Common use of Controversies Clause in Contracts

Controversies. (a) Buyer shall notify Sellers’ Representative in writing within ten (10) days of the receipt by Buyer or the Company of written notice of any inquiries, audits, examinations, assessments, proceedings from any Taxing Authority with respect to Taxes of the Company for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). Sellers’ Representative may, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer shall keep Sellers’ Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer shall notify SellersAs long as there is a positive balance in the Escrow Fund, the Stockholders’ Representative in writing within ten (10) days of the receipt by Buyer or the Company of written notice of any inquiries, audits, examinations, assessments, proceedings from any Taxing Authority with respect to Taxes of the Company for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). Sellers’ Representative mayshall, at its own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the exclusive authority to control any audit or examination by any taxing authority, with respect to such Tax Matterinitiate any claim for refund, to represent the interests of the Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of amend any such Tax Matter subject to the limitations contained herein, including responding to inquiriesReturn, and contestingcontest, defending resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating toto any liability of the Company for any Taxes for which the stockholders and Optionholders of Holdings are liable under this Agreement; provided, such Tax Matter. Buyer has however, that the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. SellersStockholders’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Periodnot, without the prior written consent of Buyer. Sellers’ Representative the Parent, which consent shall keep Buyer fully and timely informed with respect to the commencementnot be unreasonably withheld, status and nature conditioned or delayed, enter into any settlement of any such contest or otherwise compromise any issue that materially affects or may materially affect the Tax Matter, and will, in good faith, allow Buyer liability of the Parent or Buyer’s counsel to consult with it regarding any of its Subsidiaries for any taxable year or other taxable period ending after the conduct Closing Date or the portion of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityOverlap Period beginning after the Closing Date. (b) Buyer has Except as provided in Section 12.2(a), the right to represent Parent shall have the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right exclusive authority to control the defenseany audit or examination by any taxing authority, compromise or other resolution of initiate any such Straddle Period Tax Matterclaim for refund, including responding to inquiriesamend any Return, filing Tax Returns and contestingcontest, defending resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers the Company or its Subsidiaries; provided, however, that neither the Parent nor its duly appointed representative(s) shall, without the prior written consent of Sellersthe Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer shall keep Sellersenter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability for which the Stockholders’ Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityis liable under this Agreement.

Controversies. (a) Buyer shall notify Sellers’ Representative Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments, assessments or other proceedings from any Taxing Authority with respect to Taxes of the Acquired Company for which Sellers Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessmentaudit, proceeding examination, assessment or similar event, a “"Tax Matter”"); provided, however that any failure by Xxxxx to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Sellers’ Representative Seller may, at its Seller's own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b7.7.5(b)). If Sellers’ Representative Seller assumes such defense, Sellers’ Representative Seller shall have the authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.the (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, assessment or proceeding or other similar event relating to a Straddle Period (a “"Straddle Period Tax Matter”") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: then (ai) Sellers’ Representative Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his Seller's own expense, separate from counsel employed by Buyer, (bii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers Seller or results in an indemnity obligation under this Agreement without the prior written consent of Sellers’ RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed, and (ciii) Buyer shall keep Sellers’ Representative Seller informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative Seller or his Seller's counsel to consult with it Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer The Purchaser shall promptly notify the Sellers’ ' Representative in writing within ten (10) days upon receipt by the Purchaser or any affiliate of the receipt by Buyer or Purchaser (including Arcon Holdings and the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending on or prior to the Company Closing Date for which the Sellers would may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “"Tax Matter”"). The Sellers’ Representative may' Representative, at its own expensethe sole expense of the Sellers, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, exclusive authority to represent the interests of the Company Companies with respect to any Tax Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax returns and contestingsettling audits; provided, defending however, that the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser, Arcon Holdings, or the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the Post-Closing Period, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed. The Sellers' Representative shall keep the Purchaser reasonably informed with respect to the commencement, status and nature of any Tax Matter. The Sellers' Representative shall, in good faith, allow the Purchaser to make comments to the Sellers' Representative regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in Section 9.1, this Section 9.4, Section 9.8 and Section 9.9 the Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right income, assets or operations of the Companies for all taxable periods; provided, however, that the Purchaser shall not, and shall cause its affiliates (but including the Companies) not the duty) to participate in the defense of such Tax Matter and to employ counselto, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter to the extent issue that it adversely affects or may adversely affect the Tax liability of Buyerthe Sellers, Arcon Holdings or the Company or any Affiliate of any of the foregoing for any PostPre-Closing Tax Period, including any Straddle Periodthe portion of an Overlap Period ending on or prior to the Closing Date, without the prior written consent of Buyerthe Sellers' Representative, which consent shall not be unreasonably withheld or delayed. Sellers’ Representative The Purchaser shall keep Buyer fully and timely the Sellers' Representative reasonably informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed matter conducted by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer shall keep Sellers’ Representative informed Purchaser with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and willOverlap Period. The Purchaser shall, in good faith, allow Sellers’ ' Representative or his counsel to consult with it make comments to the Purchaser regarding the conduct of or positions position taken in any such proceeding and with respect to be present at any meetings or proceedings with the relevant Taxing AuthorityOverlap Period.

Controversies. (a) Buyer shall notify Sellers’ Representative Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments, assessments or other proceedings from any Taxing Authority with respect to Taxes of the Acquired Company for which Sellers Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessmentaudit, proceeding examination, assessment or similar event, a “"Tax Matter”"); provided, however that any failure by Xxxxx to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Sellers’ Representative Seller may, at its Seller's own expense, participate in and, upon notice to BuyerXxxxx, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.Date (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, assessment or proceeding or other similar event relating to a Straddle Period (a “"Straddle Period Tax Matter”") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: then (ai) Sellers’ Representative Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his Seller's own expense, separate from counsel employed by Buyer, (bii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers Seller or results in an indemnity obligation under this Agreement without the prior written consent of Sellers’ RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed, and (ciii) Buyer shall keep Sellers’ Representative Seller informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative Seller or his Seller's counsel to consult with it Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer The Purchaser shall promptly notify Sellers’ Representative the Sellers in writing within ten (10) days upon receipt by the Purchaser or any affiliate of the receipt by Buyer or Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending on or prior to the Company Closing Date for which the Sellers would may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”"TAX MATTER"). The Sellers’ Representative may, at its own their sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, exclusive authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to extend or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax returns and contestingsettling audits; PROVIDED, defending HOWEVER, that the Sellers shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser or the Company or any affiliate of the foregoing for any Post-Closing Period, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Sellers shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Sellers shall, in good faith, allow the Purchaser to make comments to the Sellers regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Article IX, the Purchaser shall at its sole expense 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 and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right income, assets or operations of the Company for all taxable periods; PROVIDED, HOWEVER, that the Purchaser shall not, and shall cause its affiliates (but including the Company) not the duty) to participate in the defense of such Tax Matter and to employ counselto, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of any contest or otherwise compromise any such Tax Matter to the extent issue that it adversely affects or may adversely affect the Tax liability of Buyer, the Sellers or the Company or any Affiliate of any of the foregoing for any PostPre-Closing Tax Period, including any Straddle Period, Period without the prior written consent of Buyer. the Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer shall keep Sellers’ Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer shall notify Sellers’ Representative in writing within ten (10) days of the receipt by Buyer Seller, or the Company Seller’s Representative, at its sole expense, shall have the authority to represent the interests of written notice of GTN LLC with respect to any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority with respect to Taxes of the Company for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding audits or similar eventevents (each, a “Tax Matter”). Sellers’ Representative may, at its own expense, participate in and, upon notice ) relating to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before prior to the Closing Date (but not a Straddle Periodbefore the U.S. Internal Revenue Service, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the any other taxing authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify ; provided, however, that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Buyer (or its direct or indirect partners), GTN LLC 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 Sellers’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer . Seller or the Seller’s representative shall keep Sellers’ Representative Buyer fully and timely informed with respect to the commencement, status, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such Straddle Period Tax Matter, and willproceedings. Seller shall, in good faith, allow Sellers’ Representative Buyer, at its sole expense, to make comments to Seller or his counsel to consult with it Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding. (b) Except as otherwise provided in Section 7.04(a), from and after the Closing, Tax Matters will be present at any meetings or proceedings handled in accordance with the relevant Taxing AuthorityGTN A&R LLC Agreement.

Controversies. (a) Buyer Except with respect to matters relating to the Sales Tax Indemnity, the Purchaser shall promptly notify the Sellers’ Representative in writing within ten (10) days upon receipt by the Purchaser or any Affiliate of the receipt by Buyer or Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending on or prior to the Company Closing Date for which the Sellers would may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). Except with respect to matters relating to the Sales Tax Indemnity, the Sellers’ Representative mayRepresentative, or its Representative, at its own the Sellers’ sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority IRS, any other taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would ; provided, that (i) the Purchaser, at its own expense, shall be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) allowed to participate in such Tax Matters and (ii) neither the defense Sellers’ Representative, any Seller nor any of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer its Affiliates shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of the Purchaser, the Company 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 the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Sellers’ Representative, the Sellers or their Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Sellers’ Representative shall, in good faith, allow the Purchaser to make comments to the Sellers’ Representative, the Sellers or their Representative, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 7.02(a), or if the Sellers’ Representative does not elect to control a proceeding pursuant to Section 7.02(a), the Purchaser shall have the sole right to control any audit or examination by any Tax 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 the Company for all taxable periods; provided, however, that, except with respect to any Returns relating to Applicable Sales/Use Tax and the Sales Tax Indemnity, the Purchaser shall not, and shall cause the Company not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date that could increase the Tax liability of the Sellers without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Except with respect to any Returns relating to Applicable Sales/Use Tax and the Sales Tax Indemnity, and (c) Buyer shall keep in the event the Sellers may be liable for any amount related to an Overlap Period, the Sellers’ Representative informed with respect to the commencementmay participate in, statusbut not control, and nature of any such Straddle Period Tax Matteraudit or examination, and will, in good faith, allow Sellers’ Representative or at his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityown expense.

Controversies. (a) The Buyer shall promptly notify Sellers’ Representative the Sellers in writing within ten (10) days upon receipt by the Buyer or any Affiliate of the receipt by Buyer or (including each RE Holding LLC after the Company Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes relating to the Purchased Assets or the income, assets or operations of such Person for a taxable period ending prior to or ending on and including the Company Closing Date for which Sellers would a Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). Sellers’ Representative may, at its own expense, participate If Sellers acknowledge their liability in and, upon notice writing to Buyer, assume the defense Buyer for all of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, Taxes which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have are the authority, with respect to subject of such Tax Matter, the Sellers or their duly appointed representative (the “Tax Representative”), at their sole expense, shall have the authority to represent the interests of the Company Buyer, any Affiliate of Buyer, and each RE Holding LLC with respect to any Tax Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If , provided, however, that none of the Sellers would be required to indemnify nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of their respective Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability of Sellers the Buyer and each RE Holding LLC 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”), without the prior written consent of Sellers’ Representative, the Buyer which consent shall not be unreasonably withheld, conditioned . The Sellers or delayed, and (c) Buyer their Tax Representative shall keep Sellers’ Representative the Buyer fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and willBuyer shall receive copies of all notices, filings and correspondence with respect to such Tax Matter. The Sellers shall, in good faith, allow Sellers’ the Buyer, at its sole expense, to make comments to the Sellers or their Tax Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding proceeding. (b) Except as otherwise provided in this Section 11.2, the Buyer 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 Purchased Assets or the income, assets or operations of each RE Holding LLC for all taxable periods, provided, however, that the Buyer shall not, and shall cause its Affiliates (including each RE Holding LLC) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Sellers, which consent shall not be present at any meetings or proceedings with the relevant Taxing Authorityunreasonably withheld.

Controversies. (a) The Buyer shall promptly notify Sellers’ Representative in writing within ten (10) days the Sellers upon receipt by the Buyer or any Affiliate of the receipt by Buyer or (including the Company and its Subsidiaries after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending on or prior to the Company Closing Date for which Sellers would may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). The Sellers’ Representative may, at its own their option and sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company and its Subsidiaries with respect to any Tax Matter before the relevant Taxing Authority 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 such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If ; provided, however, that neither the Sellers would be required to indemnify nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of their Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability of Sellers the Buyer, the Company 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 Sellers’ Representativethe Buyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (c) Buyer . The Sellers shall keep Sellers’ Representative the Buyer informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will. The Sellers shall, in good faith, allow Sellers’ Representative or his counsel the Buyer, at its sole expense, to consult with it make comments to the Sellers regarding the conduct of or positions taken in any such proceeding and proceeding, provided that the Sellers shall make the ultimate decision regarding the conduct or positions to be present taken. In the event the Sellers do not elect to represent the interests of the Company and its Subsidiaries in connection with a Tax Matter in accordance with this Section 7.3(a), the Buyer shall assume such defense, at the Sellers’ sole expense, and shall keep the Sellers informed with respect to the status and nature of such Tax Matter. In such event, the Buyer shall, in good faith, allow the Sellers, at their sole expense, to make comments to the Buyer regarding the conduct of or positions taken in any meetings such proceeding, provided that the Buyer shall make the ultimate decision regarding the conduct or proceedings positions to be taken. (b) Except as otherwise provided in Section 7.3(a) above, the Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company and its Subsidiaries for all taxable periods; provided, however, that Buyer shall not, and shall cause its Affiliates (including the Company and its Subsidiaries after the Closing Date) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the relevant Taxing Authorityportion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed. The Buyer shall keep the Sellers informed with respect to the status and nature of any audit or examination by any taxing authority with respect to an Overlap Period and shall, in good faith, allow the Sellers, at their sole expense, to make comments to the Buyer regarding the conduct of or positions taken in any such proceeding, provided that the Buyer shall make the ultimate decision regarding the conduct or positions to be taken.

Controversies. (a) Buyer shall notify the Sellers’ ' Representative in writing within ten (10) days of the upon receipt by Buyer or the Company any Affiliate of written Buyer of any notice of any inquiries, audits, examinations, assessments, proceedings Proceedings or similar events received from any Taxing Governmental Authority with respect to Taxes of the Company for which Sellers would be required to indemnify Buyer, the Company, or any Buyer Indemnitee of their Affiliates pursuant to this Agreement Section 11.1 (any such inquiry, assessment, proceeding Proceeding or similar event, a “"Tax Matter”"). The Sellers’ ' Representative may, at its own expensethe expense of Sellers, participate in any Tax Matter and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not Matter, other than a Straddle Period, which is governed by Section 8.6.4(b))Period Tax Matter. If the Sellers’ ' Representative assumes such defense, the Sellers’ ' Representative shall will have the authority, with respect to such any Tax Matter, to represent the interests of the Company before the relevant Taxing Governmental Authority and shall will have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Sellers’ ' Representative. The Sellers’ ' Representative shall must not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company Company, or any Affiliate of any of the foregoing for any Tax period beginning after the Closing Date ("Post-Closing Tax Period, including any ") or a Post-Closing Straddle Period, Period without the prior written consent of Buyer. The Sellers’ ' Representative shall must keep Buyer fully and timely informed with respect to the commencement, status status, and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding. (b) Buyer has will have the right to represent the interests of the Company before the relevant Taxing Governmental Authority with respect to any inquiry, audit, examination, assessment, proceeding Proceeding or other similar event relating to a Straddle Period (a “"Straddle Period Tax Matter”") and has will have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify Buyer, the Company or any Buyer Indemnitee of their Affiliates pursuant to this Agreement Section 11.1 with respect to such Straddle Period Tax Matter then: (aA) the Sellers’ ' Representative shall have has the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his its own expense, separate from counsel employed by Buyer, (bB) Buyer shall must not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers without the prior written consent of the Sellers’ ' Representative, which consent shall may not be unreasonably withheld, conditioned withheld or delayed, and (cC) Buyer shall must keep the Sellers’ ' Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow the Sellers’ ' Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) Buyer Purchaser shall promptly notify Sellers’ Representative in writing within ten (10) days of the Seller upon receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending prior to or ending on and including the Company Closing Date for which Sellers would Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “"Tax Matter”"). Sellers’ Representative maySeller, at its own sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing IRS, any other taxing authority, any other Governmental or Regulatory Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify ; provided that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Purchaser, the Company 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 Sellers’ RepresentativePurchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (c) Buyer . Seller shall keep Sellers’ Representative Purchaser fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will. Seller shall, in good faith, allow Sellers’ Representative or his counsel Purchaser to consult with it make comments to Seller regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) The Buyer shall notify Sellers’ the Shareholders' Representative in writing within ten (10) days upon receipt by the Buyer or any Affiliate of the receipt by Buyer or (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending on or prior to the Company Closing Date for which Sellers would Company Shareholders may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “"Tax Matter”"). Sellers’ Representative mayThe Shareholders' Representative, at its own sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority 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 such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify ; provided, however, that neither the Shareholders nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of their Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Buyer, the Company or any Affiliate of the 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 Sellers’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (c) Buyer . The Shareholders' Representative shall keep Sellers’ Representative the Buyer fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will. The Shareholders shall, in good faith, allow Sellers’ Representative or his counsel Buyer, to consult with it make comments to Shareholders' Representative, regarding the conduct of or positions taken in any such proceeding proceeding. (b) Except as otherwise provided in Section 9.3(a) above, Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all taxable periods; provided, however, that Buyer shall not, and shall cause its Affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Shareholders' Representative, which consent shall not be present at any meetings unreasonably withheld or proceedings with the relevant Taxing Authoritydelayed.

Controversies. (a) Buyer Purchaser shall promptly notify Sellers’ Representative in writing within ten (10) days of the ------------- Seller upon receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending prior to or ending on and including the Company Closing Date for which Sellers would Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “"Tax Matter”"). Sellers’ Representative maySeller, at its own sole ---------- expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing IRS, any other taxing authority, any other Governmental or Regulatory Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify ; provided that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any -------- settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Purchaser, the Company 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 Sellers’ RepresentativePurchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (c) Buyer . Seller shall keep Sellers’ Representative Purchaser fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will. Seller shall, in good faith, allow Sellers’ Representative or his counsel Purchaser to consult with it make comments to Seller regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding.

Controversies. (a) Buyer Purchaser shall promptly notify Sellers’ Representative in writing within ten (10) days of the Seller upon receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending on or prior to the Closing Date for which the Company for which Sellers would or Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). Sellers’ Representative maySeller, or its Representative, at its own Seller’s sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority IRS, any other taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter ; provided, that Seller and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer its Affiliates shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter relating to the extent non-Income Taxes that it adversely affects or may adversely affect the Tax liability of Sellers Purchaser or the Company or any of their respective Subsidiaries or Affiliates 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 Sellers’ RepresentativePurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer . Seller shall keep Sellers’ Representative Purchaser fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and willMatter relating to non-Income Taxes. Seller shall, in good faith, allow Sellers’ Representative or his counsel Purchaser to consult with it make comments to Seller regarding the conduct of or positions taken in any such proceeding relating to non-Income Taxes. (b) Except as otherwise provided in Section 5.2(a), or if Seller does not elect to control a proceeding pursuant to Section 5.2(a), Purchaser shall have the sole right to control any audit or examination by any Tax authority, initiate any claim for refund, amend any Return, and to be present at contest, resolve and defend against any meetings assessment for additional Taxes, notice of Tax deficiency or proceedings with other adjustment of Taxes of or relating to, the relevant Taxing Authorityincome, assets or operations of the Company for all taxable periods.

Controversies. (a) Buyer The Purchaser shall promptly notify Sellers’ Representative the Seller in writing within ten (10) days upon receipt by the Purchaser or any Affiliate of the receipt by Buyer or Purchaser (including the Company and the Subsidiary after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending prior to the Company Closing Date for which Sellers would the Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). Sellers’ Representative mayThe Seller, at its own sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company and the Subsidiary with respect to any Tax Matter before the relevant Taxing Authority IRS, any other taxing authority, any other Governmental Body or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify Neither the Purchaser nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Sellers the Seller, the Company, the Subsidiary or any Affiliate of the foregoing for any period ending after the Closing Date, which includes a portion of a period beginning before the Closing Date and ending after the Closing Date (the “Overlap Period”), without the prior written consent of Sellers’ Representativethe Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed, and (c) Buyer conditioned. The parties hereto shall keep Sellers’ Representative the other fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter. (b) Except as otherwise provided in this Section 7.2, the Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and willcontest, in good faithresolve and defend against any assessment for additional Taxes, allow Sellers’ Representative notice of Tax deficiency or his counsel other adjustment of Taxes of, or relating to, the income, assets or operations of the Company and the Subsidiary for all taxable periods; provided, however, that the Purchaser shall not, and shall cause its Affiliates (including the Company and the Subsidiary) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to consult with it regarding the conduct portion of the Overlap Period ending on or positions taken in any such proceeding and prior to the Closing Date without the prior written consent of the Seller, which consent shall not be present at any meetings unreasonably withheld, delayed or proceedings with the relevant Taxing Authorityconditioned.

Controversies. (a) 8.4.1 The Buyer shall promptly notify Sellers’ Representative the Shareholders in writing within ten (10) days upon receipt by the Buyer or any affiliate of the receipt by Buyer or (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of the Company relating to a Pre-Closing Period or an Overlap Period for which Sellers would the Shareholders may be required to indemnify any Buyer Indemnitee pursuant to liable for indemnification under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “"Tax Matter”"). Sellers’ Representative may. 8.4.2 The Shareholders, at its own their sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, exclusive authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to extent or waive the statute of limitations with respect to a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Returns and contestingsettling audits; provided, defending however, that the Shareholders shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Buyer or the Company or any of its affiliates for any Tax period or portion thereof beginning after the Closing Date (a "Post-Closing Period"), including the portion of an Overlap Period that begins on the day after the Closing Date (whether by, 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, the reduction or loss of credit carryforwards or otherwise), without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. 8.4.3 If the Shareholders so elect to assume the defense of any Tax Matter: (a) The Shareholders shall proceed to defend such Tax Matter in a diligent manner with counsel reasonably satisfactory to the Buyer; (b) the Buyer shall make available to the Shareholders any non-privileged documents and materials in the possession of the Buyer that may be necessary to the defense of such Tax Matter; (c) the Shareholders shall keep the Buyer informed of all material developments and events relating to any such Tax Matter; and (d) the Buyer shall have the right to participate (including by retaining legal counsel) at the Buyer's expense, in the defense of such Tax Matter. 8.4.4 If the Shareholders do not elect to assume the defense of any such Tax Matter (or if, after initially assuming such defense, the Shareholders fail to actively and diligently assume such defense), the Buyer may proceed with the defense of such Tax Matter on its own. If the Buyer so proceeds with the defense of any such Tax Matter on its own: (a) all expenses relating to the defense of such Tax Matter shall be borne and paid exclusively by the Shareholders; (b) all the Shareholders shall make available to the Buyer any documents and materials in the possession or control of any of the Shareholders that may be necessary to the defense of such Tax Matter; (c) the Buyer shall keep the Shareholders informed of all material developments and events relating to such Tax Matter; and (d) the Buyer shall have the right to settle, adjust or compromise such Tax Matter with the consent of the Shareholders, which consent shall not be unreasonably withheld. 8.4.5 Except as otherwise provided in this Section 8.4, the Buyer 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 and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counselincome, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of assets or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests operations of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer shall keep Sellers’ Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityall taxable periods.

Controversies. Notwithstanding Section 9.6(c), this Section 10.4 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. Buyer shall promptly notify Seller: (a) Buyer shall notify Sellers’ Representative in writing within ten (10) days of the upon receipt by Buyer or the Company any Affiliate of written Buyer of any notice of any inquiries, audits, examinations, assessments, proceedings from or similar events received from, or on behalf of, any Taxing Authority with respect to Taxes of the Company for which Sellers would Seller may be required to indemnify reimburse any Buyer Indemnitee pursuant to this Agreement Agreement; or (b) prior to Buyer or any Affiliate of Buyer making any voluntary contact with any Taxing Authority relating to a failure of the Company to file a Tax Return or pay Taxes for any Pre-Closing Tax Period (any such inquiry, assessment, proceeding matter set forth in clause (a) or similar event(b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect Buyer’s right to indemnification under this Agreement except to the extent that Seller’s defense of such Tax Matter is prejudiced by such failure. Sellers’ Representative may, at its own expense, Seller may participate in and, if such Tax Matter relates solely to a Tax for which Seller may be liable and upon notice to Buyer within 30 days of receipt of Buyer’s original notice, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b))Matter. If Sellers’ Representative Seller assumes such defense, Sellers’ Representative : (i) Seller shall have the authority, with respect to such Tax Matter, to represent represent, at its own expense, the interests of the Company before the relevant Taxing Authority and Seller shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. ; (ii) Buyer has shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative Seller; (iii) Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it materially adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative , which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Seller, if it has assumed the defense, shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow will reasonably cooperate with Buyer or Buyer’s counsel to and consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with proceeding. If Seller does not assume the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution defense of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving or if any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter does not relate solely to a Tax for which Seller may be liable, then: (aA) Sellers’ Representative Buyer shall not enter into any settlement or otherwise compromise such Tax Matter to the extent it adversely affects the Tax liability of Seller without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; (B) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, solely at his its own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Sellers without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (cC) Buyer shall keep Sellers’ Representative Seller informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to will reasonably cooperate with Seller and consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityTax Matter.

Controversies. (a) The Buyer shall promptly notify Sellers’ Representative the Seller in writing within ten (10) days upon receipt by the Buyer or any Affiliate of the receipt by Buyer or (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending prior to the Company Closing Date for which Sellers would the Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). Sellers’ Representative mayThe Seller, at its own sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority any taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify Neither the Buyer nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may affect the Tax liability Liability of Sellers the Seller and the Company of the foregoing for any period ending after the Closing Date, which includes a portion of a period beginning before the Closing Date and ending after the Closing Date (the “Overlap Period”), without the prior written consent of Sellers’ Representativethe Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed, and (c) Buyer conditioned. The parties hereto shall keep Sellers’ Representative the other fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Tax Matter. (b) Except as otherwise provided in this Section 7.2, the Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and willcontest, in good faithresolve and defend against any assessment for additional Taxes, allow Sellers’ Representative notice of Tax deficiency or his counsel other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all taxable periods; provided, however, that the Buyer shall not, and shall cause its Affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to consult with it regarding the conduct portion of the Overlap Period ending on or positions taken in any such proceeding and prior to the Closing Date without the prior written consent of the Seller, which consent shall not be present at any meetings unreasonably withheld, delayed or proceedings with the relevant Taxing Authorityconditioned.

Controversies. (a) Buyer Purchaser shall promptly notify Sellers’ Representative in writing within ten (10) days of the Seller upon receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority with respect audits or similar events relating to Taxes of the Company for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, claim, assessment, proceeding audit, examination, or similar event, a “Tax Matter”)) with respect to the Company or its income, assets or operations for which Seller would be liable under this Agreement. Sellers’ Representative maySeller, at its own Seller’s sole cost and expense, participate in and, upon notice shall have the authority to Buyer, assume represent the defense interests of the Company with respect to any such Tax Matter relating solely to a Tax Taxes of the Company or with respect to its income, assets, or operations for any taxable year or other taxable period ending that ends on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to any such Tax Matter, to represent the interests of the Company a “Pre-Closing Tax Matter”) before the relevant IRS, any other Taxing Authority or any other Governmental Entity, and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any PostPre-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Pre-Closing Tax Matter. If Sellers would be required to indemnify ; provided, however, that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Pre-Closing Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Purchaser, the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that begins on the day after the Closing Date, without the prior written consent of Sellers’ RepresentativePurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer . Seller shall keep Sellers’ Representative Purchaser fully and timely informed with respect to the commencement, status, status and nature of any such Straddle Period Pre-Closing Tax Matter, and will. Seller shall, in good faith, allow Sellers’ Representative or his counsel Purchaser, at Purchaser’s sole cost and expense, to consult with it make comments to Seller, regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing AuthorityPre-Closing Tax Matter.

Controversies. (a) Buyer shall promptly notify Sellers’ Representative Seller in writing within ten (10) days of the upon receipt by Buyer or any of the Company Acquired Companies after the Closing Date of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of relating to a taxable period ending prior to or ending on and including the Company Closing Date for which Sellers would Seller may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “"Tax Matter”"). Sellers’ Representative maySeller or UAM, or its duly appointed representative (the "Seller's Representative"), at its own sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company Acquired Companies with respect to any Tax Matter before the relevant Taxing Authority 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 such Tax Matter subject to the limitations contained hereinMatter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel; provided, at its own expensehowever, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative that Seller or UAM shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company Acquired Companies or any Affiliate of any affiliate of the foregoing for any Post-period ending after the Closing Tax PeriodDate, including any Straddle the portion of a period beginning before the Closing Date and ending after the Closing Date (the "Overlap Period"), without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Sellers’ Representative Seller or UAM shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will. Seller shall, in good faith, allow Buyer or buyer, at Buyer’s counsel 's sole expense, to consult with it make comments to Seller regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authorityproceeding. (b) Except as otherwise provided in this Section 12.3, Buyer has shall have the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the sole right to control the defenseany audit or examination by any taxing authority, compromise initiate any claim for refund or other resolution of amend any such Straddle Period Tax MatterReturn, including responding to inquiriesand contest, filing Tax Returns resolve and contesting, defending defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative shall have the right (but not income, assets or operations of the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counselCompany for all taxable periods; provided, at his own expensehowever, separate from counsel employed by Buyer, (b) that Buyer shall not, and shall cause its affiliates (including the Acquired Companies) not to, enter into any settlement of any contest or otherwise compromise any such Straddle Period Tax Matter issue with respect to the extent that it adversely affects portion of the Tax liability of Sellers 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 or delayed, and (c) Buyer shall keep Sellers’ Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.

Controversies. (a) Buyer shall notify Sellers’ Representative in writing Seller within ten (10) days Business Days of the receipt by Buyer or any Affiliate of Buyer (including NBLLC after the Company Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of the Company for which Sellers would Seller is or may be required to indemnify any Buyer Indemnitee pursuant to liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar event, a “Tax Matter”). Sellers’ Representative maySeller, or Seller’s representative, at its own sole expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of NBLLC with respect to any Tax Matter relating to any period ending on or prior to the Company Closing Date before the relevant Taxing Authority U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify ; provided, however, that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Buyer, NBLLC 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 Sellers’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (c) Buyer . Seller or Seller’s representative shall keep Sellers’ Representative Buyer fully and timely informed with respect to the commencement, status, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such Straddle Period Tax Matter, and willproceedings. Seller shall, in good faith, allow Sellers’ Representative Buyer, at its sole expense, to make comments to Seller or his counsel to consult with it Seller’s representative regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding. (b) Except as otherwise provided in Section 7.05(a), from and after the Closing Buyer shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of NBLLC; provided, however, that Buyer shall not, and shall cause its Affiliates (including NBLLC) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or prior to the Closing Date without the prior written consent of Seller, which consent shall not be present at any meetings unreasonably withheld or proceedings with the relevant Taxing Authoritydelayed.

Controversies. (a) Buyer shall notify Sellers’ Representative in writing within ten (10) days of the receipt by Buyer Seller, or the Company Seller’s Representative, at its sole expense, shall have the authority to represent the interests of written notice of Bison LLC with respect to any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority with respect to Taxes of the Company for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, assessment, proceeding audits or similar eventevents (each, a “Tax Matter”). Sellers’ Representative may, at its own expense, participate in and, upon notice ) relating to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before prior to the Closing Date (but not a Straddle Periodbefore the U.S. Internal Revenue Service, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the any other taxing authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Sellers would be required to indemnify ; provided, however, that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of its Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Buyer (or its direct or indirect partners), Bison LLC 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 Sellers’ RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer . Seller or the Seller’s representative shall keep Sellers’ Representative Buyer fully and timely informed with respect to the commencement, status, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such Straddle Period Tax Matter, and willproceedings. Seller shall, in good faith, allow Sellers’ Representative Buyer, at its sole expense, to make comments to Seller or his counsel to consult with it Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding. (b) Except as otherwise provided in Section 7.04(a), from and after the Closing, Tax Matters will be present at any meetings or proceedings handled in accordance with the relevant Taxing AuthorityBison A&R LLC Agreement.

Controversies. (a) Buyer Purchaser shall promptly notify Sellers’ Representative in writing within ten (10) days of the Seller upon receipt by Buyer Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, audits, examinationsclaims, assessments, proceedings from any Taxing Authority audits or similar events with respect to Taxes of the Company relating to a Pre-Closing Period for which Sellers would Seller may reasonably be required expected to indemnify any Buyer Indemnitee pursuant to be liable under this Agreement (any such inquiry, claim, assessment, proceeding audit or similar eventevent with respect to a taxable period ending on or prior to the Closing Date, a “Tax Matter”). Sellers’ Representative maySeller, at its own Seller’s sole cost and expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.6.4(b)). If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to such Tax Matter, authority to represent the interests of the Company with respect to any Tax Matter before the relevant Taxing Authority IRS, any other taxing authority or any other Governmental Entity and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer, the Company or any Affiliate of any of the foregoing for any Post-Closing Tax Period, including any Straddle Period, without the prior written consent of Buyer. Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer or Buyer’s counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority. (b) Buyer has the right to represent the interests of the Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period a Tax Matter. If Sellers would be required to indemnify ; provided, that neither Seller nor any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (a) Sellers’ Representative of Seller’s Affiliates shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at his own expense, separate from counsel employed by Buyer, (b) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Sellers Purchaser, the Company 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 Sellers’ RepresentativePurchaser. Seller shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller shall, in good faith, allow Purchaser to make comments to Seller, regarding the conduct of or positions taken in any such proceeding. (b) Except as otherwise provided in Section 6.02(a), or if Seller does not elect to control a proceeding pursuant to Section 6.02(a), Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund, 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 Company and its income, assets and operations for all taxable periods; provided, however, that Purchaser shall not, and shall cause the Company not to, enter into any settlement of any contest or otherwise compromise any issue with respect to a Pre-Closing Period that could reasonably be expected to increase the Tax liability of Seller without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (c) Buyer shall keep Sellers’ Representative informed with respect to the commencement, status, and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Sellers’ Representative or his counsel to consult with it regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.