrow Deposit or any part thereof, to refuse to comply with the instructions or demands of the Partners’ Representatives, Purchasers or any such other person or entity, for so long as such disagreement or adverse claim shall continue. In such event, Escrow Agent shall not make delivery or other disposition of the Escrow Deposit. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to the Partners’ Representatives, Purchasers, or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of the Partners’ Representatives and Purchasers or of any other persons or entities claiming an interest in the Escrow Deposit or any part thereof. Escrow Agent shall have the 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 tender into the registry or custody of any court having jurisdiction, all (but not less than all) of the Escrow Deposit and/or to interplead the conflicting claims of the Partners’ Representatives and Purchasers. Upon any such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that the filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes such legal proceedings shall not deprive Escrow Agent of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant its compensation hereunder earned prior to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation discharge of any material provided Escrow Agent of its duties hereunder. (b) Notwithstanding Article XISubject to Section 3.7, except with respect to Taxes relating to while any suit or legal proceeding arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to this Agreement or the Stub Period Income Tax ReturnsEscrow Deposit is pending, and whether the same is initiated by Escrow Agent or others, Escrow Agent shall havehave the right (or, subject to the provisions as provided in paragraph (a) of this Section 8.2(b)3.6, the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayedobligated to) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date stop all further performance of this Agreement (including any interest and instructions received hereunder until all differences shall have been resolved by agreement or penalties thereon) relating to or arising out until the rights of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) all parties shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required have been fully and finally adjudicated by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personcourt.

Controversies. Buyer shall notify Sellers’ Representative in writing within ten (a10) The Purchasers and days of the receipt by Buyer or the Company of written notice of any inquiries, audits, examinations, assessments, or proceedings from any Taxing Authority with respect to Taxes (i) of the Company or (ii) described in clause (x) of Section 2.4.2 for which the Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”); provided, however, that any failure by Buyer to deliver such notice within such time period shall cooperate fullynot affect in any way the Sellers’ obligation for indemnification, as except if and to the extent reasonably requested by the other partySellers are actually and materially prejudiced thereby. Buyer has the right to represent the interests of Buyer or the Company, in connection with as applicable, before the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding relevant Taxing Authority with respect to Taxes of any Tax Matter and has the Companies. Such cooperation shall include right to control the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any auditdefense, litigation compromise or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement resolution of any such auditTax Matter, litigationincluding responding to inquiries, or other proceeding of which they become aware andfiling Tax Returns and contesting, at the Sellers’ request at any time defending against and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 at his own expense, separate from counsel employed by Buyer. Buyer shall not enter into any settlement of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited compromise any such Tax Matter to the Companies against payments due by extent that it adversely affects the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property Tax liability of the Sellers and without the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense prior written consent of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person’ Representative, which repayment is required as a result of the decrease in ad valorem Taxes consent shall not be unreasonably withheld, conditioned or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding delayed. Buyer shall keep Sellers’ Representative informed with respect to the Qualified Empire Zone Enterprise credits that were 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 by in any such Person proceeding and (B) fully cooperate to be present at any meetings or proceedings with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personrelevant Taxing Authority.

Controversies. (a) The Purchasers and Purchaser will promptly notify the Sellers shall cooperate fully, as and to the extent reasonably requested Representative upon receipt by the other party, in connection with Purchaser or any Affiliate of the preparation and filing of Returns pursuant to Section 8.1 Purchaser (including the Surviving Corporation and any auditCompany Subsidiary after the Closing Date) of written notice of any inquiries, litigation claims, assessments, audits, proceedings or other proceeding similar events with respect to Taxes 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 Companies. Such cooperation shall include Stockholders and Optionholders, will have the retention authority to represent the interests of the Company and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except Company Subsidiaries with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax Matter for a taxable period ending on or prior to the Closing Date (each such periodbefore the IRS, a “Pre-Closing Period”) any other taxing authority, any other governmental agency or relating authority or any court or other Governmental Body and will have the right to control the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiatedefense, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement resolution of any such auditTax Matter, litigationincluding responding to inquiries, or other proceeding of which they become aware andfiling Tax Returns and contesting, at the Sellers’ request at any time defending against and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any any such Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property TaxesMatter; provided, however, that the Representative will not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects the Tax liability of the Purchaser, the Surviving Corporation or any of its Subsidiaries or any Affiliate of the foregoing for any period ending after the Closing Date without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, conditioned, or delayed. The Purchaser will be permitted, at the sole expense of the Purchaser, to participate in order to receive such reimbursement any Tax Matter controlled by the Purchasers, such Person must agree in writing to Representative. The Representative will: (Ai) grant to keep the Purchasers the exclusive authority to conduct, negotiate, compromise Purchaser fully and settle any audit, litigation or other proceeding timely informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such Tax Matter; (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 Purchaser to make comments to the Representative regarding the conduct of or positions taken by in any such Person proceeding; and (Bv) fully cooperate permit representatives of the Purchaser to attend and participate in any meetings or other conferences (including telephone conferences) with the Purchasers IRS or other taxing authority with respect to any auditsuch Tax Matter. (b) If the Representative does not elect to control a Tax Matter pursuant to clause (a) of this Section 11.09, litigation the Purchaser shall have the sole right, at its expense, to control any Tax Matter; provided, however, that neither the Purchaser nor any of its Affiliates will enter into any settlement of or other proceeding otherwise compromise any Tax Matter for which the Stockholders and the Optionholders may have Liability under this Agreement without the prior written consent of the Representative, which consent will not be unreasonably withheld, conditioned or delayed. The Representative will be permitted, at the sole expense of the Stockholders and Optionholders, to participate in any Tax Matter controlled by the Purchaser. The Purchaser will: (i) keep the Representative fully and timely informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such Tax Matter; (ii) promptly provide Representative with all information, notices and other communications received with respect to such Tax Matter (including without limitation any document requests, notices of 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 Representative; (iv) in good faith allow the Representative to make comments to the Purchaser regarding the conduct of or positions taken by in any such Personproceeding; and (v) permit representatives of the Representative to attend and participate in any meetings or other conferences (including telephone conferences) with the IRS or other taxing authority with respect to any such Tax Matter.

Controversies. (a) The Purchasers and Buyer shall notify the Sellers shall cooperate fully, as and to the extent reasonably requested Shareholder Representative upon receipt by the other partyBuyer or any Affiliate of the Buyer of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, Proceedings or similar events received from any audit, litigation or other proceeding Governmental Authority with respect to Taxes of the Companies. Such cooperation shall include Company or any Subsidiary for which the retention and (upon Representing Sellers would be required to indemnify the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property TaxesBuyer, the Sellers shall be solely responsible for defending any auditCompany, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers Subsidiary or any of their Affiliates pursuant to Article 11 other than a Straddle period Tax Matter (including any such inquiry, assessment, Proceeding or similar event, a "Tax Matter"). The Shareholder Representative may, at the Companies) for expense of the Sellers, participate in and, upon notice to the Buyer, assume the defense of any period on or after such Tax Matter. If the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property TaxesShareholder Representative assumes such defense, the Purchasers shall be solely responsible for defending any auditShareholder Representative will have the authority, litigation or other proceeding with respect to Taxes any Tax Matter, to represent the interests of the Companies attributable to any Pre-Closing Period, Company and the Subsidiaries before the relevant Governmental Authority and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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 at its own expense, separate from the counsel employed by the Shareholder Representative. The Shareholder Representative must 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 the CompaniesBuyer, the Company, any Subsidiary or any Affiliate of the foregoing for a Post-Closing Tax Period or Post-Closing Straddle period without the prior written consent of the Buyer, which will not be unreasonably withheld 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. (eb) Any Tax refund (other than The Buyer shall have the right to represent the interests of the Company and the Subsidiaries before the relevant Governmental Authority with respect to Taxes any inquiry, assessment, Proceeding or other similar event relating to or arising out of ad valorem Taxes or property Taxes) a taxable period that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority begins before but does not end on or after the Closing Date (a "Straddle Period Tax Matter") and shall have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any interest received assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If the Representing Sellers would be required to indemnify the Buyer, the Company, any Subsidiary or any of their Affiliates with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing such Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e).Period Tax Matter then: (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount Shareholder Representative has the right (but not the duty) to participate in the defense of such repayment Straddle Period Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Buyer, (ii) the amount Buyer must not enter into any settlement of cash actually received by CNYOG from the appropriate taxing authority as a result of or otherwise compromise any such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant Straddle Period Tax Matter to the Purchasers extent that it adversely affects the exclusive authority to conductTax liability of the Sellers without the prior written consent of the Shareholder Representative, negotiatewhich consent shall not be unreasonably withheld or delayed, compromise and settle any audit, litigation or other proceeding (iii) the Buyer must keep the Shareholder Representative informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow the Shareholder Representative to consult with it regarding the conduct of or positions taken by in any such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personproceeding.

Controversies. (a) The Purchasers and Following the Sellers shall cooperate fullyClosing, as and if a notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim with respect to the extent reasonably requested Company (a “Tax Matter”) shall be received by the Shareholder, Buyer, or the Company (a “Notified Party”) from the IRS or any other partytaxing authority, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes for which another party may reasonably be expected to be liable pursuant to this Agreement, the Notified Party shall notify such other party in writing within five (5) days of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision receipt of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation notice of any material provided hereundersuch Tax Matter. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property TaxesExcept as set forth in Section 4.9(c) below, the Sellers Shareholder shall be solely responsible for defending have the right to control, settle or compromise any audit, litigation or other proceeding with respect Tax Matter to Taxes of any Seller or the Companies attributable extent that the Tax Matter relates exclusively to any Tax period ending prior for which the Shareholder could be liable pursuant to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax ReturnsSection 4.2, and shall have, subject to the provisions employ counsel of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers their choice at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive if the settlement or compromise of such reimbursement by Tax Matter could have an adverse effect on Buyer or the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers Company with respect to any auditPost-Closing Straddle Period or any Tax period commencing after the Closing Date: (i) the Shareholder shall keep Buyer reasonably informed as to the status of the Tax Matter (including by providing copies of all notices received from the relevant taxing authority) and Buyer shall have the right to review and comment on any correspondence from the Shareholder to the taxing authority prior to submission of such correspondence to the taxing authority and otherwise to participate (at Buyer’s own expense) in the conduct of such Tax Matter, litigation and (ii) the Shareholder shall not settle or other proceeding compromise such Tax Matter or forego any appeal with respect thereto without Buyer’s prior written consent, which consent shall not be unreasonably withheld. If the Shareholder does not assume the defense of any such Tax Matter, Buyer may defend the Tax Matter in such manner as it may deem appropriate; provided, however, that the Shareholder may participate in such Tax Matter (at the Shareholder’s expense) and Buyer may not settle or compromise such Tax Matter or forego any appeal with respect thereto without the Shareholder’s prior written consent, which consent shall not be unreasonably withheld. (c) The Shareholder and Buyer jointly shall control any Tax Matter relating to Taxes for any period for which both the Shareholder, on the one hand, and Buyer or the Company, on the other hand, could be liable under this Agreement or otherwise and neither Party shall settle or compromise any such Tax Matter without the other party’s prior written consent, which consent shall not be unreasonably withheld. All costs, fees and expenses paid to third parties in the course of such proceeding shall be borne by the Shareholder and Buyer in the same ratio as the ratio in which, pursuant to the Qualified Empire Zone Enterprise credits that were taken by terms of this Agreement, the Shareholder, on the one hand, and Buyer, on the other hand, would share the responsibility for payment of the Taxes which are the subject of such PersonTax Matter.

Controversies. Each Party agrees to give written notice to the other Party within twenty (20) days of the receipt of any written notice by the first Party which involves the assertion of any Tax Matter and Purchaser will give written notice to the Sellers within twenty (20) days of the receipt of any written notice by Purchaser or the Acquired Companies which involves any matter affecting the Tax liabilities of the Sellers; provided, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been prejudiced as a result of such failure. Such notice shall specify in reasonable detail the basis for such Tax Matter and shall include a copy of the relevant portion of any correspondence received from a Taxing Authority. Notwithstanding anything herein to the contrary, including Section 9.3, (a) The Purchasers and the Sellers shall cooperate fullycontrol the contest or resolution of any Tax Matter; provided, as that the Sellers shall obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed, or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such action could reasonably be expected to adversely impact the liability of Purchaser or the Acquired Companies for Taxes for any Post-Closing Tax Period; provided, further, that Purchaser shall be entitled to participate fully in the defense of such claim and to employ counsel of its choice for such purpose, the extent reasonably requested fees and expenses of which separate counsel will be borne by Purchaser, and (b) with respect to any Tax Matter for which the Sellers may not be solely liable under this Agreement, the Sellers and Purchaser shall jointly control such claim and neither the Sellers nor Purchaser shall enter into any settlement or cease to defend such Tax Matter without the prior written consent of the other partyParty, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything in connection with this Section 7.2, the preparation and filing of Returns pursuant Sellers shall have the exclusive right to Section 8.1 and control any audit, litigation or other proceeding with respect to Income Taxes and Income Tax Returns of the Companies. Such cooperation Acquired Companies for Pre-Closing Tax Periods (other than Straddle Periods) and, for the purposes of clarity, the provisions above entitling Purchaser to the right of consent before entering into any settlement of a claim or ceasing to defend such claim and the right to participate fully in the defense of such claim shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and not apply to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except claim with respect to Taxes relating to or arising out of ad valorem Income Taxes or property Taxes, Income Tax Returns of the Sellers shall be solely responsible Acquired Companies for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund Periods (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate sharePeriod). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order if any proposed settlement or cessation of defense of such proceeding would reasonably be expected to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant affect or be relevant to the Purchasers Taxes of Purchaser, the exclusive authority to conductSellers shall first consult with Purchaser and, negotiateat the request of Purchaser, compromise and settle provide Purchaser, on a timely basis, any audit, litigation or other information from such proceeding with respect that could be relevant to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with determination of the Purchasers with respect to Taxes of Purchaser or the Taxes of the Acquired Companies for any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such PersonPost-Closing Tax Period.

Controversies. (a) The Purchasers Buyer shall promptly notify the Stockholders’ Representatives upon receipt by Buyer or any affiliate of Buyer (including the Company and its Subsidiaries after the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing Closing Date) of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax a taxable period ending on or prior to the Closing Date (each any such periodinquiry, claim, assessment, audit or similar event, a “Pre-Closing PeriodTax Matter”) or relating ). The Stockholders’ Representatives, at their sole expense (except, for the avoidance of doubt, to the Stub Period Income Tax Returns, and shall have, subject extent the Stockholders’ Representatives may be reimbursed by the Preferred Stockholders pursuant to the provisions of this Section 8.2(bseparate agreement), shall have the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give represent the Sellers prompt notice interests of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time Company and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding its Subsidiaries with respect to Taxes of any Tax Matter before the CompaniesIRS, any other taxing authority, any other governmental agency or authority or any court and shallshall have the sole right to control the defense, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation compromise or other proceeding solely insofar as it relates resolution of any Tax Matter, including responding to the Companies; provided that the Sellers shall not settle inquiries, filing Tax Returns and contesting, defending against and resolving any such audit, litigation assessment for additional Taxes or notice of Tax deficiency or other proceeding insofar as it relates to the Companies without the Purchasersadjustment of Taxes of, or relating to, a Tax Matter; provided, however, that neither any Stockholders’ consent (not to be unreasonably withheld, conditioned Representative nor any affiliates thereof shall enter into any settlement of or delayed) if such settlement would increase otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liabilities liability of Buyer, the Purchasers Company or any of their Affiliates (including its Subsidiaries or any affiliate of the Companies) foregoing for any period on or ending after the Closing Date. (c) With respect to Taxes relating to , including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or arising out of ad valorem Taxes or property Taxes, delayed. The Stockholders’ Representatives shall keep the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding Buyer fully and timely informed with respect to Taxes the commencement, status and nature of any Tax Matter. The Stockholders’ Representatives shall, in good faith, allow Buyer to make comments to the Companies attributable to any Pre-Closing Period, and shall have Stockholders’ Representatives regarding the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle conduct of or positions taken in any such audit, litigation or other proceeding. (db) Except as otherwise provided in Sections 8.2(aSection 9.6(a) or 8.2(b) and subject to Section 8.3above, following the Closing Date the Purchasers Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers Company and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible its Subsidiaries for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxesall taxable periods; provided, however, that in order to receive such reimbursement by Buyer shall not, and shall cause its affiliates (including the PurchasersCompany and its Subsidiaries) not to, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, enter into any settlement of any contest or otherwise compromise and settle any audit, litigation or other proceeding issue with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with portion of the Purchasers with respect to any audit, litigation Overlap Period ending on or other proceeding with respect prior to the Qualified Empire Zone Enterprise credits that were taken by such PersonClosing Date without the prior written consent of the Stockholders’ Representatives, which consent shall not be unreasonably withheld or delayed.

Controversies. (a) The Purchasers Purchaser shall promptly notify Casella upon receipt by Purchaser or any Affiliate of Purchaser (including the Companies and their Subsidiaries, after the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing Closing Date) of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax a taxable period ending on or prior to the Closing Date for which Sellers may be liable under this Agreement (each any such periodinquiry, claim, assessment, audit or similar event, a “Pre-Closing PeriodTax Matter”) ). Casella, or relating to its Representative, at Xxxxxxx’x sole expense, shall have the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conductrepresent the interests of Casella and its Affiliates and the Companies and their Subsidiaries, negotiateas applicable, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to any Tax Matter before the IRS, any other Tax authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any Tax Matter, 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, a Tax Matter; provided, that none of Casella or any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, the Companies or their Subsidiaries or any Affiliate of the Companiesforegoing for any period ending after the Closing Date, and shallincluding the portion of the Overlap Period that is after the Closing Date, if without the Purchasers so request in writingprior written consent of Purchaser, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers which consent shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if . Casella or its Representative shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Casella shall, in good faith, allow Purchaser to make comments to Casella or its Representative, regarding the conduct of or positions taken in any such settlement would increase the Tax liabilities of the Purchasers proceeding. Purchaser shall provide or cause another entity to provide to Sellers and/or any of their Affiliates (including and/or their representatives powers of attorney as may reasonably be requested by Sellers in order to exercise their rights under this Section 8.3; provided, however, that such powers shall permit the Companies) designee to act only with respect to the specific Tax Matters at issue for any period on or after the Closing Datewhich Sellers may be liable under this Agreement. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (db) Except as otherwise provided in Sections 8.2(a) Section 8.3(a), or 8.2(b) and subject if Casella does not elect to control a Tax Matter pursuant to Section 8.38.3(a), following the Closing Date the Purchasers Purchaser shall have the sole right to control any audit or examination by any taxing Tax authority, initiate any claim for refund or refund, 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, of or relating to, the income, assets or operations of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible their Subsidiaries for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxesall taxable periods; provided, however, that in order Purchaser shall not, and shall cause the Companies and their Subsidiaries not to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, enter into any settlement of any contest or otherwise compromise and settle any audit, litigation or other proceeding issue with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with portion of the Purchasers with respect to any audit, litigation Overlap Period ending on or other proceeding with respect prior to the Qualified Empire Zone Enterprise credits Closing Date that were taken by such Personcould increase the Tax liability of Sellers without the prior written consent of Casella, which consent shall not be unreasonably withheld, conditioned or delayed.

Controversies. Buyer shall cause the Company to notify Seller in writing within fifteen (a15) The Purchasers and Business Days of the Sellers shall cooperate fully, as and to the extent reasonably requested receipt by the other partyCompany of any notice of any adverse inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the Companies. Such cooperation Company for which Seller may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such adverse inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that the failure to give such notice to Seller shall include the retention and (upon the other party’s request) the provision not relieve Seller of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation indemnification or other proceeding relating thereto obligation under Article 9 or this Article 10 except to the extent that Seller is actually and making employees reasonably available on a mutually convenient basis materially prejudiced thereby. Seller may, at its own expense, participate in and, upon notice to provide additional information and explanation Buyer, assume the defense of any material provided hereunder.such Tax Matter; if (bi) Notwithstanding Article XI, except Seller shall have conclusively established in writing its obligation to indemnify the Company with respect to Taxes relating to or arising out such Tax Matter and all Losses related thereto, and (ii) if Seller at all times conducts the defense of ad valorem Taxes or property Taxesthe Tax Matter in good faith and in a reasonably diligent manner. If Seller assumes such defense, Seller shall have the Sellers shall be solely responsible for defending any auditauthority, litigation or other proceeding with respect to Taxes any Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and have the right to control the defense, compromise or other resolution of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 incomesuch Tax Matter. In any event, assets or operations of the Companies. (e) Any Tax refund (other than with respect to Taxes relating any Tax Matter the defense of which Seller controls, 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 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 out of ad valorem Taxes or property Taxes) that is received by from such Tax Matter, not allow the Companies (including any interest or penalties thereon) in cash from a taxing authority Company to settle or otherwise credited 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 Companies against payments due 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 Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to defense of such Tax Matter, Buyer shall (i) Preprovide Seller 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 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-Closing Periods scheduled calls, or Pre-Closing calls initiated by Buyer, with any Taxing Authority with respect to such Tax Matter, and (iv) 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 Seller (such consent not to be unreasonably delayed or withheld to the extent such settlement does not materially and adversely affect Seller); provided that the prior written approval of 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 Seller (which 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 PeriodsPeriod, or (iiB) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease position which Seller desires to assert in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i)such Tax Matter, the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement payable by the Purchasers, such Person must agree in writing to (A) grant to Company or Buyer for any period ending after the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such PersonClosing Date may increase.

Controversies. (a) The Purchasers and the Sellers shall cooperate fullyIf any Taxing Authority issues to any Acquired Company or any of its Affiliates any written notice of any inquiries, as and to the extent reasonably requested by the other partyassessments, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation proceedings or other proceeding similar events with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or Tax Obligations for which the Companies attributable to any Tax period ending prior Seller may be liable pursuant to the Closing Date terms of this Agreement (each any such periodinquiry, assessment, proceeding, litigation, audit or similar event, a “Pre-Closing PeriodTax Matter”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Buyer will notify Sellers’ request at any time and from time to time, any powers Representative within ten (10) days of attorney or other authorizations necessary or appropriate to give effect to the foregoingreceipt of such notice. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, and Buyer shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 such Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall causeMatter, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxesits own expense; provided, however, that Sellers’ Representative may, at Sellers’ Representative’s own expense, participate in order and, upon written notice to receive such reimbursement by Buyer, assume the Purchasers, such Person must agree in writing to (A) grant defense of any Tax Matter to the Purchasers extent such Tax Matter relates solely to a Tax period ending on or prior to Closing Date. Sellers’ Representative will not enter into any settlement of, or otherwise compromise, any Tax Matter for which Sellers’ Representative assumes the exclusive authority defense to conductthe extent that such settlement or compromise is reasonably expected to adversely affect the Tax liability of Buyer, negotiatethe Acquired Companies or any Affiliate of the foregoing for a Post-Closing Tax Period without the prior written consent of Buyer, compromise and settle any auditwhich consent shall not be unreasonably withheld, litigation conditioned, or other proceeding delayed. Sellers’ Representative will keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits commencement, status, and nature of any Tax Matter that were Sellers’ Representative is controlling, and will, in good faith, allow Buyer to consult with Sellers’ Representative regarding the conduct of or positions taken by in any such Person Tax Matter. If Sellers’ Representative does not (or cannot, under the terms of this Agreement) assume the defense of a Tax Matter, Buyer will keep Sellers’ Representative informed of the progress of that Tax Matter from time to time and (B) fully cooperate will consult with the Purchasers Sellers’ Representative with respect to that Tax Matter. Neither Buyer nor any auditof the Acquired Companies will have the right to settle (or to consent to the settlement or compromise of) that Tax Matter without the prior written consent of Sellers’ Representative, litigation which consent shall not be unreasonably withheld, conditioned, or other proceeding 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 the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. (a) The Purchasers and the Sellers shall cooperate fully, as and Notwithstanding anything that may be to the extent reasonably requested by the other partycontrary herein, in connection with the preparation and filing of Returns pursuant to this Section 8.1 and 10.4 shall control any auditinquiries, litigation assessments, proceedings or other proceeding similar events with respect to Taxes of the CompaniesVIE. Such cooperation Buyer shall include the retention and (promptly notify Seller upon the other party’s request) the provision receipt by Buyer or any Affiliate of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation Buyer of any material provided hereunder. (b) Notwithstanding Article XIaudits, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxesexaminations, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes notice of any Seller inquiries, assessments, proceedings or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigationsimilar events received from, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to timeon behalf of, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesVIE for which Seller may be required to reimburse any Buyer Indemnitee pursuant to this Agreement (a “Tax Matter”); provided, and shallhowever, if that the Purchasers so request in writing, permit the Purchasers at their expense failure to participate in any provide such audit, litigation or other proceeding solely insofar as it relates notice will not affect Buyer’s right to indemnification under this Agreement except to the Companies; provided extent that Seller’s defense of such Tax Matter is prejudiced by such failure. Seller may, upon notice to Buyer within 30 days of receipt of Buyer’s original notice, assume the Sellers defense of such Tax Matter. If Seller assumes such defense: (i) Seller shall not settle any such audithave the authority, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes such Tax Matter, to represent the interests of the Companies attributable to any Pre-Closing Period, VIE before the relevant Taxing Authority and Seller shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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 Companies. (e) Any such Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or Matter; (ii) Taxes paid prior Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by Seller; (iii) Seller shall not enter into any settlement of or otherwise compromise such Tax Matter to the Closing Dateextent that it materially adversely affects the Tax liability of Buyer, the VIE or any Affiliate of the foregoing without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Seller, if it has assumed the defense, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were 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 by in any such Person and 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) fully cooperate with Seller shall have the Purchasers with respect right (but not the duty) to any auditparticipate in the defense of such Tax Matter and to employ counsel, litigation or other proceeding solely at its own expense, separate from counsel employed by Buyer, and (C) Buyer shall keep Seller informed with respect to the Qualified Empire Zone Enterprise credits that were 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 by in such PersonTax Matter.

Controversies. Buyer shall cause the Company to notify Sellers’ Representative in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fullyreceipt by Buyer or the Company of any notice of any inquiries, as and to the extent reasonably requested by the other partyassessments, in connection with the preparation and filing of Returns pursuant to Section 8.1 and Proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesCompany for a Pre-Closing Tax Period which Sellers or Holdco may be responsible for payment, directly or indirectly (any such inquiry, assessment, Proceeding, litigation, audit or similar event, a “Tax Matter”). Such cooperation shall include Sellers’ Representative may, at his own expense, participate in and, upon written notice to Bxxxx, assume the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation defense of any material provided hereunder. (b) Notwithstanding Article XIsuch Tax Matter. If Sellers’ Representative assumes such defense, except Sellers’ Representative shall have the authority, with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be a Tax Matter related solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax taxable period ending prior to on or before the Closing Date (each such period, a “Pre-Closing PeriodSeller Tax Contest”) ), to represent the interests of the Company before the relevant Taxing Authority and have the right to control the defense, compromise or relating to the Stub Period Income other resolution of such Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Seller Tax Matter. Buyer shall have the incomeright (but not the duty) to participate in the defense of such Seller Tax Matter that Sellers’ Representative is defending and to employ counsel, assets at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of, or operations otherwise compromise, any such Seller Tax Matter to the extent the resolution of such Seller Tax Matter could reasonably be expected to adversely affect the Tax liability of Buyer, the Company or any Affiliate of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from foregoing for a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) PrePost-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid Tax Period without the prior to the Closing Date, written consent of Buyer. Sellers’ Representative shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status, and nature of any such Seller Tax Matter, and will, in good faith, allow Buyer to consult with him regarding the conduct of or positions taken by in any such Person Proceeding. With respect to all other Tax Matters or if Sellers’ Representative does not assume the defense of a Seller Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers 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 his 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 if such settlement or compromise would cause Sellers or Holdco to be liable for actual payment of any audit, litigation or other proceeding part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ or Holdco’s liability for Taxes under this Article 9. In the Qualified Empire Zone Enterprise credits that were taken by such Person.event of any conflict between this Section 9.3 and Section 10.4, this Section 9.3 shall control

Controversies. Buyer shall cause the Acquired Companies to notify Seller in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fully, as and to the extent reasonably requested receipt by the other partyAcquired Companies of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesAcquired Companies for which Seller may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”). Such cooperation shall include Seller may, at its own expense, participate in and, upon notice to Buyer, assume the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation defense of any material provided hereunder. (b) Notwithstanding Article XIsuch Tax Matter. If Seller assumes such defense, except Seller shall have the authority, with respect to Taxes relating any Tax Matter, to or arising out represent the interests of ad valorem Taxes or property Taxesthe Acquired Companies before the relevant Taxing Authority and have the right to control the defense, the Sellers shall be solely responsible for defending any audit, litigation compromise or other proceeding with respect to Taxes resolution of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 and to employ counsel, assets at its own expense, separate from the counsel employed by Seller. Seller 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 Acquired Companies or any Affiliate of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from foregoing for a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) PrePost-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid Tax Period without the prior to the Closing Date, written consent of Buyer. Seller shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, 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 by in any such Person proceeding. If Seller does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Seller with respect to any auditsuch Tax Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, litigation at its own expense, separate from counsel employed by the Acquired Companies. The Acquired Companies shall not have the right to settle (or other proceeding to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller 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 the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. Buyer shall cause the Company to notify Seller in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fully, as and to the extent reasonably requested receipt by the other partyCompany of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesCompany for which Seller may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”). Such cooperation shall include Seller may, at its own expense, participate in and, upon notice to Buyer, assume the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation defense of any material provided hereunder. (b) Notwithstanding Article XIsuch Tax Matter. If Seller assumes such defense, except Seller shall have the authority, with respect to Taxes relating any Tax Matter, to or arising out represent the interests of ad valorem Taxes or property Taxesthe Company before the relevant Taxing Authority and have the right to control the defense, the Sellers shall be solely responsible for defending any audit, litigation compromise or other proceeding with respect to Taxes resolution of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 and to employ counsel, assets at its own expense, separate from the counsel employed by Seller. Seller 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 Affiliate of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from foregoing for a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) PrePost-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid Tax Period without the prior to the Closing Date, written consent of Buyer. Seller shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, 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 by in any such Person proceeding. If Seller does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Seller with respect to any auditsuch Tax Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, litigation at its own expense, separate from counsel employed by the Company. The Company shall not have the right to settle (or other proceeding to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller 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 the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. (ai) The Purchasers and the Sellers Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, notify Seller in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes writing within 30 days of the Companies. Such cooperation shall include receipt by Purchaser or any Affiliate of Purchaser (including Company or any Subsidiary after the retention and (upon the other party’s requestClosing Date) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Period for which Seller may be liable under Section 5.7(c)(i) (any such inquiry, claim, assessment, audit or arising out of ad valorem Taxes similar event, a Tax Matter). For Tax Matters relating solely to a taxable period that ends on or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to before the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this for which Seller acknowledges in writing its liability under Section 8.2(b5.7(c)(i), Seller, at its own expense, shall have the exclusive authority to conduct, negotiate, compromise and settle represent the interests of Company or any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding Subsidiary with respect to Taxes any such Tax Matter before the IRS or any other Tax authority or Government Entity or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the CompaniesTax liability of Purchaser, Company or any Subsidiary for any Post-Closing Period, including any Straddle Period, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Seller shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller shall, if in good faith, allow Purchaser or Purchaser's counsel to consult with it regarding the Purchasers so request in writing, permit the Purchasers at their expense to participate conduct of or positions taken in any such auditproceeding. For Tax Matters relating to Straddle Periods, litigation each of Seller and Purchaser may participate, at its own expense, in representing the interests of Company or other proceeding solely insofar as it relates to the Companiesany Subsidiary; provided that the Sellers representation shall be controlled by Purchaser; provided, further, that Purchaser shall not settle enter into any settlement of, or otherwise compromise, any such auditTax Matter that adversely affects or may adversely affect the Tax liability of Seller, litigation Company or other proceeding insofar as it relates to the Companies any Subsidiary for any Pre- Closing Period, including any Straddle Period, without the Purchasers’ prior written consent (of Seller, which consent shall not to be unreasonably withheld, conditioned or delayed. (ii) if such settlement would increase the For Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any Matters relating solely to a taxable period on or that begins after the Closing Date. (c) With respect , Purchaser, Company or any Subsidiary, as the case may be, at its own expense, shall have the exclusive authority to Taxes relating to represent the interests of Company or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding Subsidiary with respect to Taxes any such Tax Matter before the IRS or any other Tax authority or Government Entity or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Purchaser, Company or any Subsidiary, as the Companies attributable to case may be shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax liability of Seller, Company or any Subsidiary for any Pre-Closing Period, including any Straddle Period, without the prior written consent of Seller, which consent shall not be unreasonably withheld. Only if and when a Tax Matter becomes reasonably expected to adversely affect the Tax Liability of Seller, Company or any Subsidiary for any Pre- Closing Period, Purchaser, Company or any Subsidiary, as the case may be, (A) shall have keep Seller fully and timely informed with respect to the exclusive authority, at their sole cost status and expense, to conduct, negotiate, compromise and settle nature of any such audit, litigation Tax Matter and (B) reasonably consider comments from Seller or other Seller's counsel regarding the conduct of or positions taken in any such proceeding. (diii) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject In the event that Purchaser fails to Section 8.3, following the Closing Date the Purchasers 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 Companies. (e) Any Tax refund (other than notify Seller with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) a Tax Matter in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received accordance with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be takenSection 5.7(d)(i), the Purchasers Seller shall cause, at the sole cost and expense not be relieved of the Sellers, the Companies its obligation to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled indemnify Purchaser under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect Tax Matter except to the Qualified Empire Zone Enterprise credits extent that were taken by such Personfailure to notify Seller prejudices Seller's ability to adequately defend against such Tax Matter.

Controversies. (a) The Purchasers and Parent shall promptly notify the Sellers shall cooperate fullySellers’ Representative upon receipt by Parent or any Affiliate of Parent (including Merger Subs and, as and to after the extent reasonably requested by Closing, the other partySurviving GP, in connection with the preparation and filing Surviving Partnership or the Partnership Subsidiaries) of Returns pursuant to Section 8.1 and written notice of any audit, litigation or other proceeding Tax Matter with respect to Taxes for which GP Parent, any Seller or the Sellers’ Representative may be liable. The Sellers’ Representative, at its sole expense, shall have the authority to represent the interests of the Companies. Such cooperation shall include Surviving GP, the retention Surviving Partnership and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and Partnership Subsidiaries with respect to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except Tax Matter with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxesfor which GP Parent, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable Sellers’ Representative may be liable before any taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of such Tax Matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax period ending prior to deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, that neither the Closing Date (each Sellers’ Representative nor any of its Affiliates shall enter into any settlement of or otherwise compromise any such periodTax Matter that adversely affects or may adversely affect the Tax liability of Parent, a “Prethe Surviving GP, the Surviving Partnership or the Partnership Subsidiaries or any Affiliate of the foregoing for any Post-Closing Period”) or relating to , without the Stub Period Income Tax Returnsprior written consent of Parent, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers consent shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With . The Sellers’ Representative shall keep Parent reasonably informed with respect to Taxes relating to or arising out the commencement, status and nature of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding 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 the Companies attributable to any Pre-Closing Period, and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle or positions taken in any such audit, litigation or other proceeding. (db) Except as otherwise provided in Sections Section 8.2(a) ), or 8.2(b) and subject if the Sellers’ Representative does not elect to control a proceeding pursuant to Section 8.38.2(a), following the Closing Date the Purchasers Parent shall have the sole right to control any audit or examination by any taxing Tax 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, of or relating to, the income, assets or operations of GP, the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers Partnership and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible Partnership Subsidiaries for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxesall taxable periods; provided, however, that in order to receive such reimbursement by neither Parent nor Merger Subs shall, and shall cause the PurchasersSurviving GP, such Person must agree in writing to (A) grant to the Purchasers Surviving Partnership and the exclusive authority to conductPartnership Subsidiaries not to, negotiate, enter into any settlement of any contest or otherwise compromise and settle any audit, litigation or other proceeding issue with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with portion of the Purchasers with respect to any audit, litigation Overlap Period ending on or other proceeding with respect prior to the Qualified Empire Zone Enterprise credits Closing Date that were taken by such Personcould materially increase the Tax liability of GP Parent, any Seller or the Sellers’ Representative without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Controversies. (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 Equityholder Representative of such Partnership Tax Proceeding. Such notice shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such Partnership Tax Proceeding. The Purchasers Equityholder Representative shall control, at the cost of the Members, each Partnership Tax Proceeding; provided that Buyer shall have the right, at its sole cost and expense, to participate in such Partnership Tax Proceeding (which right shall include the Sellers shall cooperate fully, as and right to receive copies of all material documents furnished to or received by Equityholder Representative or the extent reasonably requested by Company’s partnership representative (or the other party, designated individual) or similar representative in connection with the preparation and filing of Returns pursuant Partnership Tax Proceeding, the right to Section 8.1 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 auditTaxing Authority, litigation or other proceeding with respect the right to Taxes be consulted about significant decisions made on behalf of the Companies. Such cooperation shall include Company regarding the retention conduct of the Partnership Tax Proceeding to the extent such decisions is reasonably likely to impact Buyer or any of its Affiliates (including any Company Entity), and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis right to provide additional information and explanation input to Equityholder Representative regarding all such significant decisions). To the extent that any such Partnership Tax Proceeding is reasonably likely to adversely impact Buyer or any of its Affiliates (including any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(bCompany Entity), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers Equityholder Representative shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies Partnership Tax Proceeding without the Purchasers’ prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date). (cb) With respect to Taxes Following the Closing, Buyer shall control all other audits, assessments, examinations, claims or other Tax controversies or proceedings relating to or arising out of ad valorem Taxes or property Taxesany Company Entity that is not a Partnership Tax Proceeding; provided that, to the Purchasers shall be solely responsible for defending any extent such audit, litigation assessment, examination, claim or other Tax controversy or proceeding could give rise to an indemnification payment pursuant to Section 7.6 (a “Specified Tax Proceeding”), Buyer shall (i) promptly notify the Equityholder Representative of such Specified Tax Proceeding (provided that Buyer’s failure to give such notice shall not affect the Members’ indemnification obligations under this Agreement except to the extent that the Members are materially adversely prejudiced as a result of such failure) and (ii) provide the Equityholder Representative with respect to Taxes of the Companies attributable to any Pre-Closing Period, and shall have the exclusive authorityright, at their the Equityholder Representative’s sole cost and expense, to conduct, negotiate, compromise and settle any participate in such audit, litigation or other proceeding. Specified Tax Proceeding (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following which right shall include the Closing Date the Purchasers shall have the sole right to control receive copies of all material documents furnished to or received by Buyer or 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 its Affiliates in connection with the Specified Tax deficiency or other adjustment of Taxes of, or relating toProceeding, the incomeright to be involved in oral communications, assets where practical, between the Buyer or operations its Affiliates and any Taxing Authority, the right to be consulted about significant decisions made regarding the conduct of the Companies. (e) Any Specified Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited Proceeding to the Companies against payments due by extent such decisions is reasonably likely to impact the Companies Members and the right to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior provide input to the Closing DateBuyer regarding all such significant decisions or proposed settlements, shall be except, in each case, where the property proposed settlement of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(eSpecified Tax Proceeding does not exceed $75,000). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person and (B) fully cooperate with the Purchasers with respect to any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person.

Controversies. (a) The Purchasers and the Sellers Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, notify Equityholders’ Representative in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes writing within ten (10) days of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers receipt by Purchaser or any of their Affiliates (including the Companies) for Companies of written notice of any period on inquiries, audits, examinations, assessments, or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending proceedings from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the Companies attributable for which the Equityholders would be required to indemnify any Pre-Indemnified Party pursuant to this Agreement (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). 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, with respect to such Tax Matter, to represent the interests of the relevant Company before the relevant Taxing Authority and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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. Purchaser has the incomeright (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, assets at its own expense, separate from the counsel employed by Equityholders’ Representative. Equityholders’ Representative shall not enter into any settlement of or operations 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 Companies. (e) Any Companies or any Affiliate of any of the foregoing for any Post-Closing Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (Period, including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to Straddle Period, without the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property written consent of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such PersonPurchaser, which repayment is required as a result of the decrease in ad valorem Taxes consent shall not be unreasonably withheld, conditioned or property Taxes owed by CNYOG as a result of the administrative delayed. Equityholders’ Representative shall keep Purchaser fully and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding timely informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such Tax Matter, and will, in good faith, allow Purchaser or Purchaser’s counsel to consult with him regarding the conduct of or positions taken by in any such Person proceeding and (B) fully cooperate to be present at any meetings or proceedings with the Purchasers relevant Taxing Authority. (b) Purchaser has the right to represent the interests of the Companies before the relevant Taxing Authority with respect to any inquiry, audit, litigation examination, assessment, proceeding or other proceeding similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If the Equityholders would be required to indemnify any Indemnified Party pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (A) Equityholders’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Purchaser, (B) Purchaser shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Equityholders without the prior written consent of Equityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (C) Purchaser shall keep Equityholders’ Representative informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Equityholders’ Representative or his counsel to consult with it regarding the conduct of or positions taken by in any such Personproceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (c) The provisions of this Section 10.7, to the extent they conflict with any provision in Section 11, supersede the provisions of Section 11. To the extent the provisions of this Section 10.7 do not conflict with the provisions of Section 11, the provisions of this Section 10.7 shall be read in concert with, and shall supplement, the provisions of Section 11.

Controversies. Buyer shall cause the Company to notify Seller in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fully, as and to the extent reasonably requested receipt by the other partyCompany of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the Companies. Such cooperation shall include the retention and Company for which Seller may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (upon the other party’s request) the provision of records and information that are reasonably relevant to any such preparation and filing and to any auditinquiry, litigation assessment, proceeding, litigation, audit or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such periodsimilar event, a “Pre-Closing PeriodTax Matter”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware andSeller may, at the Sellers’ request at any time and from time to timeits own expense, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such auditTax Matter and, litigation or other proceeding upon notice to Buyer, assume the defense of any Tax Matter that relates solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Tax Period. If Seller assumes such defense, and Seller shall have the exclusive authority, at their sole cost and expensewith respect to any Tax Matter, to conduct, negotiate, compromise represent the interests of the Company before the relevant Taxing Authority and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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 and to employ counsel, assets or operations of at its own expense, separate from the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received counsel employed by the Companies (including Seller. Seller shall not enter into any interest or penalties thereon) in cash from a taxing authority settlement of, or otherwise credited to compromise any such Tax Matter without the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property written consent of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I Buyer (which consent shall not be solely responsible for paying to Stagecoach Energy its proportionate shareunreasonably conditioned, withheld or delayed). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers Seller shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, 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 by in any such Person proceeding. If Seller does not assume the defense of such Tax Matter, Buyer shall keep Seller informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Seller with respect to any auditsuch Tax Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, litigation at its own expense, separate from counsel employed by the Company. The Company shall not have the right to settle (or other proceeding to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller (which consent shall not be unreasonably conditioned, withheld 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 the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. (a) The Purchasers and the Sellers Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, notify Equityholders’ Representative in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes writing within ten (10) days of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers receipt by Purchaser or any of their Affiliates (including the Companies) for Companies of written notice of any period on inquiries, audits, examinations, assessments, or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending proceedings from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the Companies attributable for which the Equityholders would be required to indemnify any Pre-Indemnified Party pursuant to this Agreement (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). 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, with respect to such Tax Matter, to represent the interests of the relevant Company before the relevant Taxing Authority and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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. Purchaser has the incomeright (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, assets at its own expense, separate from the counsel employed by Equityholders’ Representative. Equityholders’ Representative shall not enter into any settlement of or operations 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 Companies. (e) Any Companies or any Affiliate of any of the foregoing for any Post-Closing Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (Period, including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to Straddle Period, without the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property written consent of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such PersonPurchaser, which repayment is required as a result of the decrease in ad valorem Taxes consent shall not be unreasonably withheld, conditioned or property Taxes owed by CNYOG as a result of the administrative delayed. Equityholders’ Representative shall keep Purchaser fully and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding timely informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such Tax Matter, and will, in good faith, allow Purchaser or Purchaser’s counsel to consult with him regarding the conduct of or positions taken by in any such Person proceeding and (B) fully cooperate to be present at any meetings or proceedings with the Purchasers relevant Taxing Authority. (b) Purchaser has the right to represent the interests of the Companies before the relevant Taxing Authority with respect to any inquiry, audit, litigation examination, assessment, proceeding or other proceeding similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If the Equityholders would be required to indemnify any Indemnified Party pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (A) Equityholders’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Purchaser, (B) Purchaser shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Equityholders without the prior written consent of Equityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (C) Purchaser shall keep Equityholders’ Representative informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Equityholders’ Representative or his counsel to consult with it regarding the conduct of or positions taken by in any such Personproceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (c) The provisions of this Section 10.7, to the extent they conflict with any provision in Section 11, supersede the provisions of Section 11. To the extent the provisions of this Section 10.7 do not conflict with the provisions of Section 11, the provisions of this Section 10.7 shall be read in concert with, and shall supplement, the provisions of Section 11. SECTION 11

Controversies. Buyer shall cause the Company to notify Seller in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fully, as and to the extent reasonably requested receipt by the other partyCompany of any notice of any inquiries, in connection with the preparation and filing of Returns pursuant to Section 8.1 and assessments, proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the Companies. Such cooperation shall include the retention and Company for which Seller may be required to indemnify any Buyer Indemnitee pursuant to this Agreement (upon the other party’s request) the provision of records and information that are reasonably relevant to any such preparation and filing and to any auditinquiry, litigation assessment, proceeding, litigation, audit or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such periodsimilar event, a “Pre-Closing PeriodTax Matter”) or relating ). Seller may, at its own expense, participate in and, upon notice to Buyer, assume the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement defense of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding Tax Matter that relates solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Tax Period. If Seller assumes such defense, and Seller shall have the exclusive authority, at their sole cost and expensewith respect to any Tax Matter, to conduct, negotiate, compromise represent the interests of the Company before the relevant Taxing Authority and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refund or amend any Returnincluding responding to inquiries, and contestcontesting, resolve defending against 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 and to employ counsel, assets or operations of at its own expense, separate from the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received counsel employed by the Companies (including Seller. Seller shall not enter into any interest or penalties thereon) in cash from a taxing authority settlement of, or otherwise credited to compromise any such Tax Matter without the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property written consent of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such PersonBuyer, which repayment is required as a result of the decrease in ad valorem Taxes consent shall not be unreasonably conditioned, withheld or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding delayed. Seller shall keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, 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 by in any such Person proceeding. If Seller does not assume the defense of such Tax Matter or if such Tax Matter does not relate solely to any Pre-Closing Tax Period, Buyer shall keep Seller informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Seller with respect to any auditsuch Tax Matter. Seller shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, litigation at its own expense, separate from counsel employed by the Company. The Company shall not have the right to settle (or other proceeding to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Seller, which consent shall not be unreasonably conditioned withheld 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 the Qualified Empire Zone Enterprise credits that were taken by such PersonTax Matter.

Controversies. (a) This Section 10.5 will control any Tax Matters. The Purchasers and Buyer shall promptly notify the Sellers shall cooperate fully, as and to the extent reasonably requested Representative upon receipt by the other partyBuyer, in connection with the preparation and filing Blocker, the Company or any of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation their Affiliates of any material provided hereunder. (b) Notwithstanding Article XI, except with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes notice of any Seller Tax Matter from any Taxing Authority for any Pre-Closing Tax Period or the Companies attributable to any Tax period ending prior to the Closing Date Straddle Period (each such period, a “Pre-Closing PeriodTax Matter”) or relating to the Stub Period Income Tax Returns, and shall have, subject to the provisions of this Section 8.2(b), the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware andRepresentative may, at the Sellers’ request at any time expense, and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect upon notice to the foregoing. The Sellers shall keep Buyer, assume the Purchasers reasonably informed as to the progress defense of any such audit, litigation or other proceeding with respect to Taxes of the Companies, and shall, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing PeriodTax 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, and shall then the Sellers Representative will have the exclusive authority, at their sole cost authority to represent the interests of the Company and expense, to conduct, negotiate, compromise the Company Subsidiaries before the relevant Taxing Authority and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall Sellers Representative will have the sole right to control any audit or examination by any taxing authoritythe defense, initiate any claim for refund or amend any Returnincluding responding to inquiries and contesting, defending against 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 incomesuch Sellers Tax Matter; provided, assets or operations of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount Sellers Representative may not enter into any settlement or otherwise compromise any such Sellers Tax Matter without the prior written consent of the Buyer (such repayment and consent not to be unreasonably conditioned, withheld or delayed), (ii) the amount of cash actually received by CNYOG from Buyer will have the appropriate taxing authority as a result right (but not the duty) to participate in the defense of such decrease in ad valorem Taxes or property Taxes; providedSellers Tax Matter and to employ counsel, howeverat its own expense, that in order to receive such reimbursement separate from counsel employed by the PurchasersSellers Representative, such Person must agree in writing to and (Aiii) grant to the Purchasers Sellers Representative shall keep the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding Buyer informed with respect to the Qualified Empire Zone Enterprise credits 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. (b) With respect to any Pre-Closing Tax Matter that were taken by is not a Sellers Tax Matter (including, for the avoidance of doubt, if the Sellers Representative does not assume the defense of such Person and (B) fully cooperate with Pre-Closing Tax Matter pursuant to Section 10.5(a)), then the Purchasers Buyer will have the authority, with respect to any auditsuch Pre-Closing Tax Matter, litigation to represent the interests of the Blocker, the Company and the Company Subsidiaries before the relevant Taxing Authority and the Buyer will have the right to control the defense, including responding to inquiries and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other proceeding adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, that (i) the Buyer may not enter into any settlement or otherwise compromise any such Pre-Closing Tax Matter to the extent it adversely affects the Tax liability of any of the Sellers without the prior written consent of the Sellers Representative (such consent not to be unreasonably conditioned, withheld or delayed), (ii) the Sellers Representative will have the right (but not the duty) to participate in the defense of such Pre-Closing 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 Qualified Empire Zone Enterprise credits that were commencement, status and nature of any such Pre-Closing Tax Matter and will (in good faith) allow the Sellers Representative to consult with it regarding the conduct of or positions taken by in any such Personproceeding.

Controversies. Purchaser shall notify Seller in writing, and in reasonable detail (a) The Purchasers and taking into account the Sellers shall cooperate fullyinformation then available), as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes within 30 days of the Companies. Such cooperation shall include receipt by Purchaser or any Affiliate of Purchaser (including the retention and (upon Company or any Company Subsidiary after the other party’s requestClosing Date) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation written notice of any material provided hereunder. (b) Notwithstanding Article XIinquiries, except claims, assessments, audits or similar events with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Sellers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of any Seller or the Companies attributable to any Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”Tax Period for which Seller may be liable under Section 5.9(g) (any such inquiry, claim, assessment, audit or relating similar event, a "Tax Matter"); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 5.9(g) except to the Stub extent Seller shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period Income Tax Returns, for which Seller acknowledges without reservation its obligation to indemnify Purchaser therefor according to Section 5.9(c) and shall have, subject to the provisions of this Section 8.2(b5.9(g), Seller, at its own expense, shall have the exclusive authority to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give represent the Sellers prompt notice interests of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at Company and the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding Company Subsidiaries with respect to Taxes of any Tax Matter before the CompaniesIRS, and shallany other Taxing Authority, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation other governmental agency or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers authority or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, court and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers shall have the sole right to control any audit extend 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 waive the statute of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Companies. (e) Any Tax refund (other than limitations with respect to Taxes relating a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) Pre-Closing Periods or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxeslawsuits; provided, however, that in order to receive such reimbursement by Seller shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the PurchasersTax Liability of Purchaser, such Person must agree in writing to (A) grant to the Purchasers Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the exclusive authority to conductprior written consent of Purchaser, negotiate, compromise which consent shall not be unreasonably withheld. Seller shall keep Purchaser fully and settle any audit, litigation or other proceeding timely informed with respect to the Qualified Empire Zone Enterprise credits that were taken by such Person commencement, status and (B) fully cooperate with nature of any Tax Matter. Seller and Purchaser shall jointly represent the Purchasers interests of the Company and the Company Subsidiaries with respect to all Tax Matters relating to a Straddle Tax Period or relating to both a Pre-Closing Tax Period and a Post-Closing Tax Period. Seller shall, in good faith, allow Purchaser or Purchaser's counsel to consult with it regarding the conduct of or positions taken in any audit, litigation or other proceeding with respect to the Qualified Empire Zone Enterprise credits that were taken by such Personproceeding.

Controversies. Buyer shall cause the Company to notify Sellers in writing within ten (a10) The Purchasers and days of the Sellers shall cooperate fullyreceipt by Buyer or the Company of any notice of any inquiries, as and to the extent reasonably requested by the other partyassessments, in connection with the preparation and filing of Returns pursuant to Section 8.1 and proceedings or similar events received from any audit, litigation or other proceeding Taxing Authority with respect to Taxes of the CompaniesCompany for which Sellers may be responsible for payment, directly or indirectly (any such inquiry, assessment, proceeding, litigation, audit or similar event, a “Tax Matter”). Such cooperation shall include Sellers may, at their own expense, participate in and, upon written notice to Buyer, assume the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to such preparation and filing and to any audit, litigation or other proceeding relating thereto and making employees reasonably available on a mutually convenient basis to provide additional information and explanation defense of any material provided hereunder. (b) Notwithstanding Article XIsuch Tax Matter. If Sellers assume such defense, except Sellers shall have the authority, with respect to Taxes relating such Tax Matter, to or arising out represent the interests of ad valorem Taxes or property Taxesthe Company before the relevant Taxing Authority and have the right to control the defense, the Sellers shall be solely responsible for defending any audit, litigation compromise or other proceeding with respect to Taxes resolution of any Seller or the Companies attributable to any such Tax period ending prior to the Closing Date (each such period, a “Pre-Closing Period”) or relating to the Stub Period Income Tax Returns, and shall have, Matter subject to the provisions of this Section 8.2(b)limitations contained herein, the exclusive authority including responding to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. The Purchasers shall give the Sellers prompt notice of the commencement of any such audit, litigation, or other proceeding of which they become aware and, at the Sellers’ request at any time and from time to time, any powers of attorney or other authorizations necessary or appropriate to give effect to the foregoing. The Sellers shall keep the Purchasers reasonably informed as to the progress of any such audit, litigation or other proceeding with respect to Taxes of the Companiesinquiries, and shallcontesting, if the Purchasers so request in writing, permit the Purchasers at their expense to participate in any such audit, litigation or other proceeding solely insofar as it relates to the Companies; provided that the Sellers shall not settle any such audit, litigation or other proceeding insofar as it relates to the Companies without the Purchasers’ consent (not to be unreasonably withheld, conditioned or delayed) if such settlement would increase the Tax liabilities of the Purchasers or any of their Affiliates (including the Companies) for any period on or after the Closing Date. (c) With respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes, the Purchasers shall be solely responsible for defending any audit, litigation or other proceeding with respect to Taxes of the Companies attributable to any Pre-Closing Period, against and shall have the exclusive authority, at their sole cost and expense, to conduct, negotiate, compromise and settle any such audit, litigation or other proceeding. (d) Except as otherwise provided in Sections 8.2(a) or 8.2(b) and subject to Section 8.3, following the Closing Date the Purchasers 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 Affiliate of the Companies. (e) Any Tax refund (other than with respect to Taxes relating to or arising out of ad valorem Taxes or property Taxes) that is received by the Companies (including any interest or penalties thereon) in cash from foregoing for a taxing authority or otherwise credited to the Companies against payments due by the Companies to that taxing authority on or after the Closing Date (including any interest received with respect thereto) relating to (i) PrePost-Closing Periods Tax Period without the prior written consent of Buyer which consent shall not be unreasonably withheld, conditioned or Pre-Closing Straddle Periods, or (ii) Taxes paid prior to the Closing Date, delayed. Sellers shall be the property of the Sellers and the Purchasers shall pay promptly such amounts over to Stagecoach I (which shall be solely responsible for paying to Stagecoach Energy its proportionate share). If requested by the Sellers (which request must provide reasonably specific instructions regarding the requested actions to be taken), the Purchasers shall cause, at the sole cost and expense of the Sellers, the Companies to file for and use commercially reasonable best efforts to obtain and expedite the receipt of any cash refund to which the Sellers are entitled under this Section 8.2(e). (f) Any Tax refund received by or credited to a Company on or after the date of this Agreement (including any interest or penalties thereon) relating to or arising out of ad valorem Taxes or property Taxes (whether relating to Pre-Closing Periods, Pre-Closing Straddle Periods or otherwise) shall be the property of the Purchasers. However, if any direct or indirect owner of a Seller is required by the New York Department of Taxation and Finance to repay in cash any Qualified Empire Zone Enterprise credits attributable to a Pre-Closing Period that were properly taken by such Person, which repayment is required as a result of the decrease in ad valorem Taxes or property Taxes owed by CNYOG as a result of the administrative and judicial proceedings described in Section 5.10(i), the Purchasers will promptly reimburse such Person an amount equal to the lesser of (i) the amount of such repayment and (ii) the amount of cash actually received by CNYOG from the appropriate taxing authority as a result of such decrease in ad valorem Taxes or property Taxes; provided, however, that in order to receive such reimbursement by the Purchasers, such Person must agree in writing to (A) grant to the Purchasers the exclusive authority to conduct, negotiate, compromise and settle any audit, litigation or other proceeding keep Buyer informed with respect to the Qualified Empire Zone Enterprise credits that were commencement, 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 by in any such Person proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers informed of the progress of such Tax Matter from time to time and (B) fully cooperate shall consult with the Purchasers Sellers with respect to such Tax Matter. Sellers 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 (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 audit, litigation or other proceeding part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the Qualified Empire Zone Enterprise credits that were taken by such Personextent 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.