Common use of Indemnified Claims Clause in Contracts

Indemnified Claims. (a) Radiant or Enterprise shall promptly notify the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”). If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant The Company or Enterprise Octel shall promptly notify the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes proposed adjustment (including any inquiry regarding foreign Taxes) to a Tax Return that may result in liability liability, or entitlement to refund, of the other party (the “"Indemnitor”") under this Agreement (a “Proposed Tax Adjustment”)Agreement. If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt the option of such assuming sole responsibility for contesting the proposed adjustment by providing written notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If other party (the Indemnitor does not notify "Indemnitee") of its intention to do so within 20 days of receiving written notice of the Controlling Party within such 30 day period proposed adjustment; provided, however, that it objects notwithstanding anything to the Proposed contrary herein, with respect to a proposed adjustment relating to Taxes for which Octel potentially could reduce its indemnity liability under Section 2.3(b) (unless Octel agrees in writing to forego any such potential reduction) (i) the Company shall be entitled to control any proceeding relating to any such Taxes to the extent such Taxes could be included on a Tax Adjustment, Section 5.02(cReturn of a member of the Company Group; (ii) and Section 5.02(d) below the Company shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of settle any such Proposed Tax Adjustment proceeding without the consent of the Indemnitor, but shall cooperate with the Indemnitor Octel (such consent not to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expenseunreasonably withheld); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2iii) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor Octel and its representatives, at the Indemnitor’s sole Octel's expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings conferences and meetings relating to such proceeding with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustmentauthority, and (2iv) all appearances before the Company shall provide Octel and its representatives with any courtdocumentation, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentationprotests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, briefs prior to their submission in connection with such proceeding and the negotiation of stipulations of fact Company shall consider any comments that Octel may have with respect to such documents. If the Indemnitor elects to assume responsibility for contesting a Proposed Tax Adjustment. (d) If a notice proposed adjustment, it may employ counsel of proposed adjustment raises both one or more issues that would result in Taxes for which its choice at the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this AgreementIndemnitor's expense. In addition, then the Controlling Party and the Indemnitor shall cooperate provide the Indemnitee with each other information concerning the proposed adjustments and shall permit the Indemnitee and its representatives to allow each party participate in the proceeding at the Indemnitee's expense. If the Indemnitor does not exercise its options within such 20 day period, the Indemnitee shall be permitted (but not obligated) to conduct contest or settle the Tax Controversy with respect to those issues that would result proposed adjustment. If the Indemnitor does not exercise such option and the Indemnitee contests or settles the proposed adjustment, the Indemnitor shall reimburse the Indemnitee for the reasonable expenses incurred (including professional fees) in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreementcontest.

Indemnified Claims. ‌ If any claim, proceeding, liability (including a liability for Taxes) or other matter resulting from the occurrence of any of the events contemplated by section 4.3 above (an "Indemnified Claim") is made against an Indemnified Party by a third party for which the Indemnified Party may be entitled to indemnification, the Indemnified Party shall give notice (an "Indemnity Notice"): (a) Radiant if the date of such notice is prior to the Effective Time, to PhosCan; and (b) if the date of such notice is after the Effective Time, to PhosCan AcquisitionCo, in each case specifying the particulars of such Indemnified Claim within 20 days after it r eceives notification of the Indemnified Claim. The relevant PhosCan Party shall have the right to participate in any negotiations or Enterprise proceedings with respect to any such Indemnified Claim. An Indemnified Party shall promptly notify not settle or compromise any such Indemnified Claim without the other in writing as soon as practicable prior written consent of the relevant PhosCan Party, acting reasonably, unless the relevant PhosCan Party has not, within 20 Business Days after the receipt by such party of any written communication from a the relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability PhosCan Party of the other party (Indemnity Notice, given notice to the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”)Indemnified Party that it wishes to dispute such Indemnified Claim. If the Indemnitor is not also relevant PhosCan Party does give such a notice, it shall have the Controlling right to assume the defence of such Indemnified Claim and to defend such Indemnified Claim in the name of the Indemnified Party, the Controlling . An Indemnified Party shall provide to the Indemnitor with relevant PhosCan Party all files, books, records and other information about in their possession or control which may be relevant to the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt defence of such notice from the Controlling Party within which to object to the Proposed Tax AdjustmentIndemnified Claim. If the Indemnitor does not notify relevant PhosCan Party fails after giving such notice, diligently and reasonably to defend such Indemnified Claim throughout the Controlling Party within period such 30 day period that it objects Indemnified Claim exists, its right to defend the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below Indemnified Claim shall not apply, terminate and the Controlling Indemnified Party shall have exclusive control over all stages of may assume the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise defence of such Proposed Tax Adjustment Indemnified Claim. In such event, the Indemnified Party may assume the defence of such Indemnified Claim and may compromise or settle such Indemnified Claim without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustmentrelevant PhosCan Party. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant or Enterprise shall promptly notify the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”). If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after Upon receipt of such notice from the Controlling Indemnifying Party within which to object such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Proposed Tax Adjustment. If Indemnified Person, the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Indemnifying Party shall not thereafter consent be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedingsimmediately preceding sentence (it being understood, however, that the Controlling Indemnifying Party shall not be responsible liable for the conduct expenses of more than one separate counsel representing the audit, including matters pertaining Indemnified Persons who are parties to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. Indemnified Claims (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or more issues delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that constitute Proposed Tax Adjustments for which any other party the Indemnifying Party has failed or is liable under this Agreement, then the Controlling Party failing to defend such claim and provides written notice of such determination and the Indemnitor basis for such determination, and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or (iv) the Indemnifying Party shall cooperate with each other to allow each party to conduct have authorized in writing the Tax Controversy with respect to those issues that would result in Taxes employment of counsel for which such party is liable under this AgreementIndemnified Person. Each party shall bear the expense of conducting the Tax Controversy with respect Notwithstanding anything herein to the issues contrary, the Debtors shall have sole control over any Tax controversy or Tax audit relating to the Taxes of the Debtors and shall be permitted to settle any liability for Taxes of the Debtors; provided that would result in Taxes for which the Debtors shall not settle any such party is liable under this Agreementliability without the prior written consent of the Requisite Commitment Parties (such consent not to be unreasonably withheld, conditioned or delayed).

Indemnified Claims. (a) Radiant If any claim, proceeding, liability (including a liability for Tax) or Enterprise shall promptly notify other matter resulting from the other in writing as soon as practicable after receipt by such party occurrence of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “Indemnitor”) under this Agreement events contemplated by Section 7.1 above (a “Proposed Tax AdjustmentClaim”)) is made against an Indemnified Party by a third party for which the Indemnified Party may be entitled to indemnification, the Indemnified Party shall give notice (an “Indemnity Notice”) to SpinCo specifying the particulars of such Claim within 20 days after it receives notification of the Claim. SpinCo shall have the right to participate in any negotiations or proceedings with respect to any such Claim. An Indemnified Party shall not settle or compromise any such Claim without the prior written consent of SpinCo, unless SpinCo has not, within 20 Business Days after the giving of the Indemnity Notice, given notice to the Indemnified Party that it wishes to dispute such Claim. If SpinCo does give such a notice, it shall have the right to assume the defence of such Claim and to defend such Claim in the name of the Indemnified Party. An Indemnified Party shall provide to SpinCo all files, books, records and other information in their possession or control which may be relevant to the defence of such Claim. If SpinCo fails after giving such notice, diligently and reasonably to defend such Claim throughout the period such Claim exists, its right to defend the Claim shall terminate and the Indemnified Party may assume the defence of such Claim. In such event, the Indemnified Party may assume the defence of such Claim. In such event, the Indemnified Party may compromise or settle such Claim without the consent of SpinCo. If the Indemnitor is not also Effective Date occurs, this Section 7.2 shall survive the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts termination of the Proposed Tax Adjustmentsthis Agreement. (b) The Indemnitor Notwithstanding Section 7.2(a): (i) if a Claim described in Section 7.2(a) includes or would reasonably be expected to include both a Claim for Taxes that are Indemnified Liabilities (an “Indemnified Tax Claim”) and a Claim for Taxes that are not Indemnified Liabilities (an “Unindemnified Tax Claim”), the Indemnified Party shall use reasonable commercial efforts to separate the defence of the Indemnified Tax Claim from the defence of the Unindemnified Tax Claim, and in the case of such separation SpinCo shall have 30 days after receipt the rights provided in Section 7.2(a) in respect of such notice the Indemnified Tax Claim only; (ii) if the Indemnified Party is not able to separate the defence of the Indemnified Tax Claim from the Controlling Party within which to object to defence of the Proposed Unindemnified Tax Adjustment. If Claim: (A) the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Indemnified Party shall have exclusive control over all stages the right to assume the defence of both such Claims, including the right to settle either or both of such Claims; (B) the Indemnified Party shall act in good faith with a view to the merits in connection with the defence of the Indemnified Tax ControversyClaim; and (C) the Indemnified Party shall afford SpinCo the opportunity to participate in the defence of the Indemnified Tax Claim, provide SpinCo with notice and access to documentation and information as is reasonable in the circumstances, otherwise keep SpinCo updated and informed, and consult with SpinCo with respect to the defence of the Indemnified Tax Claim; (iii) the Indemnified Party shall provide SpinCo with notice of the resolution of any Indemnified Tax Claim within 20 days of such resolution; (iv) without limiting in any respect the Indemnified Party’s right to settle any such Indemnified Claim in its absolute discretion, in the event that SpinCo objects to a resolution of an Indemnified Tax Claim by delivering notice to the Indemnified Party within 20 days of receiving the notice set out in (iii), a neutral nationally recognized accountant (the “Tax Arbitrator”) that is mutually reasonably satisfactory to the parties shall determine the amount, if any, by which: (A) the amount of Tax for which the Indemnified Tax Claim was resolved; exceeds (B) the amount of Tax for which the Indemnified Tax Claim could reasonably have been expected to be resolved if it had been the only matter in dispute; (v) if the Tax Arbitrator determines that the amount specified in 7.2(b)(iv)(A) does not exceed the amount specified in 7.2(b)(iv)(B), SpinCo shall be liable for: (A) pursuant to Section 7.1, the Indemnified Tax Claim based on the amount specified in Section 7.2(b)(iv)(A); and (B) all costs and expenditures in respect of the arbitration, including full authority the Indemnified Party’s reasonable costs; (vi) if the Tax Arbitrator determines that the amount specified in Section 7.2(b)(iv)(A) exceeds the amount specified in Section 7.2(b)(iv)(B) (A) pursuant to determine whether and Section 7.1, SpinCo shall be liable for the Indemnified Tax Claim based on the amount specified in what manner to contest or compromise Section 7.2(b)(iv)(B); and (B) the Proposed Tax AdjustmentIndemnified Party shall be liable for SpinCo’s reasonable costs in respect of the arbitration. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax AdjustmentFor greater certainty, then the Controlling Party shall not thereafter consent notwithstanding any other provision of this Agreement to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitorcontrary, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, Primero shall be entitled to the extent permitted by law control in all respects any Tax proceedings relating to participate in (1) all conferencesany consolidated, meetings, combined or proceedings with unitary group that includes Primero or any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnessesits Subsidiaries , and the negotiation above provisions of stipulations of fact with respect this Section 7.2 shall not apply to a Proposed any such Tax Adjustmentproceedings. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant or Enterprise shall promptly notify the other in writing as soon as practicable after receipt by such A party of any written communication from a relevant Taxing Authority that proposes adjustment entitled to a Tax Return that may result in liability of the other party (the “Indemnitor”) indemnification under this Agreement (a “Proposed Tax AdjustmentIndemnified Party”) will give the party required to provide such indemnification (“Indemnifying Party”) prompt written notice of any Action with respect to which the Indemnified Party is entitled to indemnification (each an “Indemnified Claim”). If the Indemnitor is not also the Controlling Party, the Controlling The Indemnifying Party shall provide have the Indemnitor right, by giving notice to the Indemnified Party within ten (10) days after receiving notice of an Indemnified Claim stating that the Indemnifying Party is responsible for such Indemnified Claim (“Indemnity Notice Period”), at its expense, to defend against, negotiate, settle or otherwise deal with information about any Indemnified Claim with respect to which it is the nature Indemnifying Party and amounts to have the Indemnified Party represented by counsel, reasonably satisfactory to the Indemnified Party and selected by the Indemnifying Party; provided, that the Indemnified Party may participate in any proceeding with counsel of its choice and at its expense; provided further, that Game Financial may, at any time, assume the defense and settlement of an Indemnified Claim with counsel of its choice, and be fully indemnified therefor if Game Financial believes that a Chex Entity’s defense is: (i) having a Material Adverse Change on the affairs, condition (financial or otherwise) or prospects of the Proposed Tax AdjustmentsBusiness or the Assets; or (ii) could adversely affect or detract from the value of the Assets or the Business. The Indemnifying Party may not enter into a settlement of any Indemnified Claim without the advance written consent of the Indemnified Party unless such settlement requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense, negotiation and/or settlement of each Indemnified Claim. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor Indemnifying Party does not notify assume the Controlling defense of, or if after so assuming the defense, the Indemnifying Party within fails to defend any such 30 day period that Indemnified Claim, then the Indemnified Party may defend against any Indemnified Claim in the manner it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not applydeems appropriate, and the Controlling Indemnified Party may settle the Indemnified Claim on the terms it deems appropriate, and the Indemnifying Party will promptly reimburse the Indemnified Party for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred in connection with that defense and/or settlement. If no settlement of an Indemnified Claim is made, the Indemnifying Party will satisfy any judgment rendered with respect to the Indemnified Claim before the Indemnified Party is required to do so, and shall have exclusive control over pay all stages expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnified Party in the defense of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustmentany Indemnified Claim. (c) If the Indemnitor notifies the Controlling a judgment is rendered against an Indemnified Party that it objects in connection with any Indemnified Claim, or an associated Lien attaches to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent any of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance assets of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, howeverof an Indemnified Party, the Controlling Indemnifying Party shall be responsible for will immediately upon any entry or attachment pay the conduct relevant judgment in full or discharge the relevant Lien unless, at the expense and direction of the auditIndemnifying Party, including matters pertaining to an appeal is taken under which the execution of the judgment or satisfaction of the Lien is stayed. If and when a final judgment is rendered in any such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expenseAction, the Indemnitor Indemnifying Party will immediately pay any judgment or discharge any Lien before an Indemnified Party is compelled to do so. (d) The Indemnifying Party or the Indemnified Party, as appropriate, shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage participate in the proceedings, the Indemnitor shall assume the conduct defense of all further proceedings, with counsel selected by it, any Indemnified Claim at the Indemnitor’s its sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, cost and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant Xxxx or Enterprise TCM shall promptly notify the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “"Indemnitor”") under this Agreement (a “"Proposed Tax Adjustment”"). If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a reasonable basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s 's sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s 's sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s 's sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s 's sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s 's sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include matters such as the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant In order to seek indemnification under this Article X, an Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party and the Escrow Agent (provided, however, that the failure to -------- ------- provide such notice shall not relieve or Enterprise shall promptly notify otherwise affect the other in writing as soon as practicable after receipt obligation of the Indemnifying Party to provide Indemnification however, except to the extent that any Damages directly resulted or were caused by such party failure) which contains (i) a description and the amount (the "Claimed Amount") of any written communication from Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a relevant Taxing Authority statement that proposes adjustment the Indemnified Party is entitled to indemnification under this Article X for such Damages and a Tax Return that may result in liability reasonable explanation of the other party basis therefor, and (iii) a demand for payment (in the “Indemnitor”manner provided in paragraph (b) under this Agreement or (c) below) in the amount of such Damages. The procedures set forth in clause (b) below shall apply with respect to any claim for indemnification brought by a “Proposed Tax Adjustment”). If Founder Indemnified Party and the Indemnitor is not also the Controlling procedures set forth in clause (c) below shall apply with respect to any claim for indemnification brought by a Buyer Indemnified Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 Within 20 days after receipt delivery of such notice from a Claim Notice delivered by a Founder Indemnified Party, the Controlling Indemnifying Party within which to object shall deliver to the Proposed Tax AdjustmentFounder Indemnified Party a written response (the "Response") in which the Indemnifying Party shall: (i) agree that the Founder Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Indemnifying Party and the Founder Indemnified party shall deliver to the Escrow Agent, within two (2) days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Founder Indemnified Party such number of Escrow Shares as have an aggregate Value (defined below) equal to the Claimed Amount), (ii) agree that the Founder Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Indemnifying Party and the Founder Indemnified Party shall deliver to the Escrow Agent, within five days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to Founder Indemnified Party such number of Escrow Shares as have an aggregate Value equal to the Agreed Amount) or (iii) dispute that the Founder Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnitor does not notify Indemnifying Party in the Controlling Response disputes its liability for all or part of the Claimed Amount, the Indemnifying Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party Founder Indemnified party shall have exclusive control over all stages follow the procedures set forth in Section 11.09 for the resolution of such dispute. For purposes of this Article X, the "Value" of any Escrow Shares delivered in satisfaction of an indemnity claim shall be the average of the Tax Controversylast reported sale prices per share of Buyer Common Stock on Nasdaq over the five (5) consecutive trading days ending on the Closing Date (subject to equitable adjustment in the event of any stock split, including full authority to determine whether and in what manner to contest stock dividend, reverse stock split or compromise similar recapitalization event affecting Buyer Common Stock) multiplied by the Proposed Tax Adjustmentnumber of such Escrow Shares. (c) If Within 20 days after delivery of a Claim Notice delivered by a Buyer Indemnified Party, the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Indemnifying Party shall not thereafter consent deliver to the adjustment or compromise of such Proposed Tax Adjustment without Buyer Indemnified Party a written response (the consent of "Response") in which the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Indemnifying Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. shall: (i) Upon agree that the issuance Buyer Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a notice payment by the Indemnifying Party to the Buyer Indemnified Party of proposed adjustment the Claimed Amount, by check or similar stage in the proceedingsby wire transfer), the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event agree that the Controlling Buyer Indemnified Party receives is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount') (in which case the Response shall be accompanied by a notice payment by the Indemnified Party to the Buyer Indemnified Party of deficiency from the Internal Revenue ServiceAgreed Amount, by check or a similar notice from by wire transfer) or (iii) dispute that the Buyer Indemnified Party is entitled to receive any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from of the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition Claimed Amount. If the Indemnifying Party in the United States Tax Court Response disputes its liability for redetermination all or part of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing AuthorityClaimed Amount, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Indemnifying Party and the Indemnitor Buyer Indemnified Party shall cooperate with each other to allow each party to conduct follow the Tax Controversy with respect to those issues that would result procedures set forth in Taxes Section 11.09 for which the resolution of such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreementdispute.

Indemnified Claims. If any claim, demand, assessment or ------------------ liability, or cost incidental thereto (a) Radiant or Enterprise shall collectively, an "Indemnified Claim"), is ----------------- asserted against an Indemnified Party in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party pursuant to Section 9.2, such Indemnified Party will promptly notify Rite Aid or xxxxxxxxx.xxx, as the other case may be (the "Indemnifying Party"), in writing as soon as practicable after receipt writing. No ------------------ failure of an Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party from the obligation to indemnify the Indemnified Party unless and to the extent the Indemnifying Party is actually prejudiced by such party failure. Such Indemnified Party will accord the Indemnifying Party the opportunity to assume entire control of the defense, compromise or settlement of any written communication from a relevant Taxing Authority such Indemnified Claim through its own counsel and at its own expense; provided that proposes adjustment no such compromise or settlement shall include any non-monetary -------- terms and conditions applicable to a Tax Return that may result in liability of the other party (the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”). If the Indemnitor is not also the Controlling Party, the Controlling such Indemnified Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the IndemnitorIndemnified Party; and provided further, but shall cooperate with that the Indemnitor to resolve Indemnified Parties may -------- ------- retain their own counsel at the Proposed Tax Adjustment on a basis acceptable to Indemnifying Party's expense (the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Indemnifying Party shall only be responsible liable for the conduct cost of the audit, including matters pertaining to one such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend counsel for all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. Indemnified Parties) if (i) Upon the issuance of a Indemnifying Party, within thirty (30) days after notice of proposed adjustment or similar stage in the proceedingsany Indemnified Claim, the Indemnitor shall fails to assume the conduct defense of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. Indemnified Claim or (ii) In the event that representation of both the Controlling Indemnifying Party receives a notice of deficiency from and the Internal Revenue ServiceIndemnified Party would, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a reasonable judgment of the United States Tax Court parties, be inappropriate due to actual or other court potential conflicting interests between them. If the Indemnifying Party does not assume entire control of competent jurisdiction results in an adverse determination the defense, compromise or settlement of such Indemnified Claim, the Indemnified Party may compromise or settle any such Indemnified Claim. xxxxxxxxx.xxx and Rite Aid each agrees to cooperate fully with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expensedefense of any Indemnified Claim. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant If any claim, proceeding, liability (including a liability for Tax) or Enterprise other matter resulting from the occurrence of any of the events contemplated by Subsection 7.1 above (an "Indemnified Claim") is made against an Indemnified Party by a third party for which the Indemnified Party may be entitled to indemnification, the Indemnified Party shall promptly notify give notice (an "Indemnity Notice") to SpinCo specifying the other particulars of such Indemnified Claim within 20 days after it receives notification of the Indemnified Claim. SpinCo shall have the right to participate in writing as soon as practicable any negotiations or proceedings with respect to any such Indemnified Claim. An Indemnified Party shall not settle or compromise any such Indemnified Claim without the prior written consent of SpinCo, unless SpinCo has not, within 20 Business Days after the receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability SpinCo of the indemnity Notice, given notice to the Indemnified Party that it wishes to dispute such Indemnified Claim. If SpinCo does give such a notice, it shall have the right to assume the defence of such Indemnified Claim and to defend such Indemnified Claim in the name of the Indemnified Party. An Indemnified Party shall provide to SpinCo all files, books, records and other party (information in their possession or control which may be relevant to the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”)defence of such Indemnified Claim. If SpinCo fails after giving such notice, diligently and reasonably to defend such Indemnified Claim throughout the period such Indemnified Claim exists, its right to defend the Indemnified Claim shall terminate and the Indemnified Party may assume the defence of such Indemnified Claim. In such event, the Indemnified Party may assume the defence of such Indemnified Claim. In such event, the Indemnified Party may compromise or settle such Indemnified Claim without the consent of SpinCo. If the Indemnitor is not also Effective Date occurs, Subsection 7.1 and 7.2 shall survive the Controlling Partytermination of this Agreement for a period of one year from the Effective Date, other than in the Controlling Party case of an Indemnified Tax Claim, which shall provide survive for the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustmentsapplicable statutory period. (b) The Indemnitor Notwithstanding Subsection 7.2(a): (i) if an Indemnified Claim described in Subsection 7.2(a) includes or would reasonably be expected to include both a Indemnified Claim for Taxes that are Indemnified Liabilities (an "Indemnified Tax Claim") and a Indemnified Claim for Taxes that are not Indemnified Liabilities (an "Unindemnified Tax Claim"), the Indemnified Party shall use reasonable commercial efforts to separate the defence of the Indemnified Tax Claim from the defence of the Unindemnified Tax Claim, and in the case of such separation SpinCo shall have 30 days after receipt the rights provided in Subsection 7.2(a) in respect of such notice the Indemnified Tax Claim only; (ii) if the Indemnified Party is not able to separate the defence of the Indemnified Tax Claim from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages defence of the Unindemnified Tax Controversy, including full authority to determine whether and in what manner to contest or compromise Claim: A. the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Indemnified Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all assume the defence of both such proceedings Indemnified Claims, including the right to settle either or both of such Indemnified Claims, subject to SpinCo’s consent, acting reasonably; B. the Indemnified Party shall act in good faith with any Taxing Authority, a view to the subject matter merits in connection with the defence of which is or includes such Proposed the Indemnified Tax Adjustment.Claim; and (i) Upon C. the issuance of a notice of proposed adjustment or similar stage Indemnified Party shall afford SpinCo the opportunity to participate in the proceedingsdefence of the Indemnified Tax Claim, provide SpinCo with notice and access to documentation and information as is reasonable in the Indemnitor shall assume the conduct of all further proceedingscircumstances, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustmentotherwise keep SpinCo updated and informed, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction consult with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination SpinCo with respect to the Proposed defence of the Indemnified Tax Adjustment, then Claim; (iii) the Indemnitor Indemnified Party shall have provide SpinCo with notice of the resolution of any Indemnified Tax Claim within 20 days of such resolution; (iv) without limiting in any respect the Indemnified Party's right to cause settle any such Indemnified Claim in its absolute discretion, in the Controlling Party event that SpinCo objects to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled a resolution of an Indemnified Tax Claim by delivering notice to the extent permitted by law to participate Indemnified Party within 20 days of receiving the notice set out in (1iii), a neutral nationally recognized accountant (the "Tax Arbitrator") all conferencesthat is mutually reasonably satisfactory to the parties shall determine the amount, meetingsif any, or proceedings with any Taxing Authority, by which: A. the subject matter amount of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Indemnified Tax Adjustments Claim was resolved; exceeds B. the amount of Tax for which any other party is liable under this Agreement, then the Controlling Party and Indemnified Tax Claim could reasonably have been expected to be resolved if it had been the Indemnitor shall cooperate with each other to allow each party to conduct only matter in dispute; (v) if the Tax Controversy with Arbitrator determines that the amount specified in 7.2(b)(iv)A does not exceed the amount specified in 7.2(b)(iv)B, SpinCo shall be liable for: A. pursuant to Subsection 7.1, the Indemnified Tax Claim based on the amount specified in Subsection 7.2(b)(iv)A; and B. all costs and expenditures in respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear of the expense of conducting arbitration, including the Indemnified Party's reasonable costs; (vi) if the Tax Controversy with Arbitrator determines that the amount specified in Subsection 7.2(b)(iv)A exceeds the amount specified in Subsection 7.2(b)(iv)B A. pursuant to Subsection 7.1, SpinCo shall be liable for the Indemnified Tax Claim based on the amount specified in Subsection 7.2(b)(iv)B; and B. the Indemnified Party shall be liable for SpinCo's reasonable costs in respect to of the issues that would result in Taxes for which such party is liable under this Agreementarbitration.

Indemnified Claims. If any claim, demand, assessment or liability, or cost incidental thereto (a) Radiant or Enterprise shall collectively, an “Indemnified Claim”), is asserted against an Indemnified Party in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party pursuant to Section 9.2, such Indemnified Party will promptly notify Rite Aid or xxxxxxxxx.xxx, as the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that case may result in liability of the other party be (the “Indemnitor”) under this Agreement (a “Proposed Tax AdjustmentIndemnifying Party”), in writing. If No failure of an Indemnified Party to so notify the Indemnitor is not also the Controlling Party, the Controlling Indemnifying Party shall provide relieve the Indemnitor with information about Indemnifying Party from the nature obligation to indemnify the Indemnified Party unless and amounts to the extent the Indemnifying Party is actually prejudiced by such failure. Such Indemnified Party will accord the Indemnifying Party the opportunity to assume entire control of the Proposed Tax Adjustments. (b) The Indemnitor defense, compromise or settlement of any such Indemnified Claim through its own counsel and at its own expense; provided that no such compromise or settlement shall have 30 days after receipt of include any non-monetary terms and conditions applicable to such notice from the Controlling Indemnified Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the IndemnitorIndemnified Party; and provided further, but shall cooperate with that the Indemnitor to resolve Indemnified Parties may retain their own counsel at the Proposed Tax Adjustment on a basis acceptable to Indemnifying Party’s expense (the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Indemnifying Party shall only be responsible liable for the conduct cost of the audit, including matters pertaining to one such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend counsel for all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. Indemnified Parties) if (i) Upon the issuance of a Indemnifying Party, within thirty (30) days after notice of proposed adjustment or similar stage in the proceedingsany Indemnified Claim, the Indemnitor shall fails to assume the conduct defense of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. Indemnified Claim or (ii) In the event that representation of both the Controlling Indemnifying Party receives a notice of deficiency from and the Internal Revenue ServiceIndemnified Party would, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a reasonable judgment of the United States Tax Court parties, be inappropriate due to actual or other court potential conflicting interests between them. If the Indemnifying Party does not assume entire control of competent jurisdiction results in an adverse determination the defense, compromise or settlement of such Indemnified Claim, the Indemnified Party may compromise or settle any such Indemnified Claim. xxxxxxxxx.xxx and Rite Aid each agrees to cooperate fully with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expensedefense of any Indemnified Claim. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (ai) Radiant Subject to the special procedures for third party claims set forth in item "ii" listed below, whenever any Claim shall arise for indemnification hereunder, the Party or Enterprise Parties seeking indemnification (in each such case, the "Indemnified Party") shall promptly notify the other Party or Parties from whom indemnification is being sought (in each such case, the "Indemnifying Party") of such claim in writing as soon as practicable promptly and in no case later than thirty (30) days after receipt by such party Indemnified Party has actual knowledge of the facts constituting the basis for such claim. Each Indemnified Party shall also so notify the Indemnifying Party promptly and in no case later than fifteen (15) days after the commencement of any written communication from a relevant Taxing Authority that proposes adjustment legal proceedings with respect to a Tax Return that may result in liability of the other party (the “Indemnitor”) under this Agreement (a “Proposed Tax Adjustment”)any such Claim. If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which failure to object to the Proposed Tax Adjustment. If the Indemnitor does not so notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Indemnifying Party shall not thereafter consent relieve the Indemnifying Party from any liability which it may have to any Indemnified Party to the adjustment or compromise extent the Indemnifying Party is not prejudiced as a proximate result of such Proposed Tax Adjustment without failure. Such notice shall specify all facts known to such Indemnified Party giving rise to the consent indemnification sought and the amount or an estimate of the Indemnitoramount of the obligation or liability arising therefrom. Such notice shall also include photocopies of all relevant communications received from third party claimants and their attorneys. The right of such Indemnified Party to indemnification hereunder and the estimated amount thereof, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage as set forth in the proceedingssuch notice, however, the Controlling Party shall be responsible for deemed agreed to by the conduct of Indemnifying Party unless, within sixty (60) days after such notice is given, such Indemnified Party is notified in writing that the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Indemnifying Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have disputes the right to attend all indemnification as set forth or estimated in such proceedings with any Taxing Authoritynotice, in which case the Parties shall endeavor to settle and compromise the dispute within thirty (30) additional days. In the event the Parties hereto are unable to agree after said thirty (30) day period, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor Parties shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate be entitled to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings pursue litigation pursuant to contest such Proposed Tax AdjustmentSection hereof. (ii) In case any action or any Claim is brought by a Person: (a) the event Indemnified Party against whom the Claim is brought shall provide prompt written notice thereof to the Indemnifying Party obligated to indemnify such Claim; and (b) the Indemnifying Party shall, upon the demand and at the option of the Indemnified Party assume the defense thereof (at the expense of the Indemnifying Party) within thirty (30) days or at least prior to the time a response is due in such case, which ever occurs first, or, alternatively upon the demand and at the option of the Indemnified Party, pay to such Party or Parties all costs and expenses, including attorneys' fees, incurred by such Party or Paries in defending itself or themselves, provided that the Controlling Indemnifying Party receives shall be entitled to jointly control such proceedings or participate with and be advised fully by the Indemnified Party, provided, however, that in any proceeding relating to a notice Tax liability for which the Founders are obligated to indemnify Heartland and Newco hereunder, Founders shall control such proceeding. If a Party or Parties become obligated to assume the defense of deficiency from any such Claims pursuant to the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustmentsforegoing sentence, then: , the Indemnified Party entitled to be indemnified shall be entitled to participate in said defense (A) upon receiving at its or their own expense). All Parties shall cooperate reasonably with each other in the defense of any Claim brought by a written request from the Indemnitorthird party, given no later than a date including making available all records reasonably necessary to permit preparation and timely filing the defense of a petition in the United States Tax Court for redetermination such Claim. The Indemnifying Party shall be entitled to reasonable approval of the deficiency relating to the Proposed Tax Adjustment, or a court settlement of similar jurisdiction any Claim with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling which such Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refundmay be liable hereunder. (Ciii) In the event that Heartland and/or Newco has a judgment Claim against one or more Founders, Heartland and/or Newco may pursue the Claim against any such Founder or all such Founders as Heartland and/or Newco shall determine in the sole exercise of its discretion. In such an event, the United States Tax Court Indemnifying Party or Indemnifying Parties selected by Heartland and/or Newco shall promptly notify the other court Founders of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expense. (D) The Indemnitor Claim and its representatives, at the Indemnitor’s sole expense, each of such Founders against whom Heartland and/or Newco has such a Claim shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter defense of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling such Claim as an Indemnifying Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect pursuant to the issues that would result in Taxes for which such party is liable under this Agreementterms of "ii" immediately above. Under no circumstances shall a Founder be entitled to contribution or indemnification from the Company arising from any Claim hereunder by Heartland and/or Newco.

Indemnified Claims. If any claim, demand, assessment or liability, or cost incidental thereto (a) Radiant or Enterprise shall collectively, an “Indemnified Claim”), is asserted against an Indemnified Party in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party pursuant to Section 7.02, such Indemnified Party will promptly notify Maxor or PHS as the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that case may result in liability of the other party be (the “Indemnitor”) under this Agreement (a “Proposed Tax AdjustmentIndemnifying Party”), in writing. If No failure of an Indemnified Party to so notify the Indemnitor is not also the Controlling Party, the Controlling Indemnifying Party shall provide relieve the Indemnitor with information about Indemnifying Party from the nature obligation to indemnify the Indemnified Party unless and amounts to the extent the Indemnifying Party is actually prejudiced by such failure. Such Indemnified Party will accord the Indemnifying Party the opportunity to assume entire control of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt defense using counsel of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not applyits own choice, and the Controlling compromise or settle any such Indemnified Claim through its own counsel and at its own expense; provided that no such compromise or settlement shall include any non-monetary terms and conditions applicable to such Indemnified Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the IndemnitorIndemnified Party; and provided further, but shall cooperate with that the Indemnitor to resolve Indemnified Parties may retain their own counsel at the Proposed Tax Adjustment on a basis acceptable to Indemnifying Party’s expense (the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Indemnifying Party shall only be responsible liable for the conduct cost of the audit, including matters pertaining to one such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend counsel for all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. Indemnified Parties) if (i) Upon the issuance of a Indemnifying Party, within thirty (30) days after notice of proposed adjustment or similar stage in the proceedingsany Indemnified Claim, the Indemnitor shall fails to assume the conduct defense of all further proceedings, with counsel selected by it, at the Indemnitor’s sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. Indemnified Claim or (ii) In the event that representation of both the Controlling Indemnifying Party receives a notice of deficiency from and the Internal Revenue ServiceIndemnified Party would, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a reasonable judgment of the United States Tax Court parties, be inappropriate due to actual or other court potential conflicting interests between them. If the Indemnifying Party does not assume entire control of competent jurisdiction results in an adverse determination the defense, compromise or settlement of such Indemnified Claim, the Indemnified Party may compromise or settle any such Indemnified Claim. Maxor and PHS each agree to cooperate fully with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s sole expensedefense of any Indemnified Claim. (D) The Indemnitor and its representatives, at the Indemnitor’s sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant Xxxx or Enterprise TCM shall promptly notify the other in writing as soon as practicable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “"Indemnitor”") under this Agreement (a “"Proposed Tax Adjustment”"). If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a reasonable basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s 's sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and 6 thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s 's sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s 's sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s 's sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s 's sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include matters such as the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.

Indemnified Claims. (a) Radiant Gray or Enterprise TCM shall promptly notify the other in writing as soon as practicable praxxxxable after receipt by such party of any written communication from a relevant Taxing Authority that proposes adjustment to a Tax Return that may result in liability of the other party (the “"Indemnitor”") under this Agreement (a “"Proposed Tax Adjustment”"). If the Indemnitor is not also the Controlling Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the Proposed Tax Adjustments. (b) The Indemnitor shall have 30 days after receipt of such notice from the Controlling Party within which to object to the Proposed Tax Adjustment. If the Indemnitor does not notify the Controlling Party within such 30 day period that it objects to the Proposed Tax Adjustment, Section 5.02(c) and Section 5.02(d) below shall not apply, and the Controlling Party shall have exclusive control over all stages of the Tax Controversy, including full authority to determine whether and in what manner to contest or compromise the Proposed Tax Adjustment. (c) If the Indemnitor notifies the Controlling Party that it objects to a Proposed Tax Adjustment, then the Controlling Party shall not thereafter consent to the adjustment or compromise of such Proposed Tax Adjustment without the consent of the Indemnitor, but shall cooperate with the Indemnitor to resolve the Proposed Tax Adjustment on a reasonable basis acceptable to the Indemnitor. Prior to the issuance of any notice raising a Proposed Tax Adjustment or similar stage in the proceedings, however, the Controlling Party shall be responsible for the conduct of the audit, including matters pertaining to such Proposed Tax Adjustment. The Controlling Party shall notify the Indemnitor in advance of any conferences, meetings, and proceedings pertaining to the audit and, at its own expense, the Indemnitor shall have the right to attend all such proceedings with any Taxing Authority, the subject matter of which is or includes such Proposed Tax Adjustment. (i) Upon the issuance of a notice of proposed adjustment or similar stage in the proceedings, the Indemnitor shall assume the conduct of all further proceedings, with counsel selected by it, at the Indemnitor’s 's sole expense, insofar as the proceedings relate to a Proposed Tax Adjustment, and thereafter the Indemnitor and the Controlling Party shall jointly be responsible for the conduct of proceedings to contest such Proposed Tax Adjustment. (ii) In the event that the Controlling Party receives a notice of deficiency from the Internal Revenue Service, or a similar notice from any other Taxing Authority, and such notice includes one or more Proposed Tax Adjustments, then: (A) upon receiving a written request from the Indemnitor, given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the United States Tax Court for redetermination of the deficiency relating to the Proposed Tax Adjustment, or a court of similar jurisdiction with respect to a Proposed Tax Adjustment imposed by any other Taxing Authority, the Controlling Party shall timely file such petition (at the Indemnitor’s 's sole expense); or (B) If (1) the Indemnitor does not request the Controlling Party to file a petition for redetermination of the deficiency pursuant to subsection 5.02(c)(ii)(A) hereof, (2) the Indemnitor requests that the Controlling Party file a claim for refund of Taxes relating to a Proposed Tax Adjustment, and (3) the Indemnitor provides the Controlling Party with sufficient funds to pay the deficiency relating to the Proposed Tax Adjustment, then the Controlling Party (at the Indemnitor’s 's sole expense) shall file a claim for refund thereof and, if the claim is denied, bring an action in a court of competent jurisdiction seeking such refund. (C) In the event that a judgment of the United States Tax Court or other court of competent jurisdiction results in an adverse determination with respect to the Proposed Tax Adjustment, then the Indemnitor shall have the right to cause the Controlling Party to appeal from such adverse determination at the Indemnitor’s 's sole expense. (D) The Indemnitor and its representatives, at the Indemnitor’s 's sole expense, shall be entitled to the extent permitted by law to participate in (1) all conferences, meetings, or proceedings with any Taxing Authority, the subject matter of which is a Proposed Tax Adjustment, and (2) all appearances before any court, the subject matter of which is a Proposed Tax Adjustment. The right to participate referred to in this subsection 5.02(c)(ii)(D) hereof shall include matters such as the submission and content of documentation, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to a Proposed Tax Adjustment. (d) If a notice of proposed adjustment raises both one or more issues that would result in Taxes for which the Controlling Party is liable under this Agreement in addition to one or more issues that constitute Proposed Tax Adjustments for which any other party is liable under this Agreement, then the Controlling Party and the Indemnitor shall cooperate with each other to allow each party to conduct the Tax Controversy with respect to those issues that would result in Taxes for which such party is liable under this Agreement. Each party shall bear the expense of conducting the Tax Controversy with respect to the issues that would result in Taxes for which such party is liable under this Agreement.