Common use of Controversies Clause in Contracts

Controversies. Newco shall notify Philips in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the receipt by Newco or any Affiliate of Newco (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips may be liable under Section 6.9(b) and Section 6.9(f) (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), Philips, at its own expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Philips shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability of Newco, the Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of Newco, which consent shall not be unreasonably withheld. Philips shall keep Newco fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips shall, in good faith, allow Newco or Newco’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco The Purchaser shall promptly notify Philips the Sellers' Representative in writing, and in reasonable detail (taking into account writing upon receipt by the information then available), within thirty (30) days Purchaser or any affiliate of the receipt by Newco or any Affiliate of Newco Purchaser (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending on or prior to the Closing Tax Period Date for which Philips the Sellers may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”"TAX MATTER"); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsThe Sellers' Representative, at its own sole expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns returns and settling audits or lawsuitsaudits; provided, however, that Philips the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newcothe Purchaser, the Company or any Company Subsidiary affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax Periodthe portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of Newcothe Purchaser, which consent shall not be unreasonably withheld. Philips The Sellers' Representative shall keep Newco the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Sellers' Representative shall, in good faith, allow Newco the Purchaser to make comments to the Sellers' Representative regarding the conduct of or Newco’s counsel positions taken in any such proceeding. Except as otherwise provided in this Section 9.3, the Purchaser shall have the sole right to consult control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all tax- able periods; provided, however, that the Purchaser shall not, and shall cause its affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with it respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Sellers' Representative, which consent shall not be unreasonably withheld. The Purchaser shall promptly notify the Sellers' Representative in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to an Overlap Period for which the Sellers may be liable under this Agreement. The Purchaser shall keep the Sellers' Representative fully and timely informed with respect to the commencement, status and nature of any tax matter relating to an Overlap Period. The Purchaser shall, in good faith, allow the Sellers' Representative to make comments to the Purchaser regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco Purchaser or Seller, as applicable (the “Tax Indemnified Party”) shall notify Philips Seller or Purchaser, as applicable (the “Tax Indemnifying Party”) in writing, and in reasonable detail (taking into account the information then available), within thirty (30) calendar days of the receipt by Newco the Tax Indemnified Party or any of its Affiliates (it being understood that the Company shall be an Affiliate of Newco (including the Company or any Company Subsidiary Purchaser after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips the Tax Indemnifying Party may be liable under Section 6.9(b) and Section 6.9(f5.7(g) (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f5.7(g) except to the extent Philips 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 for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f)Period, PhilipsSeller, at its own expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns inquiries and settling audits or lawsuits; provided, however, that Philips Seller shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability of Newco, Purchaser or the Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of NewcoPurchaser, which consent shall not be unreasonably withheld. Philips Seller shall keep Newco Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips Seller and Newco Purchaser shall jointly represent the interests of the Company and the Company Subsidiaries with respect to all Tax Matters relating to a Straddle Tax Period Period. Purchaser shall have the exclusive authority to represent the interests of the Company for any Tax Matter not described in the preceding two sentences, including the sole right to extend or 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 progress of such Tax Matter and shall discuss in advance with Seller, in good faith, all significant strategic decisions relating to both the Tax for which Seller would be liable. The party controlling the conduct of a Pre-Closing Tax Period and a Post-Closing Tax Period. Philips Matter under this Section 5.7(f) shall, in good faith, allow Newco the other party or Newco’s its counsel to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco The Purchaser shall notify Philips the Parent in writing, and in reasonable detail (taking into account the information then available), writing within thirty (30) 30 calendar days of the receipt by Newco the Purchaser or any Affiliate affiliate of Newco the Purchaser (including the Company or any Company Subsidiary Southern Entities after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips the Parent may be liable under Section 6.9(b) and Section 6.9(f4.12(g)(i) (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsThe Parent, at its own expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries Southern Entities with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Philips the Parent shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newco, the Company Purchaser or any Company Subsidiary the Southern Entities for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of Newcothe Purchaser, which consent shall not be unreasonably withheld. Philips The Parent shall keep Newco the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Parent shall, in good faith, allow Newco the Purchaser or Newcothe Purchaser’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding. If the proceeding affects or may affect the Tax liability of the Purchaser or the Southern Entities for any Post-Closing Tax Period including any Straddle Tax Period, the Parent shall further allow the Purchaser and the Purchaser’s counsel to participate in the proceeding. Unless otherwise provided by the Parent in writing to the Purchaser, all notices required by this Section 4.12(f) shall be sent to: X. X. Xxxxxx Company, Inc., 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000, Attention: Vice President and Director of Taxes.

Controversies. Newco Buyer shall cause the Acquired Companies to notify Philips Seller in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco or the Acquired Companies of any Affiliate of Newco (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Acquired Companies for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSeller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter. If Seller assumes such defense, Seller shall have the exclusive authority authority, with respect to any Tax Matter, to represent the interests of the Company Acquired Companies before the relevant Taxing Authority and have the Company Subsidiaries with respect right to control the defense, compromise or other resolution of any such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Seller. Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax Liability liability of NewcoBuyer, the Company Acquired Companies or any Company Subsidiary Affiliate of the foregoing for any a Post-Closing Tax Period, including any Straddle Tax Period, Period without the prior written consent of Newco, which consent shall not be unreasonably withheldBuyer. Philips Seller shall keep Newco fully and timely Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it regarding the conduct of or positions taken in any such 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 shall consult with Seller with respect to such Tax Matter. 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 Acquired Companies. The Acquired Companies 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 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.

Controversies. Newco (a) Buyer shall promptly notify Philips Seller in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days writing upon receipt by Buyer or any of the receipt by Newco or any Affiliate of Newco (including the Company or any Company Subsidiary Acquired Companies after the Closing Date) Date of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending prior to or ending on and including the Closing Tax Period Date for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided. Seller or UAM, however, that delay or failure to give such notification shall not affect its duly appointed representative (the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f"Seller's Representative"), Philips, at its own sole expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries Acquired Companies with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving deficiency or lawsuitsother adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Philips Seller or UAM shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of NewcoBuyer, the Company Acquired Companies or any Company Subsidiary affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period"), without the prior written consent of NewcoBuyer, which consent shall not be unreasonably withheld. Philips Seller or UAM shall keep Newco Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips Seller shall, in good faith, allow Newco or Newco’s counsel buyer, at Buyer's sole expense, to consult with it make comments to Seller regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco The Purchasers shall promptly notify Philips the Seller in writing, and in reasonable detail (taking into account writing upon receipt by the information then available), within thirty (30) days Purchasers or any affiliate of the receipt by Newco or any Affiliate of Newco Purchasers (including the Company or any Company Subsidiary Continental after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending on or prior to the Closing Tax Period Date for which Philips the Seller may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided. The Seller, however, that delay or failure to give such notification shall not affect his duly appointed representative (the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f"Seller's Representative"), Philips, at its own his sole expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries Continental with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuitsaudits; provided, however, that Philips neither the Seller nor any of his affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newcothe Purchasers, the Company Continental or any Company Subsidiary affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of Newcothe Purchasers, which consent shall not be unreasonably withheld. Philips The Seller or the Seller's Represen- tative shall keep Newco the Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Seller shall, in good faith, allow Newco the Purchasers to make comments to the Seller or Newco’s counsel to consult with it the Seller's Representative, regarding the conduct of or positions taken in any such proceeding.. Except as otherwise provided in this Section 9.2, 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 Continental for all taxable periods; provided, however, that the Purchasers shall not, and shall cause its affiliates (including Continental) not to, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of the Seller for any period ending on or prior to the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld. The Purchasers shall keep the Seller or the Seller's Representative fully and timely informed with respect to any written notice of any inquiries, claims, assessments, audits or similar events that affect or may affect the Tax liability of the Seller for any period ending on or prior to the

Controversies. Newco Buyer shall cause the Acquired Companies to notify Philips Seller in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco or the Acquired Companies of any Affiliate of Newco (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Acquired Companies for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSeller 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 have the exclusive authority authority, with respect to any Tax Matter, to represent the interests of the Company Acquired Companies before the relevant Taxing Authority and have the Company Subsidiaries with respect right to control the defense, compromise or other resolution of any such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Seller. Seller shall not enter into any settlement of of, or otherwise compromise compromise, any such Tax Matter to the extent that it adversely affects or may affect the Tax Liability liability of NewcoBuyer, the Company Acquired Companies or any Company Subsidiary Affiliate of the foregoing for any a Post-Closing Tax Period, including any Straddle Tax Period, Period without the prior written consent of Newco, which consent shall not be unreasonably withheldBuyer. Philips Seller shall keep Newco fully and timely Buyer informed with respect to the commencement, status and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it Seller regarding the conduct of or positions taken in any such 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 shall consult with Seller with respect to such Tax Matter. 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 Acquired Companies. The Acquired Companies 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 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.

Controversies. Newco (a) The Buyer shall promptly notify Philips in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the Sellers upon receipt by Newco the Buyer or any Affiliate of Newco the Buyer (including the Company or any Company Subsidiary and its Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending on or prior to the Closing Tax Period Date for which Philips Sellers may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsThe Sellers, at its own their option and sole expense, shall have the exclusive authority to represent the interests of the Company and the Company its Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuitsnotice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Philips neither the Sellers nor any of their Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newcothe Buyer, the Company or any Company Subsidiary of its Subsidiaries or any Affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax Periodthe portion of the Overlap Period that is after the Closing Date, without the prior written consent of Newcothe Buyer, which consent shall not be unreasonably withheldwithheld or delayed. Philips The Sellers shall keep Newco fully and timely the Buyer informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Sellers shall, in good faith, allow Newco or Newco’s counsel the Buyer, at its sole expense, to consult with it make comments to the Sellers regarding the conduct of or positions taken in any such proceeding, provided that the Sellers shall make the ultimate decision regarding the conduct or positions to be taken. In the event the Sellers do not elect to represent the interests of the Company and its Subsidiaries in connection with a Tax Matter in accordance with this Section 7.3(a), the Buyer shall assume such defense, at the Sellers’ sole expense, and shall keep the Sellers informed with respect to the status and nature of such Tax Matter. In such event, the Buyer shall, in good faith, allow the Sellers, at their sole expense, to make comments to the Buyer regarding the conduct of or positions taken in any such proceeding, provided that the Buyer shall make the ultimate decision regarding the conduct or positions to be taken.

Controversies. Newco Parent shall promptly notify Philips the Shareholder Representatives in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the writing upon receipt by Newco or any Affiliate of Newco (including the Parent, Company or any Company Subsidiary after the Closing Date) their respective Affiliates of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating owed by the Company for taxable periods ending on or prior to a Pre-the Closing Tax Period Date for which Philips may Shareholders would be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsShareholders, at its own their sole expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuitsaudits; provided, however, that Philips Shareholders shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability (or the reporting position) of Newco, the Company Parent or any Company Subsidiary affiliate of the foregoing for any Post-Closing Tax Period, including any Straddle Tax the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of NewcoParent, which consent shall not be unreasonably withheld. Philips Shareholders shall keep Newco Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips Shareholders shall, in good faith, allow Newco or Newco’s counsel Parent to consult with it make comments to Shareholders regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 6.3(g) and (h), Parent shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all taxable periods; provided, however, that Parent shall not, and shall cause its affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of Shareholders or the Company for any period prior to the Closing, including, without limitation, the portion of the Overlap Period ending on or prior to the Closing Date, without the prior written consent of Shareholder Representatives, which consent shall not be unreasonably withheld.

Controversies. Newco (a) Purchaser shall promptly notify Philips in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the Casella upon receipt by Newco Purchaser or any Affiliate of Newco Purchaser (including the Company or any Company Subsidiary Companies and their Subsidiaries, after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending on or prior to the Closing Tax Period Date for which Philips Sellers may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided. Casella, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsRepresentative, at its own Xxxxxxx’x sole expense, shall have the exclusive authority to represent the interests of the Company Casella and its Affiliates and the Company Subsidiaries Companies and their Subsidiaries, as applicable, with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authority, any other governmental agency or Tax authority or any court other Governmental Entity and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns and settling audits deficiency or lawsuitsother adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Philips none of Casella or any of its Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax Liability liability of NewcoPurchaser, the Company Companies or their Subsidiaries or any Company Subsidiary Affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax Periodthe portion of the Overlap Period that is after the Closing Date, without the prior written consent of NewcoPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Philips Casella or its Representative shall keep Newco Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips Casella shall, in good faith, allow Newco Purchaser to make comments to Casella or Newco’s counsel to consult with it its Representative, regarding the conduct of or positions taken in any such proceeding. Purchaser shall provide or cause another entity to provide to Sellers and/or any of their Affiliates 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 designee to act only with respect to the specific Tax Matters at issue for which Sellers may be liable under this Agreement.

Controversies. Newco (a) The Buyer shall promptly notify Philips the Sellers in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the writing upon receipt by Newco the Buyer or any Affiliate of Newco the Buyer (including the Company or any Company Subsidiary each RE Holding LLC after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to the Purchased Assets or the income, assets or operations of such Person for a Pre-taxable period ending prior to or ending on and including the Closing Tax Period Date for which Philips a Seller may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided . If Sellers acknowledge their liability in Section 6.9(f) except writing to the extent Philips shall have been actually prejudiced as a result Buyer for all of the Taxes which are the subject of such delay Tax Matter, the Sellers or failure. For their duly appointed representative (the “Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(fRepresentative”), Philips, at its own their sole expense, shall have the exclusive authority to represent the interests of the Company Buyer, any Affiliate of Buyer, and the Company Subsidiaries each RE Holding LLC with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuits; notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter, provided, however, that Philips none of the Sellers nor any of their respective Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newco, the Company Buyer and each RE Holding LLC or any Company Subsidiary Affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax the portion of a period beginning before the Closing Date and ending after the Closing Date (the “Overlap Period”), without the prior written consent of Newco, the Buyer which consent shall not be unreasonably withheld. Philips The Sellers or their Tax Representative shall keep Newco the Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips , and Newco Buyer shall jointly represent the interests receive copies of the Company all notices, filings and the Company Subsidiaries correspondence with respect to all such Tax Matters relating to a Straddle Tax Period or relating to both a Pre-Closing Tax Period and a Post-Closing Tax PeriodMatter. Philips The Sellers shall, in good faith, allow Newco the Buyer, at its sole expense, to make comments to the Sellers or Newco’s counsel to consult with it their Tax Representative regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco shall notify Philips in writing, and in reasonable detail Each Party agrees to give written notice to the other Party within twenty (taking into account the information then available), within thirty (3020) days of the receipt by Newco or of any Affiliate of Newco (including the Company or any Company Subsidiary after the Closing Date) of written notice by the first Party which involves the assertion of any inquiries, claims, assessments, audits 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 similar events with respect to Taxes relating to a Pre-Closing the Acquired Companies which involves any matter affecting the Tax Period for which Philips may be liable under Section 6.9(b) and Section 6.9(f) (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”)liabilities of the Sellers; provided, however, that delay or the failure to give such notification notice shall not affect the indemnification provided in Section 6.9(f) hereunder except to the extent Philips shall have the indemnifying party has been actually prejudiced as a result of such delay or failure. For Such notice shall specify in reasonable detail the basis for such Tax Matters relating solely to Matter and shall include a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), Philips, at its own expense, shall have the exclusive authority to represent the interests copy of the Company and relevant portion of any correspondence received from a Taxing Authority. Notwithstanding anything herein to the Company Subsidiaries with respect to contrary, including Section 9.3, (a) the Sellers shall control the contest or resolution of any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Philips the Sellers shall obtain the prior written consent of Purchaser (which consent shall not enter be unreasonably withheld, delayed, or conditioned) before entering into any settlement of a claim or otherwise compromise any Tax Matter that affects ceasing to defend such claim if such action could reasonably be expected to adversely impact the liability of Purchaser or may affect the Tax Liability of Newco, the Company or any Company Subsidiary Acquired Companies for Taxes for any Post-Closing Tax Period; provided, including 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 fees and expenses of which separate counsel will be borne by Purchaser, and (b) with respect to any Straddle Tax PeriodMatter 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 Newcothe other Party, which consent shall not be unreasonably withheld, delayed or conditioned. Philips Notwithstanding anything in this Section 7.2, the Sellers shall keep Newco fully and timely informed have the exclusive right to control any audit, litigation or other proceeding with respect to the commencement, status Income Taxes and nature of any Income Tax Matter. Philips and Newco shall jointly represent the interests Returns of the Company and the Company Subsidiaries with respect to all Tax Matters relating to a Straddle Tax Period or relating to both a Acquired Companies for Pre-Closing Tax Period 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 not apply to any claim with respect to Income Taxes or Income Tax Returns of the Acquired Companies for Pre-Closing Tax Periods (other than a Straddle Period); provided, however, if any proposed settlement or cessation of defense of such proceeding would reasonably be expected to affect or be relevant to the Taxes of Purchaser, the Sellers shall first consult with Purchaser and, at the request of Purchaser, provide Purchaser, on a timely basis, any information from such proceeding that could be relevant to the determination of the Taxes of Purchaser or the Taxes of the Acquired Companies for any Post-Closing Tax Period. Philips shall, in good faith, allow Newco or Newco’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco Buyer shall cause the Company to notify Philips Sellers in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco Buyer or any Affiliate of Newco (including the Company or of any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Company for which Philips Sellers may be liable under Section 6.9(b) and Section 6.9(f) responsible for payment, directly or indirectly (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSellers may, at its their own expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter. If Sellers assume such defense, Sellers shall have the exclusive authority authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and have the Company Subsidiaries with respect right to any control the defense, compromise or other resolution of such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Xxxxxxx. Sellers shall not enter into any settlement of of, or otherwise compromise compromise, any such Tax Matter to the extent that it adversely affects or may affect the Tax Liability liability of NewcoBuyer, the Company or any Company Subsidiary Affiliate of the foregoing for any a Post-Closing Tax Period, including any Straddle Tax Period, Period without the prior written consent of Newco, which consent shall not be unreasonably withheld. Philips Buyer Sellers shall keep Newco fully and timely Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers informed of the progress of such Tax Matter from time to time and shall consult with 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 part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the extent the provisions of Section 10.4.1 conflict with the provisions of this Section 9.3, the provisions of this Section 9.3 shall control.

Controversies. Newco Buyer shall cause the Company to notify Philips Seller in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco or any Affiliate of Newco (including the Company or of any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Company for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSeller may, at its own expense, participate in any Tax Matter and, upon notice to Buyer, assume the defense of any Tax Matter that relates solely to any Pre-Closing Tax Period. If Seller assumes such defense, Seller shall have the exclusive authority authority, with respect to any Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and have the Company Subsidiaries with respect right to control the defense, compromise or other resolution of any such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Seller. Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter that affects or may affect the Tax Liability of Newco, the Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of Newco, Buyer (which consent shall not be unreasonably withheldconditioned, withheld or delayed). Philips Seller shall keep Newco fully and timely Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it regarding the conduct of or positions taken in any such 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 shall consult with Seller with respect to such Tax Matter. 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 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 such Tax Matter.

Controversies. Newco Purchaser shall notify Philips Seller in writing, and in reasonable detail (taking into account the information then available), within thirty (30) 30 days of the receipt by Newco Purchaser or any Affiliate of Newco Purchaser (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f5.9(g) (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f5.9(g) except to the extent Philips 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 for which Philips Seller acknowledges without reservation its obligation to indemnify Newco therefore Purchaser therefor according to Section 6.9(b5.9(c) and Section 6.9(f5.9(g), PhilipsSeller, at its own expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Philips Seller shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability of NewcoPurchaser, the Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of NewcoPurchaser, which consent shall not be unreasonably withheld. Philips Seller shall keep Newco Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips Seller and Newco Purchaser shall jointly represent the 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. Philips Seller shall, in good faith, allow Newco Purchaser or Newco’s Purchaser's counsel to consult with it regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco Maverick shall promptly notify Philips the Founders in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the writing upon receipt by Newco Maverick or any Affiliate affiliate of Newco Maverick (including the Company or any Company Subsidiary Hurricane after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending prior to or ending on and including the Closing Tax Period Date for which Philips the Founders may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided. The Founders, however, that delay or failure to give such notification shall not affect their duly appointed representative (the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f"Representative"), Philips, at its own expenseexpense on behalf of the Founders, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries Hurricane with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuitsnotice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Philips the Founders shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of NewcoMaverick, the Company Hurricane or any Company Subsidiary affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of Newco, which consent shall not be unreasonably withheldMaverick. Philips The Founders or Representative shall keep Newco Maverick fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Founders shall, in good faith, allow Newco Maverick, at its sole expense, to make comments to the Founders or Newco’s counsel to consult with it the Representative, regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 11.2, Maverick 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 Hurricane for all taxable periods; provided, however, that Maverick shall not, and shall cause its affiliates (including Hurricane) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Representative, which consent shall not be unreasonably withheld.

Controversies. Newco The Purchasers shall promptly notify Philips the Seller in writing, and in reasonable detail (taking into account writing upon receipt by the information then available), within thirty (30) days Purchasers or any affiliate of the receipt by Newco or any Affiliate of Newco Purchasers (including the Company or any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending prior to or ending on and including the Closing Tax Period Date for which Philips the Seller may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided. The Seller, however, that delay or failure to give such notification shall not affect his duly appointed representative (the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f"Seller's Representative"), Philips, at its own his sole expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuitsnotice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Philips neither the Seller nor any of his affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newcothe Purchasers, the Company or any Company Subsidiary affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period") that is after the Closing Date, without the prior written consent of Newcothe Purchasers, which consent shall not be unreasonably withheld. Philips The Seller or the Seller's Representative shall keep Newco the Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Seller shall, in good faith, allow Newco the Purchasers, at their sole expense, to make comments to the Seller or Newco’s counsel to consult with it the Seller's Representative, regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 9.2, 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 Company for all taxable periods; provided, however, that the Purchasers shall not, and shall cause its affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld.

Controversies. Newco Buyer shall cause the Company to notify Philips Seller in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco or any Affiliate of Newco (including the Company or of any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Company for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSeller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter. If Seller assumes such defense, Seller shall have the exclusive authority authority, with respect to any Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and have the Company Subsidiaries with respect right to control the defense, compromise or other resolution of any such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Seller. Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter to the extent that it adversely affects or may affect the Tax Liability liability of NewcoBuyer, the Company or any Company Subsidiary Affiliate of the foregoing for any a Post-Closing Tax Period, including any Straddle Tax Period, Period without the prior written consent of Newco, which consent shall not be unreasonably withheldBuyer. Philips Seller shall keep Newco fully and timely Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it regarding the conduct of or positions taken in any such 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 shall consult with Seller with respect to such Tax Matter. 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 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.

Controversies. Newco The Purchaser shall notify Philips the Seller in writing, and in reasonable detail (taking into account the information then available), writing within thirty (30) 30 days of the receipt by Newco the Purchaser or any Affiliate affiliate of Newco the Purchaser (including the a TDI Company or any Company a TDI Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips the Seller may be liable under Section 6.9(b) and Section 6.9(f4.6(g)(i) (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips the Seller acknowledges without reservation in writing its obligation to indemnify Newco therefore according to liability under Section 6.9(b) and Section 6.9(f4.6(d), Philipsthe Seller, at its own expense, shall have the exclusive authority to represent the interests of the Company TDI Companies and the Company TDI Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Philips the Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax Liability liability of Newcothe Purchaser, the any TDI Company or any Company TDI Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of Newcothe Purchaser, which consent shall not be unreasonably withheld. Philips The Seller shall keep Newco the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The Seller shall, in good faith, allow Newco the Purchaser or Newcothe Purchaser’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding. For Tax Matters relating to Straddle Tax Periods, each of the Seller and the Purchaser may participate, at its own expense, in representing the interests of the TDI Companies and the TDI Subsidiaries; provided, however, that the representation shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustments that may reasonably be anticipated. Unless otherwise provided by the Seller in writing to the Purchaser, all notices required by this Section 4.6(f) shall be sent to: X. X. Xxxxxx Company, Inc., 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000, Attention: Vice President and Director of Taxes.

Controversies. Newco (i) Purchaser shall promptly notify Philips in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the Seller upon receipt by Newco Purchaser or any Affiliate affiliate of Newco Purchaser (including the each Company or any Company Subsidiary and its subsidiaries after the applicable Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to (i) Taxes relating to a Pre-taxable period ending on or prior to the applicable Closing Tax Period Date or any loss, disallowance, or recapture of any tax credit, in each case for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided. Seller, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSeller’s representative, at its own sole expense, shall have the exclusive authority to represent the interests of the any Company and the Company Subsidiaries with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuitsnotice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Philips neither Seller nor any of its affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax Liability liability of NewcoPurchaser, the any Company or any Company Subsidiary of the Companies’ subsidiaries or any affiliate of the foregoing for any Post-period ending after the applicable Closing Tax PeriodDate, including any the portion of the Straddle Tax PeriodPeriod that is after the applicable Closing Date, without the prior written consent of Newco, which consent Purchaser; and provided further that Purchaser shall not be unreasonably withheldhave the right to control any Tax Matter that concerns or implicates the valuation of the Assets of any Company. Philips Seller or Seller’s representative shall keep Newco the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips Seller shall, in good faith, allow Newco Purchaser to make comments to Seller or NewcoSeller’s counsel to consult with it representative, regarding the conduct of or positions taken in any such proceeding.

Controversies. Newco (i) Purchaser shall promptly notify Philips in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the Sellers’ Representative upon receipt by Newco Purchaser or any Affiliate of Newco its Affiliates (including the members of the Company or any Company Subsidiary after the Closing DateGroup) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips Sellers may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSellers’ Representative, at its own sole expense, shall have the exclusive authority to represent the interests of Sellers, or any member of the Company and the Company Subsidiaries Group with respect to any Tax Matter (and especially with respect to the Informal Contribution), that relates exclusively to taxable periods that end on or prior to the Closing Date (and, solely with respect to the Informal Contribution, to the Overlap Period, but only if the Closing occurs prior to January 1, 2025) before the U.S. Internal Revenue Service, any other Taxing Tax Authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuitsnotice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter; provided, however, that Philips neither the Sellers’ Representative nor any of Sellers nor their Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability of Newco, the Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of NewcoPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Philips Sellers’ Representative shall keep Newco fully Purchaser reasonably and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips Sellers’ Representative shall, in good faith, allow Newco or Newco’s counsel Purchaser to consult with it make comments to Sellers’ Representative, regarding the conduct of or positions taken in any such proceeding. In case of agreement between Sellers and Purchaser to grant authority to the Purchaser with respect to any Tax Matter that relates to the Informal Contribution, Purchaser shall file Returns following the same approach/reasoning that was applied in the Returns relating to taxable periods that end on or prior to the Closing Date with respect to the Informal Contribution.

Controversies. Newco Buyer shall cause the Company to notify Philips Sellers in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco Buyer or any Affiliate of Newco (including the Company or of any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Company for which Philips Sellers may be liable under Section 6.9(b) and Section 6.9(f) responsible for payment, directly or indirectly (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSellers may, at its their own expense, participate in and, upon written notice to Buyer, assume the defense of any such Tax Matter. If Sellers assume such defense, Sellers shall have the exclusive authority authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and have the Company Subsidiaries with respect right to any control the defense, compromise or other resolution of such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter that Sellers are defending and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Sellers. Sellers shall not enter into any settlement of of, or otherwise compromise compromise, any such Tax Matter to the extent that it adversely affects or may affect the Tax Liability liability of NewcoBuyer, the Company or any Company Subsidiary Affiliate of the foregoing for any a Post-Closing Tax Period, including any Straddle Tax Period, Period without the prior written consent of Newco, Buyer which consent shall not be unreasonably withheld, conditioned or delayed. Philips Sellers shall keep Newco fully and timely Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. If Sellers do not assume the defense of such Tax Matter, Buyer shall keep Sellers informed of the progress of such Tax Matter from time to time and shall consult with 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 part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ liability for Taxes. To the extent the provisions of Section 10.4.1 conflict with the provisions of this Section 9.3, the provisions of this Section 9.3 shall control.

Controversies. Newco Purchasers shall notify Philips Sellers in writing, and in reasonable detail (taking into account the information then available), writing within thirty (30) 10 days of the receipt by Newco Purchasers or any Affiliate affiliate of Newco Purchasers (including the Company or any Company Subsidiary Acquired Companies after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which Philips Sellers may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “"Tax Matter”"); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f)Period, PhilipsSellers, at its their own expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries Acquired Companies with respect to any Tax Matter before the U.S. Internal Revenue ServiceIRS, any other Taxing Authority, any other governmental agency or authority Governmental Authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Philips Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax Liability liability of Newco, the Company Purchasers or any Company Subsidiary Acquired Companies for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of NewcoPurchasers, which consent shall not be unreasonably withheld. Philips Sellers shall keep Newco Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips Sellers shall, in good faith, allow Newco Purchasers or Newco’s Purchasers’ counsel to consult with it regarding the conduct of or positions taken in any such proceeding. For Tax Matters relating to Straddle Tax Periods, each of Sellers and Purchasers may participate, at their own expense, in representing the interests of the Acquired Companies; provided, however, that the representation shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustments that may reasonably be anticipated and the controlling party shall not settle or otherwise compromise any such Tax Matter without the prior written consent of the non-controlling party, which consent shall not be unreasonably withheld.

Controversies. Newco GRE shall promptly notify Philips MP in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the writing upon receipt by Newco GRE or SRE or any Affiliate affiliate of Newco (including the Company GRE or any Company Subsidiary SRE after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-taxable period ending prior to or ending on and including the Closing Tax Period Date for which Philips SRE may be liable under Section 6.9(b) and Section 6.9(f) this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”"TAX MATTER"); provided. MP, however, that delay or failure to give such notification shall not affect its duly appointed representative (the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f"MP REPRESENTATIVE"), Philips, at its own sole expense, shall have the exclusive authority to represent the interests of the Company and the Company Subsidiaries SRE with respect to any Tax Matter before the U.S. Internal Revenue Service, any other Taxing Authoritytaxing authority, any other governmental agency or authority or any court and shall have the sole right to extend control the defense, compromise or waive the statute other resolution of limitations with respect to a any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits contesting, defending against and resolving any assessment for additional Taxes or lawsuitsnotice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; providedPROVIDED, howeverHOWEVER, that Philips neither MP nor any of its affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax Liability liability of Newco, the Company GRE or any Company Subsidiary SRE for any Post-period ending after the Closing Tax PeriodDate, including any Straddle Tax Periodthe portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of Newco, which consent shall not be unreasonably withheldGRE. Philips The MP Representative shall keep Newco GRE fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Philips and Newco shall jointly represent the 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. Philips The MP Representative shall, in good faith, allow Newco or Newco’s counsel GRE, at its sole expense, to consult with it make comments to the MP Representative, regarding the conduct of or positions taken in any such proceedingProceeding. Except as otherwise provided in this Section 13.04(b), GRE 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 SRE for all taxable periods; PROVIDED, HOWEVER, that GRE shall not, and shall cause its affiliates (including SRE) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of MP, which consent shall not be unreasonably withheld.

Controversies. Newco Buyer shall cause the Company to notify Philips Seller in writing, and in reasonable detail writing within ten (taking into account the information then available), within thirty (3010) days of the receipt by Newco or any Affiliate of Newco (including the Company or of any Company Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits proceedings or similar events received from any Taxing Authority with respect to Taxes relating to a Pre-Closing Tax Period of the Company for which Philips Seller may be liable under Section 6.9(b) and Section 6.9(f) required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claimassessment, assessmentproceeding, litigation, audit or similar event, a “Tax Matter”); provided, however, that delay or failure to give such notification shall not affect the indemnification provided in Section 6.9(f) except to the extent Philips shall have been actually prejudiced as a result of such delay or failure. For Tax Matters relating solely to a Pre-Closing Tax Period for which Philips acknowledges without reservation its obligation to indemnify Newco therefore according to Section 6.9(b) and Section 6.9(f), PhilipsSeller may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter that relates solely to any Pre-Closing Tax Period. If Seller assumes such defense, Seller shall have the exclusive authority authority, with respect to any Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and have the Company Subsidiaries with respect right to control the defense, compromise or other resolution of any such Tax Matter before subject to the U.S. Internal Revenue Service, any other Taxing Authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Mattercontained herein, including responding to inquiries, filing and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax Returns deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and settling audits or lawsuits; providedto employ counsel, howeverat its own expense, that Philips separate from the counsel employed by Seller. Seller shall not enter into any settlement of of, or otherwise compromise any such Tax Matter that affects or may affect the Tax Liability of Newco, the Company or any Company Subsidiary for any Post-Closing Tax Period, including any Straddle Tax Period, without the prior written consent of NewcoBuyer, which consent shall not be unreasonably withheldconditioned, withheld or delayed. Philips Seller shall keep Newco fully and timely Buyer informed with respect to the commencement, status status, and nature of any such Tax Matter. Philips , and Newco shall jointly represent the 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. Philips shallwill, in good faith, allow Newco or Newco’s counsel Buyer to consult with it regarding the conduct of or positions taken in any such 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 shall consult with Seller with respect to such Tax Matter. 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 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 such Tax Matter.