Common use of Controversies Clause in Contracts

Controversies. (a) Purchaser shall notify Sellers' Representative upon receipt by Purchaser or any affiliate of Purchaser (including Gentek Holdings and its Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' Representative, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense, compromise or other resolution of any Tax Matter; provided, however, that Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Gentek Holdings or any of its Subsidiaries or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a) above, Purchaser shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries for all taxable periods; provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement without the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser Newco shall notify Sellers' Representative upon Philips in writing, and in reasonable detail (taking into account the information then available), within thirty (30) days of the receipt by Purchaser Newco or any affiliate Affiliate of Purchaser Newco (including Gentek Holdings and its Subsidiaries 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 taxable period ending on or prior to the Pre-Closing Date Tax Period for which Sellers Philips may be liable under this Agreement 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. Sellers' RepresentativeFor 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 sole own expense, shall have the exclusive authority to represent the interests of Gentek Holdings or any of its the Company and the Company Subsidiaries with respect to any Tax Matter before the IRSU.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 control extend or waive the defense, compromise or other resolution statute of any limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Sellers' Representative Philips 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 PurchaserNewco, Gentek Holdings the Company or any of its Subsidiaries or any affiliate of the foregoing Company Subsidiary for any period ending after the Post-Closing DateTax Period, including the portion of the Overlap Period that is after the Closing Dateany Straddle Tax Period, without the prior written consent of PurchaserNewco, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative Philips shall keep the Purchaser Newco fully and timely informed with respect to the commencement, status and nature of any Tax Matter 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 Purchaser Newco or Newco’s counsel to make comments to the Sellers' Representative, consult with it regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a) above, Purchaser shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries for all taxable periods; provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement without the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser The Parent shall promptly notify Sellersthe Shareholders' Representative in writing upon receipt by Purchaser the Parent or any affiliate of Purchaser the Parent (including Gentek Holdings the Company and its Subsidiaries subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers the Parent or the Company may be liable entitled to indemnification under this Section 9.7 hereof or under the Tax Indemnification Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). SellersThe Shareholders' Representative, at its sole expense, Representative shall have the authority to represent the interests of Gentek Holdings or any of the Company and its Subsidiaries subsidiaries with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that Sellersthe Shareholders' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaserthe Parent, Gentek Holdings or any of the Company, its Subsidiaries subsidiaries, or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period Period") that is after the Closing Date, without the prior written consent of Purchaserthe Parent, which consent shall not be unreasonably withheld, conditioned or delayed. SellersThe Shareholders' Representative shall keep the Purchaser Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Shareholders' Representative shall, in good faith, allow Purchaser the Parent to make comments to the SellersShareholders' Representative, Representative regarding the conduct of or positions taken in any such proceeding. (b) . During such period as the Escrow Account is being held, all reasonable expenses of the Shareholders' Representative incurred in connection with any Tax Matter hereunder shall be paid out of such Escrow Account. Except as otherwise provided in this Section 7.02(a) above9.4, Purchaser the Parent shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and the Company or any of its Subsidiaries subsidiaries for all taxable periods; provided, however, Purchaser that the Parent shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellersthe Shareholders' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) The Purchaser shall promptly notify the Sellers' Representative in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including Gentek Holdings and its Subsidiaries the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax MatterTAX MATTER"). The Sellers' Representative, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Company with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of the Purchaser, Gentek Holdings or any of its Subsidiaries the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Overlap Period Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Sellers' Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Sellers' Representative shall, in good faith, allow the Purchaser to make comments to the Sellers' Representative, Representative regarding the conduct of or positions taken in any such proceeding. (b) . Except as otherwise provided in this Section 7.02(a) above9.3, the Purchaser shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Company for all taxable 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 Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement 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, conditioned or delayed; provided further, that . 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 inquiryinquiries, claimclaims, assessmentassessments, audit audits or similar event events with respect to a Tax 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 arising out of relating to an Overlap Period. The Purchaser shall, Purchaser shall provide written notice thereof to in good faith, allow the Sellers' RepresentativeRepresentative to make comments to the Purchaser regarding the conduct of or positions taken in any such proceeding.

Controversies. (a) The Purchaser shall notify Sellers' Representative upon the Parent in writing within 30 calendar days of the receipt by the Purchaser or any affiliate of the Purchaser (including Gentek Holdings and its Subsidiaries the 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 taxable period ending on or prior to the Closing Date for which Sellers the Parent may be liable under this Agreement Section 4.12(g)(i) (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' RepresentativeThe Parent, at its sole own expense, shall have the exclusive authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Southern Entities with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authorityTaxing Authority, any other governmental agency or authority or any court and shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any limitations with respect to a Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Sellers' Representative the Parent shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Gentek Holdings the Purchaser or any of its Subsidiaries or any affiliate of the foregoing Southern Entities for any period ending after the Post-Closing DateTax Period, including the portion of the Overlap Period that is after the Closing Dateany Straddle Tax Period, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative The Parent shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Parent shall, in good faith, allow the Purchaser or the Purchaser’s counsel to make comments to the Sellers' Representative, consult with it regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a) above, Purchaser shall have . If the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries for all taxable periods; provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely proceeding affects or may adversely affect Sellers with respect to their obligations the Tax liability of the Purchaser or the Southern Entities for Taxes under this Agreement without the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Post-Closing Tax matter arising out of an Overlap 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 provide written notice thereof to Sellers' Representativebe sent to: X. X. Xxxxxx Company, Inc., 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000, Attention: Vice President and Director of Taxes.

Controversies. (a) Purchaser Parent shall promptly notify Sellers' Representative the Shareholder Representatives in writing upon receipt by Purchaser Parent, Company or any affiliate of Purchaser (including Gentek Holdings and its Subsidiaries after the Closing Date) their respective Affiliates of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a owed by the Company for taxable period periods ending on or prior to the Closing Date for which Sellers may Shareholders would be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' RepresentativeShareholders, at its their sole expense, shall have the exclusive authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Company with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and settling audits; provided, however, that Sellers' Representative Shareholders shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability (or the reporting position) of Purchaser, Gentek Holdings or any of its Subsidiaries Parent or any affiliate of the foregoing for any period ending after the Post-Closing DatePeriod, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period Period") that is after the Closing Date, without the prior written consent of PurchaserParent, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative Shareholders shall keep the Purchaser Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. Shareholders shall, in good faith, allow Purchaser Parent to make comments to the Sellers' Representative, Shareholders regarding the conduct of or positions taken in any such proceeding. (b) . Except as otherwise provided in this Section 7.02(a6.3(g) aboveand (h), Purchaser Parent shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Company for all taxable periods; provided, however, Purchaser 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 Tax matter issue that adversely affects or may adversely affect Sellers with respect the Tax liability of Shareholders or the Company for any period prior to their obligations for Taxes under this Agreement 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 Sellers' RepresentativeShareholder Representatives, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser Buyer shall promptly notify Sellers' Representative Seller in writing upon receipt by Purchaser Buyer or any affiliate Affiliate of Purchaser Buyer (including Gentek Holdings the Company and each of its Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to income Taxes relating to a taxable period ending prior to or ending on and including the Closing Date for which Seller may be liable under this Agreement (a “Tax Matter”). Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of written notice of any Tax Matter of or with respect to the Company or any of its Subsidiaries. The failure of either party so to notify the other party shall not limit such party’s rights under this Article VIII except to the extent such other party is materially prejudiced by such failure. (b) As to Tax Matters relating to any period ending on or prior to the Closing Date for which Sellers may be liable under this Agreement Date, Seller, or its duly appointed representative (any such inquirythe “Tax Representative”) on behalf of Seller, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' Representative, shall at its sole expense, shall expense have the authority to represent the interests of Gentek Holdings the Company and its Subsidiaries (or any the Company and each of its Subsidiaries Subsidiaries) with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative Seller shall consult with Buyer with respect to and shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of PurchaserBuyer, Gentek Holdings the Company or any of its Subsidiaries or any affiliate Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned and Buyer may participate in such Tax Matter at its own expense. Seller or delayed. Sellers' the Tax Representative shall keep the Purchaser fully and timely Buyer reasonably informed with respect to the commencement, status and nature of any Tax Matter and Matter. In addition, Seller shall, in good faith, allow Purchaser Buyer, at its expense, to make comments to Seller or the Sellers' Tax Representative, regarding the conduct of or positions taken in any such proceedingTax Matter. (bc) Buyer, at its sole cost and expense, shall have the authority to represent the interests of the Company and its Subsidiaries (or the Company and each of its Subsidiaries) with respect to any written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Straddle Period. Except as otherwise provided in this Section 7.02(a) above8.02, Purchaser Buyer shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings the Company, and its Subsidiaries any other Tax Matter for all taxable periods; provided, however, Purchaser that Buyer shall not, and shall cause its Affiliates (including the Company and its Subsidiaries) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Straddle Period ending on or prior to the Closing Date without the prior written consent of Sellers' Seller or the Tax Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser So long as assets remain in the Escrow, (1) The Buyer shall promptly notify Sellersthe Shareholders' Representative in writing upon receipt by Purchaser the Buyer or any affiliate of Purchaser the Buyer (including Gentek Holdings the Company and its the Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the any Pre- Closing Date Period for which Sellers the Shareholders may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax MatterTAX MATTER"). Sellers; and (2) the Shareholders' Representative, at its sole expense, may participate in the defense, compromise or resolution of any Tax Matter, and shall have the authority joint authority, with Buyer, to (i) represent the interests of Gentek Holdings or any of the Company and/or its Subsidiaries with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court court, and shall have the right to (ii) control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns, initiating any claim for refund and settling audits; provided, however, that Sellers' Representative so long as assets remain in the Escrow, neither party shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Gentek Holdings the Company or any of its the Subsidiaries or any affiliate of the foregoing for any period ending after on or before the Closing Date, including the portion of the an Overlap Period that is after before the Closing Date, without the prior written consent of PurchaserBuyer and the Shareholders' Representative, which consent shall not be unreasonably withheld. If the parties cannot agree on the settlement of any such Tax matter, conditioned or delayedthe dispute shall be resolved by the Neutral Auditor. Sellers' Representative The parties shall keep the Purchaser each other fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceedingMatter. (b) Except as otherwise provided in this Section 7.02(a) above12.4, Purchaser the Buyer shall have the sole right to control any audit or examination by any taxing authority taking 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 Gentek Holdings the Company and its Subsidiaries subsidiaries for all taxable periods; providedPROVIDED, howeverHOWEVER, Purchaser that so long as assets remain in the Escrow, the Buyer shall not, and shall cause its affiliates (including the Company and its subsidiaries) not to enter into any settlement of any contest or otherwise compromise any Tax matter issue with respect to any taxable period ending after the Closing Date that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes the Tax liability of the Shareholders or the obligation of any Shareholder under this Agreement Section 9.1 without the prior written consent of Sellers' Representativethe Shareholders, which consent shall not be unreasonably withheld. Any refunds of Taxes received by the Company after Closing, conditioned or delayedrelating to any Pre-Closing Period, shall be credited by Buyer against any liability of the Shareholders for indemnification for Taxes payable under Section 9.1; provided further, that upon receipt of written notice in the absence of any inquirysuch Shareholder Tax liability, claim, assessment, audit or similar event with respect to a such Tax matter arising out of an Overlap Period, Purchaser refunds shall provide written notice thereof to Sellers' Representativebe retained by the Company.

Controversies. (a) The Purchaser shall promptly notify Sellers' Representative the Shareholder in writing upon receipt by the Purchaser or any affiliate Affiliate of the Purchaser (including Gentek Holdings and its Subsidiaries the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which Sellers the Shareholder may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' . (b) The Shareholder, or its duly appointed representative (the “Shareholder’s Representative”), at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Company with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Purchaser shall have the right to participate in any Proceeding related to a Tax Matter which may have the effect of increasing the Purchaser’s or the Company’s (or their Affiliate’s) Tax liability for any Tax period ending after the Closing Date, and the Shareholder, the Shareholder’s Representative or the Parent shall not settle or compromise any such Proceeding without the Purchaser’s prior written consent, which consent will not be unreasonably withheld, delayed or conditioned. (c) Neither the Purchaser nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely reasonably be anticipated to affect the Tax liability Liability of Purchaserthe Shareholder, Gentek Holdings the Company or any of its Subsidiaries or any affiliate Affiliate of the foregoing for any period ending after the Closing Date, including the which includes a portion of a period beginning before the Overlap Period that is Closing Date and ending after the Closing DateDate (the “Overlap Period”), without the prior written consent of Purchaserthe Shareholder or the Shareholder’s Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Sellers' Representative The parties hereto shall keep the Purchaser other fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceedingMatter. (bd) Except as otherwise provided in this Section 7.02(a) above10.2, the Purchaser shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Company for all taxable 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 Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' Representativethe Shareholder, which consent shall not be unreasonably withheld, conditioned delayed or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representativeconditioned.

Controversies. (a) Purchaser Maverick shall promptly notify Sellers' Representative the Founders in writing upon receipt by Purchaser Maverick or any affiliate of Purchaser Maverick (including Gentek Holdings and its Subsidiaries Hurricane after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which Sellers the Founders may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' The Founders, or their duly appointed representative (the "Representative"), at its sole expenseexpense on behalf of the Founders, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries Hurricane with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative the Founders shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of PurchaserMaverick, Gentek Holdings or any of its Subsidiaries Hurricane or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period Period") that is after the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned Maverick. The Founders or delayed. Sellers' Representative shall keep the Purchaser Maverick fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Founders shall, in good faith, allow Purchaser Maverick, at its sole expense, to make comments to the Sellers' Founders or the Representative, regarding the conduct of or positions taken in any such proceeding. (b) . Except as otherwise provided in this Section 7.02(a) above11.2, Purchaser Maverick shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries Hurricane for all taxable periods; provided, however, Purchaser that Maverick shall not, and shall cause its affiliates (including Hurricane) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' the Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser shall notify Sellers' Representative upon receipt by Purchaser promptly forward to Seller all notifications and other communications from any Taxing Authority relating to any Tax audit or any affiliate other Proceeding relating to the Tax liability of Purchaser (including Gentek Holdings and its Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events Company with respect to Taxes relating to a taxable year or period (or portion thereof) ending on or prior to the Closing Date for which Sellers may be liable Date. The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' Representative, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries Section 9.01(a) with respect to any increased Tax Matter before the IRS, liability directly or indirectly attributable to any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense, compromise such notification or other resolution communication if the failure to provide such written notice adversely affected the ability of Seller to contest any claim arising from such Tax Matter; provided, however, that Sellers' Representative shall not enter into audit or other Proceeding. Notwithstanding any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Gentek Holdings or any of its Subsidiaries or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative shall keep the Purchaser fully and timely informed with respect provisions to the commencement, status and nature of any Tax Matter and shall, contrary contained in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a) abovethis Agreement, Purchaser shall have the sole right to control and make all decisions regarding the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes (other than any audit or examination by any taxing authority proceeding relating to a Tax Return in which Company’s income and expenses are combined or consolidated with Seller’s), including selection of counsel and selection of a forum for such 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 Gentek Holdings and its Subsidiaries for all taxable periods; provided, however, that in the event such audit or proceeding relates to Taxes for which Seller is responsible and has agreed to indemnify Purchaser pursuant to Section 9.01 hereof, (i) Purchaser and Seller shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Seller shall have the right to participate in such audit or proceeding at Seller’s expense, (iii) Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers agreement with respect the relevant Taxing Authority pertaining to their obligations for such Taxes under this Agreement without the prior written consent of Sellers' RepresentativeSeller, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed; and (iv) Purchaser may, without the written consent of Seller, enter into such an agreement provided further, that upon receipt of written notice of Purchaser shall have agreed in writing to forego any inquiry, claim, assessment, audit or similar event indemnification under this Agreement with respect to a Tax matter arising out such Taxes. In the event of an Overlap Periodany conflict between the provisions of this Section 6.10(b) and any other provision of this Agreement, Purchaser the provisions of this Section 6.10(b) shall provide written notice thereof to Sellers' Representativecontrol.

Controversies. (a) Purchaser Parent shall promptly notify Sellers' the Representative in writing upon receipt by Purchaser Parent or any affiliate Affiliate of Purchaser Parent (including Gentek Holdings and its Subsidiaries the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which Sellers Shareholders may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' RepresentativeShareholders, at its their sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Company with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency Governmental or authority Regulatory Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative no Shareholders nor any of their Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of PurchaserParent, Gentek Holdings the Company or any of its Subsidiaries or any affiliate Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of PurchaserParent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Sellers' Representative Shareholders shall keep the Purchaser Parent fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. Shareholders shall, in good faith, allow Purchaser Parent, at Parent’s sole expense, to make comments to the Sellers' Representative, Shareholders regarding the conduct of or positions taken in any such proceeding. (ba) Except as otherwise provided in this Section 7.02(a) above9.3, Purchaser Parent shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Company for all taxable periods; provided, howeverthat Parent shall not, Purchaser and shall cause its Affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' RepresentativeShareholders, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser CBB shall promptly notify Sellers' Representative Bancorp in writing upon receipt by Purchaser CBB or any affiliate Affiliate of Purchaser (including Gentek Holdings and its Subsidiaries after the Closing Date) CBB of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on Pre-Closing Period or prior to the Closing Date an Overlap Period for which Sellers Bancorp may be liable for indemnification under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' Representative. (b) Bancorp, at its sole expense, shall have the exclusive authority to represent the interests of Gentek Holdings Western (or any CBB as the successor of its Western) and the Western Subsidiaries with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries and settling audits; provided, however, that Sellers' Representative Bancorp 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 Purchaser, Gentek Holdings CBB or any Affiliate of its Subsidiaries or any affiliate of the foregoing CBB for any period ending after the Post-Closing DatePeriod, including the portion of the an Overlap Period that is after the Closing DateDate (including, without limitation, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions or the reduction or loss of credit carry forwards), without the prior written consent of PurchaserCBB, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative shall keep . (c) If Bancorp so elects to assume the Purchaser fully and timely informed with respect to the commencement, status and nature defense of any Tax Matter: (i) Bancorp shall proceed to defend such Tax Matter in a diligent manner with counsel reasonably satisfactory to CBB; (ii) CBB shall make available to Bancorp any non-privileged documents and shallmaterials in the possession of CBB that may be necessary to the defense of such Tax Matter; (iii) Bancorp shall keep CBB informed promptly of all material developments and events relating to such Tax Matter; and (iv) CBB shall have the right to participate (including by retaining legal counsel) at Bancorp's expense, which expense shall include the reasonable fees and expenses of such retained legal counsel, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct defense of or positions taken in any such proceedingTax Matter. (bd) If Bancorp does not elect to assume the defense of any such Tax Matter (or if, after initially assuming such defense, Bancorp fails to actively and diligently assume such defense), CBB may proceed with the defense of such Tax Matter on its own. If CBB so proceeds with the defense of any such Tax Matter on its own: (i) All expenses relating to the defense of such Tax Matter shall be borne and paid exclusively by Bancorp; (ii) Bancorp shall make available to CBB any documents and materials in the possession or control of Bancorp that may be necessary to the defense of such Tax Matter; (iii) CBB shall keep Bancorp promptly informed of all material developments and events relating to such Tax Matter; and (iv) CBB shall have the right to settle, adjust or compromise such Tax Matter with the consent of Bancorp, which consent shall not be unreasonably withheld. (e) Except as otherwise provided in this Section 7.02(a) above9.5, Purchaser CBB shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries Western for all taxable periods; provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement without the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser shall promptly notify Sellers' Representative Seller upon receipt by Purchaser or any affiliate Affiliate of Purchaser (including Gentek Holdings the Company and its Subsidiaries Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events Tax Matter with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter")Agreement. Sellers' RepresentativeSeller, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of the Company and its Subsidiaries Subsidiary with respect to any Tax Matter with respect to Taxes for which Seller may be liable under this Agreement before the IRS, any other taxing authority, any other governmental agency or authority or any court other Governmental Entity and shall have the right to control the defense, compromise or other resolution of such Tax Matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that Sellers' Representative neither Seller nor any of its Affiliates shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Gentek Holdings the Company or its Subsidiary or any of its Subsidiaries or any affiliate Affiliate of the foregoing for any period ending after the Post-Closing Date, including the portion of the Overlap Period that is after the Closing DatePeriod, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative Seller shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and with respect to Taxes for which Seller may be liable under this Agreement. Seller shall, in good faith, allow Purchaser to make comments to the Sellers' RepresentativeSeller, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a) above7.2(a), or if Seller does not elect to control a proceeding pursuant to Section 7.2(a), Purchaser shall have the sole right to control any audit or examination by any taxing Tax authority and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating to, the income, assets or operations of Gentek Holdings the Company and its Subsidiaries Subsidiary for all taxable periods; provided, however, that Purchaser shall not, and shall cause the Company and its Subsidiary not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date that could increase the Tax liability of Seller without the prior written consent of Sellers' RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser The Purchasers shall promptly notify Sellers' Representative the Seller in writing upon receipt by Purchaser the Purchasers or any affiliate of Purchaser the Purchasers (including Gentek Holdings and its Subsidiaries the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which Sellers the Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' The Seller, or his duly appointed representative (the "Seller's Representative"), at its his sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Company with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative neither the Seller nor any of his affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaserthe Purchasers, Gentek Holdings or any of its Subsidiaries the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period Period") that is after the Closing Date, without the prior written consent of Purchaserthe Purchasers, which consent shall not be unreasonably withheld, conditioned . The Seller or delayed. Sellers' the Seller's Representative shall keep the Purchaser Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Seller shall, in good faith, allow Purchaser the Purchasers, at their sole expense, to make comments to the Sellers' Seller or the Seller's Representative, regarding the conduct of or positions taken in any such proceeding. (b) . Except as otherwise provided in this Section 7.02(a) above9.2, Purchaser the Purchasers shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Company for all taxable periods; provided, however, Purchaser 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 Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' Representativethe Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser The Purchasers shall promptly notify Sellers' Representative the Seller in writing upon receipt by Purchaser the Purchasers or any affiliate of Purchaser the Purchasers (including Gentek Holdings and its Subsidiaries Continental after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers the Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' The Seller, or his duly appointed representative (the "Seller's Representative"), at its his sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries Continental with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Returns and settling audits; provided, however, that Sellers' Representative neither the Seller nor any of his affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaserthe Purchasers, Gentek Holdings or any of its Subsidiaries Continental or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period Period") that is after the Closing Date, without the prior written consent of Purchaserthe Purchasers, which consent shall not be unreasonably withheld, conditioned . The Seller or delayed. Sellers' Representative the Seller's Represen- tative shall keep the Purchaser Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Seller shall, in good faith, allow Purchaser the Purchasers to make comments to the Sellers' Seller or the Seller's Representative, regarding the conduct of or positions taken in any such proceeding. (b) . Except as otherwise provided in this Section 7.02(a) above9.2, Purchaser the Purchasers shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries Continental for all taxable periods; provided, however, Purchaser 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 Tax matter issue that adversely affects or may adversely affect Sellers with respect the Tax liability of the Seller for any period ending on or prior to their obligations for Taxes under this Agreement the Closing Date without the prior written consent of Sellers' Representativethe Seller, which consent shall not be unreasonably withheld, conditioned . The Purchasers shall keep the Seller or delayed; provided further, that upon receipt of the Seller's Representative fully and timely informed with respect to any written notice of any inquiryinquiries, claimclaims, assessmentassessments, audit audits or similar event with respect events that affect or may affect the Tax liability of the Seller for any period ending on or prior to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.the

Controversies. (ai) Purchaser shall promptly notify Sellers' Representative Seller upon receipt by Purchaser or any affiliate of Purchaser (including Gentek Holdings each Company and its Subsidiaries 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 taxable period ending on or prior to the applicable Closing Date or any loss, disallowance, or recapture of any tax credit, in each case for which Sellers Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' RepresentativeSeller, or the Seller’s representative, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries Company with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative 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 of Purchaser, Gentek Holdings any Company or any of its Subsidiaries the Companies’ subsidiaries or any affiliate of the foregoing for any period ending after the applicable Closing Date, including the portion of the Overlap Straddle Period that is after the applicable Closing Date, without the prior written consent of Purchaser, which consent ; and provided further that Purchaser shall not be unreasonably withheld, conditioned have the right to control any Tax Matter that concerns or delayedimplicates the valuation of the Assets of any Company. Sellers' Representative Seller or Seller’s representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. Seller shall, in good faith, allow Purchaser to make comments to the Sellers' RepresentativeSeller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding. (bii) Except as otherwise provided in Section 7.02(a6.5(a)(i) above, or if Seller does not elect to control a proceeding pursuant to Section 6.5(a)(i) above, Purchaser shall have the sole right to control any audit or examination by any taxing authority tax authority, initiate any claim for refund, amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating to, the income, assets or operations of Gentek Holdings and its Subsidiaries any Company for all taxable periods; provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement without the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) The Purchaser shall notify Sellers' Representative upon the Seller in writing within 30 days of the receipt by the Purchaser or any affiliate of the Purchaser (including Gentek Holdings and its Subsidiaries a TDI Company or 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 taxable period ending on or prior to the Pre-Closing Date Tax Period for which Sellers the Seller may be liable under this Agreement Section 4.6(g)(i) (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' RepresentativeFor Tax Matters relating solely to a Pre-Closing Tax Period for which the Seller acknowledges in writing its liability under Section 4.6(d), the Seller, at its sole own expense, shall have the exclusive authority to represent the interests of Gentek Holdings or any of its the TDI Companies and the TDI Subsidiaries with respect to any Tax Matter before the IRS, any other taxing authorityTaxing Authority, any other governmental agency or authority or any court and shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Sellers' Representative 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 of the Purchaser, Gentek Holdings any TDI Company or any of its Subsidiaries or any affiliate of the foregoing TDI Subsidiary for any period ending after the Post-Closing DateTax Period, including the portion of the Overlap Period that is after the Closing Dateany Straddle Tax Period, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative The Seller shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Seller shall, in good faith, allow the Purchaser or the Purchaser’s counsel to make comments to the Sellers' Representative, consult with it regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided . For Tax Matters relating to Straddle Tax Periods, each of the Seller and the Purchaser may participate, at its own expense, in Section 7.02(a) above, Purchaser shall have representing the sole right to control any audit or examination by any taxing authority interests of the TDI Companies 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 Gentek Holdings and its Subsidiaries for all taxable periodsTDI Subsidiaries; provided, however, Purchaser that the representation shall not enter into any settlement be controlled by that party which would bear the burden of or the greater portion of the sum of the adjustments that may reasonably be anticipated. Unless otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect provided by the Seller in writing to their obligations for Taxes under the Purchaser, all notices required by this Agreement without the prior written consent 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 Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' RepresentativeTaxes.

Controversies. (a) Purchaser Purchasers shall notify Sellers' Representative upon Sellers in writing within 10 days of the receipt by Purchaser Purchasers or any affiliate of Purchaser Purchasers (including Gentek Holdings and its Subsidiaries the 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 taxable period ending on or prior to the Pre-Closing Date Tax Period for which Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). For Tax Matters relating solely to a Pre-Closing Tax Period, Sellers' Representative, at its sole their own expense, shall have the exclusive authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Acquired Companies with respect to any Tax Matter before the IRS, any other taxing authorityTaxing Authority, any other governmental agency or authority Governmental Authority or any court and shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and settling audits or lawsuits; provided, however, that Sellers' Representative 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 of Purchaser, Gentek Holdings Purchasers or any of its Subsidiaries or any affiliate of the foregoing Acquired Companies for any period ending after the Post-Closing DateTax Period, including the portion of the Overlap Period that is after the Closing Dateany Straddle Tax Period, without the prior written consent of PurchaserPurchasers, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative Sellers shall keep the Purchaser Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. Sellers shall, in good faith, allow Purchaser Purchasers or Purchasers’ counsel to make comments to the Sellers' Representative, consult with it regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided . For Tax Matters relating to Straddle Tax Periods, each of Sellers and Purchasers may participate, at their own expense, in Section 7.02(a) above, Purchaser shall have representing the sole right to control any audit or examination by any taxing authority and contest, resolve and defend against any assessment for additional Taxes, notice interests of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of Gentek Holdings and its Subsidiaries for all taxable periodsAcquired Companies; provided, however, Purchaser 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 enter into any settlement of settle or otherwise compromise any such Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement Matter without the prior written consent of Sellers' Representativethe non-controlling party, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser Buyer shall promptly notify Sellers' Representative the Shareholder in writing upon receipt by Purchaser Buyer or any affiliate of Purchaser Buyer (including Gentek Holdings and its Subsidiaries the Company) after the Closing Date) Date of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers may be the Shareholder is liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' Representative. (b) The Shareholder, at its his sole expense, shall have the authority to represent the interests of Gentek Holdings or any the Company and those of its Subsidiaries subsidiaries with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court Governmental Authority and shall have the right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative neither the Company 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 of Purchaser, Gentek Holdings Company (or any of its Subsidiaries or any affiliate Affiliate of the foregoing Company) for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Sellers' Representative . (c) The Shareholder shall keep the Purchaser Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceedingMatter. (bd) Except as otherwise provided in Section 7.02(a7.05(b) above, Purchaser Buyer shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings the Company and its Subsidiaries subsidiaries for all taxable periods; . Notwithstanding the preceding sentence, Shareholder 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 and its subsidiaries solely for taxable periods ending on or before the Closing Date for which the Shareholder is liable for Taxes (any such audit, examination, claim, amendment, assessment, notice, or other adjustment a “Shareholder Tax Matter”), provided, however, Purchaser that neither Shareholder nor any of its Affiliates shall not enter into any settlement of or otherwise compromise any Shareholder Tax matter Matter that adversely affects or may adversely affect Sellers with respect to their obligations the Tax liability of Buyer, the Company or any of its subsidiaries or any Affiliate of the foregoing for Taxes under this Agreement any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Sellers' RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event . Shareholder shall keep the Buyer fully and timely informed with respect to a the commencement, status and nature of any Shareholder Tax matter arising out Matter. Shareholder shall, in good faith, allow Buyer to make comments to Shareholder, regarding the conduct of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representativeor positions taken in any such proceeding.

Controversies. (a) Purchaser GRE shall promptly notify Sellers' Representative MP in writing upon receipt by Purchaser GRE or SRE or any affiliate of Purchaser (including Gentek Holdings and its Subsidiaries GRE or SRE after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which Sellers SRE may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax MatterTAX MATTER"). Sellers' RepresentativeMP, or its duly appointed representative (the "MP REPRESENTATIVE"), at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries SRE with respect to any Tax Matter before the IRSInternal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; providedPROVIDED, howeverHOWEVER, that Sellers' Representative neither MP 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 of Purchaser, Gentek Holdings GRE or any of its Subsidiaries or any affiliate of the foregoing SRE for any period ending after the Closing Date, including the portion of a period beginning before the Overlap Period Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayedGRE. Sellers' The MP Representative shall keep the Purchaser GRE fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The MP Representative shall, in good faith, allow Purchaser GRE, at its sole expense, to make comments to the Sellers' MP Representative, regarding the conduct of or positions taken in any such proceeding. (b) Proceeding. Except as otherwise provided in this Section 7.02(a) above13.04(b), Purchaser GRE shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries SRE for all taxable periods; providedPROVIDED, howeverHOWEVER, Purchaser that GRE shall not, and shall cause its affiliates (including SRE) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' RepresentativeMP, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser shall promptly notify Sellers' Representative Seller in writing upon receipt by Purchaser or any affiliate Affiliate of Purchaser (including Gentek Holdings and its Subsidiaries Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' RepresentativeSeller, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries Company with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency Governmental Body or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter; provided, howeverincluding responding to inquiries, that Sellers' Representative filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter. Neither Purchaser 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 Purchaser, Gentek Holdings Seller or any of its Subsidiaries or any affiliate of the foregoing Company for any period ending after the Closing Date, including the which includes a portion of a period beginning before the Overlap Period that is Closing Date and ending after the Closing DateDate (the “Overlap Period”), without the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Sellers' Representative The parties hereto shall keep the Purchaser other fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceedingMatter. (b) Except as otherwise provided in this Section 7.02(a) above7.2, Purchaser shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries Company for all taxable periods; provided, however, that Purchaser shall not, and shall cause its Affiliates (including Company) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned delayed or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representativeconditioned.

Controversies. (a) Purchaser IRET shall promptly notify Sellers' Representative the Shareholders in writing upon receipt by Purchaser IRET or any affiliate Affiliate of Purchaser IRET (including Gentek Holdings and its Subsidiaries the Surviving Corporation after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to or ending on and including the Closing Date for which Sellers the Shareholders may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax MatterMatter "). SellersThe Shareholders, or their duly appointed representative (the "Shareholders' Representative"), at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Company with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative neither the Shareholders nor any of their 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 PurchaserIRET, Gentek Holdings the Surviving Corporation or any of its Subsidiaries or any affiliate Affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period Period") that is after the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned IRET. The Shareholders or delayed. Sellersthe Shareholders' Representative shall keep the Purchaser IRET fully and timely informed with respect to the commencement, status and nature of any Tax Matter and Matter. The Shareholders shall, in good faith, allow Purchaser IRET, at its sole expense, to make comments to the SellersShareholders or the Shareholders' Representative, regarding the conduct of or positions taken in any such proceeding. (b) Proceeding. Except as otherwise provided in this Section 7.02(a) above11.5(b), Purchaser IRET shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Company and/or the Surviving Corporation for all taxable periods; provided, howeverhowever , Purchaser that IRET shall not, and shall cause its Affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' Representativethe Shareholders, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representative.

Controversies. (a) Purchaser The Purchasers’ Representative shall promptly notify the Sellers' ’ Representative upon receipt by Purchaser the Purchasers or any affiliate Related Persons of any Purchaser (including Gentek Holdings and its Subsidiaries the Target Companies after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Rockwood Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). The Rockwood Sellers or the Sellers' ’ Representative, at their or its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Target Companies with respect to any Tax Matter before the IRS, any other taxing Tax authority, any other governmental agency or authority Governmental Body or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, however, that Sellers' Representative neither the Rockwood Sellers nor any of their Related Persons shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaserthe Purchasers, Gentek Holdings any Subsidiaries of the Purchasers, the Target Companies or any of its Subsidiaries or any affiliate Related Persons of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Purchaserthe Purchasers, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Rockwood Sellers or the Sellers' ’ Representative shall keep the Purchaser Purchasers fully and timely informed with respect to the commencement, status and nature of any Tax Matter and that may affect the liability of the Target Companies for periods after the Closing. The Rockwood Sellers shall, in good faith, allow Purchaser the Purchasers to make comments to the Rockwood Sellers or Sellers' ’ Representative, as the case may be, regarding the conduct of or positions taken in any such proceedingproceeding that may affect the liability of the Target Companies for periods after the Closing. (b) Except as otherwise provided The Sellers’ Representative and the Purchasers’ Representative shall jointly control the defense, compromise or other resolution of any Tax Matter related to an Overlap Period, which control shall be exercised reasonably and in Section 7.02(agood faith with due regard to the relative Tax liability potentially incurred by either party. The parties shall keep each other fully and timely informed with respect to the commencement, status and nature of any such Tax Matter. (c) above, Purchaser The Purchasers shall have the sole right to control any audit Tax Matter before any Governmental Body, initiate any claim for refund or examination by amend any taxing authority Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating to, the income, assets or operations of Gentek Holdings and its Subsidiaries the Target Companies or the ownership of the Purchased IP or the Purchased Equity Interests for all taxable periods; provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement without periods beginning after the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' RepresentativeClosing Date.

Controversies. (a) Purchaser shall promptly notify Sellers' Representative Sellers in writing upon receipt by Purchaser or any affiliate Affiliate of Purchaser (including Gentek Holdings and its Subsidiaries the Companies after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "“Tax Matter"”). Sellers' Representative, at its sole expense, shall have the authority to represent the interests of Gentek Holdings or any of its Subsidiaries the Companies with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency Governmental Body or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter; provided, howeverincluding responding to inquiries, that Sellers' Representative filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter. Neither Purchaser 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 Purchaser, Gentek Holdings Sellers or any of its Subsidiaries or any affiliate of the foregoing Companies for any period ending after the Closing Date, including the which includes a portion of a period beginning before the Overlap Period that is Closing Date and ending after the Closing DateDate (the “Overlap Period”), without the prior written consent of PurchaserSellers, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Sellers' Representative The parties hereto shall keep the Purchaser other fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceedingMatter. (b) Except as otherwise provided in this Section 7.02(a) above8.2, Purchaser shall have the sole right to control any audit or examination by any taxing authority 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 Gentek Holdings and its Subsidiaries the Companies for all taxable periods; provided, however, that Purchaser shall not, and shall cause its Affiliates (including the Companies) not to, enter into any settlement of any contest or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers issue with respect to their obligations for Taxes under this Agreement the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Sellers' Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayed; provided further, that upon receipt of written notice of any inquiry, claim, assessment, audit or similar event with respect to a Tax matter arising out of an Overlap Period, Purchaser shall provide written notice thereof to Sellers' Representativeconditioned.

Controversies. (ai) Purchaser shall notify Sellers' Representative upon receipt by Purchaser or any affiliate of Purchaser Except as provided in (including Gentek Holdings and its Subsidiaries after the Closing Dateii) of written notice of any inquiriesbelow, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Sellers' RepresentativeABX shall, at its sole cost and expense, shall have the exclusive authority to represent the interests of Gentek Holdings or any of its Subsidiaries with respect to any Tax Matter before the IRS, any other taxing authority, any other governmental agency or authority or any court and shall have the right to control the defense, compromise or other resolution of any Tax Matter; provided, however, that Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Gentek Holdings or any of its Subsidiaries or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers' Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall, in good faith, allow Purchaser to make comments to the Sellers' Representative, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a) above, Purchaser shall have the sole right to control any audit or examination by any taxing authority authority, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating to, the income, assets to any liability of Cargo or operations of Gentek Holdings and its Subsidiaries for all Taxes for any Pre-Closing Period, Overlap Period, or other taxable periodsyear or taxable period ending after the Closing Date (the “Post-Closing Period”); provided, however, Purchaser shall not enter into any settlement of or otherwise compromise any Tax matter that adversely affects or may adversely affect Sellers with respect to their obligations for Taxes under this Agreement (A) neither ABX nor its duly appointed Representative shall, without the prior written consent of the Sellers' Representative, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that upon receipt of written notice enter into any settlement of any inquirycontest or otherwise compromise any issue that adversely affects or is likely to adversely affect the Tax liability of Sellers or any of its affiliates for any Pre-Closing Period or the portion of the Overlap Period ending on and including the Closing Date, claim(B) neither ABX nor its Representative shall, assessmentwithout the prior consent of Sellers, audit which consent shall not be unreasonably withheld, conditioned or similar event delayed, enter into any settlement of any contest or otherwise compromise any issue that would result in a proper reduction in liability accruals for Taxes on the Closing Balance Sheet (unless, as a result of any other adjustment(s) to the Closing Balance Sheet that would be required under FAS 109, the Final Net Asset Value would not have been reduced had such reduction in liability accruals and such other adjustment(s) been made at the time that the Final Net Asset Value was determined pursuant to Section 7.5(e)) or require payment by Sellers of any amount under this Section 9.10 unless ABX shall have waived or caused to be waived for itself and Cargo and its Subsidiaries any right to indemnification for any such amounts from Sellers and (C) ABX shall keep Sellers fully and timely informed with respect to the commencement and status of any audit or examination that adversely affects or is likely to adversely affect the Tax liability of Sellers or any of its affiliates for any Pre-Closing Period or the portion of the Overlap Period ending on and including the Closing Date, and shall, in good faith, allow Sellers, at its sole expense, (1) to make comments to ABX, regarding the conduct of or positions taken in any such proceedings and (2) to participate in, but not control, any such proceedings. (ii) Notwithstanding Section 9.10(h)(i), if it is (or becomes) clear in any audit or examination that the sole issues that are (or remain) the subject of the audit or examination relate to items for which Sellers are solely liable pursuant to this Agreement (a “Sellers’ Audit”), with respect to such Sellers’ Audit, Sellers and Sellers Representative shall, at their sole cost and expense, have the exclusive authority to control such audit or examination and contest, and resolve and defend against any assessment for additional Taxes, notice of Tax matter arising out deficiency or other adjustment of an Overlap PeriodTaxes; provided, Purchaser however, that (A) Sellers shall provide written notice thereof keep ABX fully and timely informed with respect to the commencement and status of any such audit or examination that adversely affects or is likely to adversely affect the Tax liability of ABX or any of its Affiliates, and shall, in good faith, allow ABX, at its sole expense, (1) to make comments to Sellers' Representative, regarding the conduct of or positions taken in any such proceedings and (1) to participate in, but not control, any such proceedings and (B) neither Sellers nor Sellers Representative shall, without the prior written consent of ABX, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any settlement of such Sellers Audit that adversely affects or is likely to adversely affect the Tax liability of ABX or any of its Affiliates.