Common use of MANNER OF MAKING AND CONDUCT OF CLAIMS Clause in Contracts

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 If the Purchaser or a Group Company becomes aware of a Demand which reasonably could be expected to give rise to a liability for the Warrantors under paragraph 1.1 of this Schedule 9 (Tax Covenant) or under the Tax Warranties: (a) the Purchaser shall give written notice to the Primary Indirect Interest Holders of the Demand (including reasonable particulars of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in any event not more than fifteen (15) Business Days after the Purchaser or the relevant Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax Covenant) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall take (or shall procure that a Group Company shall take) all such action as a Primary Indirect Interest Holder may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) against all costs reasonably and properly incurred and any further liability to Tax which may be incurred in connection with any such action as is referred to in paragraph 3.1(b), always provided that: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all of the Primary Indirect Interest Holders, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority or in relation to any Demand. 3.4 If the Primary Indirect Interest Holders do not: (i) request the Purchaser to take, or procure the taking of, any such action as mentioned in paragraph 3.1(b); or (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a), or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal will, on the balance of probabilities, be won.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 4.1 If the Purchaser or a Group the Company becomes shall become aware of a any Demand which reasonably could be expected to give rise relating to a liability for Tax for the Warrantors under paragraph 1.1 purposes of this Schedule 9 (Tax Covenant) covenant or under the Tax Warranties: (a) Warranties the Purchaser shall give written notice to the Primary Indirect Interest Holders of the Demand (including reasonable particulars of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in any event not more than fifteen (15) Business Days after give notice thereof to the Purchaser or the relevant Group Company becomes aware Seller setting out reasonable details of the Demand (Demand, but for the avoidance of doubt, the giving of such notice shall is not be a condition precedent to the Seller’s liability of the Warrantors under this Schedule 9 (Tax Covenant) covenant or under the Tax Warranties);. (b) 4.2 Subject to paragraph 4.3, if the Purchaser shall control Seller shall, within 30 days of the conduct and resolution date of any notice given to the Seller under paragraph 4.1 of this Schedule 6 of any such Demand, provided that indemnify the Purchaser shall take (or shall procure that a Group and the Company shall take) all such action as a Primary Indirect Interest Holder may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) satisfaction against all costs reasonably losses, costs, interest, damages and properly incurred expenses and any further liability to Tax which may be incurred thereby, then the Purchaser shall procure that the Company will take such action as the Seller may reasonably and promptly by written notice to the Purchaser request to avoid, dispute, resist, appeal or compromise any Demand, and in connection with any such action as is referred to in paragraph 3.1(b), always provided thatso requested by the Seller: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not ensure that no substantive correspondence, pleading or other document is sent, transmitted, issued, entered into or in any circumstances be subject to any obligation or liability whatsoever way published in connection with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, relevant Demand by the Purchaser must not, and shall procure that no Group or the Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all approval of the Primary Indirect Interest HoldersSeller, such consent approval not to be unreasonably withheld or delayed. For ; (b) the avoidance of doubt, an “admission of liability” within Purchaser shall ensure that no computations or returns are submitted relating to the meaning subject matter of the Demand, and shall ensure that no agreement or compromise is reached with the relevant Tax Authority, without the prior sentence written approval of the Seller, such approval not to be unreasonably withheld or delayed; (c) if any dispute arises between the Purchaser and the Seller as to whether any Demand should at any time be settled in full, or contested in whole or in part, such dispute shall be referred for determination to a Barrister, of at least 10 years call at the English Bar (and where the dispute relates to Irish tax, the Irish Bar) with relevant experience, appointed by agreement between the Purchaser and the Seller or (if they do not mean disclosure agree) upon the application by either party to the President for the time being of The Law Society (or provision the Irish Law Society in the case of Irish tax), whose determination shall be final. The Barrister so appointed shall be asked to advise whether, in his opinion (acting as an expert and not as an arbitrator) there is a reasonable case for appealing against the Demand and shall be instructed, if the dispute relates to a Demand issued by a Tax Authority outside the United Kingdom and Ireland, to obtain such advice from professional advisers of the relevant jurisdiction as he thinks necessary in order to arrive at his opinion, and also to determine how the costs of obtaining his opinion should be allocated between the parties hereto. If, but only if, such opinion is in the affirmative shall an appeal be made and that Demand not then settled. Any further dispute arising between the parties as to whether any further appeal should be pursued following determination of an earlier appeal (whether or not in favour of the Company) shall be resolved in a similar manner. 4.3 In respect of any factual information action referred to any Tax Authority in paragraph 4.2 the Seller shall: (a) keep the Purchaser fully informed of all matters relating to the Demand and deliver to the Purchaser copies of all correspondence relating to the Demand; (b) obtain the Purchaser’s prior written approval (not to be unreasonably withheld or in relation to any Demand.delayed) to: 3.4 If the Primary Indirect Interest Holders do not: (i) request the Purchaser to take, appointment of solicitors or procure the taking of, any such action as mentioned in paragraph 3.1(b)other professional advisers; or and (ii) following receipt the contents of and sending to a Tax Authority of each non-routine communication (written or otherwise) relating to the Demand; and (c) obtain the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) to: (i) the settlement or compromise of the Demand; and (ii) the agreement of any matter which is likely to affect the amount of the Demand or the future liability of the Company or of the Purchaser in respect of Tax. 4.4 This paragraph 4 shall not apply to any claim arising as a result of fraud, wilful misconduct or wilful concealment on the part of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a), or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Seller Group Company as required by paragraph 3.2 within or a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may bemember. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal will, on the balance of probabilities, be won.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 If the Purchaser or of a Group Company becomes aware of a Demand which reasonably could be expected to give rise to a liability for the Warrantors Sellers under paragraph 1.1 of this Schedule 9 (Tax Covenant) 10 or under the for breach of any Tax Warranties: (a) the Purchaser shall give written notice to the Primary Indirect Interest Holders Sellers of the Demand (including reasonable particulars reasonably sufficient details of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in any event not more than fifteen twenty (1520) Business Days after the Purchaser or the relevant Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors Sellers under this Schedule 9 (Tax Covenantparagraph 1) or under where the Tax WarrantiesDemand is a notice of assessment or appeal, within twenty (20) Business Days of its issue. If the Sellers should become aware of a Demand the Sellers shall give notice to the Purchaser of the Demand (including reasonably sufficient details of the Demand) as soon on reasonably practicable, and in any event not more than twenty (20) Business Days after the Sellers become aware of the Demand, and the Purchaser shall be deemed to have given the Sellers notice in respect of such Sellers’ notification for the purpose of this paragraph 3.1(a); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall take (or shall procure that a Group Company shall take) all such action as a Primary Indirect Interest Holder the Sellers may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one Demand or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except matter relating to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such requestDemand; and (c) the Sellers shall have the right (if they wish) to control any proceedings taken in connection with the action referred to in paragraph 3.1(a), and the Purchaser shall keep the Primary Indirect Interest Holders Sellers informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders Sellers with copies of all material correspondence and documentation relating to the Demand or action referred to in paragraph 3.1(a), and such other information, assistance and access to records, books and accounts and personnel records as they reasonably require, in each case, relating to the Demand or action referred to in paragraph 3.1(a3.1.(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty Sellers must jointly and Indemnity Insurance Policy and subject to severally indemnify the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) against all costs reasonably and properly incurred by them and any further liability to Tax of a Group Company which may be incurred in connection with any such action as is referred to in paragraph 3.1(b), always provided that: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b)3.1. 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 is settled or otherwise compromised without the Sellers prior written consent of all of the Primary Indirect Interest Holdersconsent, such consent not to be unreasonably withheld and each party shall procure that no substantive correspondence, pleading or delayed. For the avoidance of doubtother document is sent, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority submitted, issued, entered into or in relation any way published by the other (or their respective advisers) in connection with the Demand without the other party’s written consent, such consent not to any Demandbe unreasonably withheld. 3.4 If the Primary Indirect Interest Holders Sellers do not: (i) not request the Purchaser or a Group Company to take, or procure the taking of, any such appropriate action as mentioned in paragraph 3.1(b); or within twenty (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (1520) Business Days of receipt of notice by to the Primary Indirect Interest Holders Sellers under paragraph 3.1(a)3.1, or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same3.2, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders Sellers will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction of a Tax Authority’s decision or determination without an opinion from jointly chosen and nationally recognised leading Tax counsel Counsel (or equivalent in any jurisdiction outside the United Kingdom, acting as expert and not as arbitrator) that the appeal will, on the balance of probabilities, be won.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 4.1 If the Purchaser or a Group the Company becomes shall become aware of a any Demand which reasonably could appears to the Purchaser to be expected to give rise to a liability relevant for the Warrantors under paragraph 1.1 purposes of this Schedule 9 (Tax Covenant) or under the Tax Warranties: (a) covenant, the Purchaser shall give written notice to the Primary Indirect Interest Holders of the Demand (including reasonable particulars of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in any event not more than fifteen (15) Business Days after give notice thereof to the Purchaser or the relevant Group Company becomes aware Warrantors setting out reasonable details of the Demand (but for Demand. 4.2 If the avoidance of doubtWarrantors shall, the giving of such notice shall not be a condition precedent to the liability within 14 days of the Warrantors date of any notice given to them under this Schedule 9 (Tax Covenant) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution paragraph 4.1 of any such Demand, provided that jointly and severally indemnify and secure the Purchaser shall take (or shall procure that a Group and the Company shall take) all such action as a Primary Indirect Interest Holder may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) satisfaction against all costs reasonably losses, costs, interest, damages and properly incurred expenses and any further liability to Tax which may be incurred thereby, then the Purchaser shall procure that the Company will (except in a case where fraudulent conduct is alleged by any Tax Authority) take such action as the Warrantors may reasonably and in good time by written notice request to avoid, dispute, resist, appeal or compromise any Demand; provided that where the Tax liability which is the subject of the Demand has to be paid before an appeal can be made or before any other action requested by the Warrantors can be taken, the Purchaser shall not be obliged to procure the Company to take any such action until the Warrantors shall have paid to the Purchaser, or at its direction, the Company, for the purpose of discharging the Tax liability, an amount equal to the said liability, and in connection with any such action as is referred to in paragraph 3.1(b), always provided thatso requested by the Warrantors: (a) any the appointment of solicitors and other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only professional advisers to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 Company shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all approval of the Primary Indirect Interest HoldersPurchaser, such consent approval not to be unreasonably withheld or delayed. For ; (b) the Warrantors shall ensure that no correspondence, pleading or other document is sent, transmitted, issued, entered into or in any way published in connection with the relevant Demand by the Warrantors or their advisers without the prior approval of the Purchaser, such approval not to be unreasonably withheld or delayed; (c) the Warrantors shall submit no computations or returns, nor make any settlement or compromise of the subject matter of the Demand, nor agree any matter in the conduct of any dispute in relation thereto which is likely to affect the amount of the Demand, or the future liability of the Company to Tax (but for the avoidance of doubt, an “admission of liability” within doubt this paragraph 4.2(c) shall not apply where the meaning future liability of the prior sentence shall not mean disclosure or provision of any factual information Company to any Tax Authority or will be increased because a Relief that has been claimed in relation to any Demand. 3.4 If the Primary Indirect Interest Holders do not: (i) request the Purchaser to take, or procure the taking of, any such action as mentioned in paragraph 3.1(b); or (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a), or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable accounting period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled capable of being claimed in a subsequent period), without the prior written approval of the Purchaser, such approval not to request be unreasonably withheld or delayed; (d) if any dispute arises between the Purchaser and the Warrantors as to takewhether any Demand should at any time be settled in full, or procure contested in whole or in part, such dispute shall be referred for determination to a Barrister, of at least 10 years call at the taking ofEnglish Bar with relevant experience (or if the dispute relates to a Demand issued by a Tax Authority outside the United Kingdom, a tax lawyer of equivalent experience in the jurisdiction concerned), appointed by agreement between the Purchaser and the Warrantors or (if they do not agree) upon the application by either party to the President for the time being of The Law Society (or if the dispute relates to a Demand issued by a Tax Authority outside the United Kingdom, the head of the equivalent bar association in the jurisdiction concerned), whose determination shall be final. The Barrister (or equivalent expert in a jurisdiction other than the United Kingdom) so appointed shall be asked to advise whether, in his opinion, (acting as an expert and not as an arbitrator), an action which involves an appeal beyond against the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal willDemand would, on the balance of probabilities, be wonlikely to succeed and also to determine how the costs of obtaining his opinion should be allocated between the parties hereto. If, but only if, such opinion is in the affirmative shall an appeal be made and that Demand not then settled. Any further dispute arising between the parties as to whether any further appeal should be pursued following determination of an earlier appeal (whether or not in favour of the Company) shall be resolved in a similar manner; and (e) save as otherwise expressly provided herein, the Purchaser shall procure that the Company shall give the Warrantors all reasonable co-operation and assistance for the purposes of taking such action as aforesaid. 4.3 If the Warrantors do not request the Purchaser to take any action within 14 days as aforesaid, or the Purchaser and the Company shall not be indemnified at any time and secured as provided in paragraph 4.2 or the Barrister (or equivalent expert in a jurisdiction other than the United Kingdom) shall advise (on the balance of probabilities pursuant to paragraph 4.2(d)) that an appeal against the relevant Demand is not likely to succeed, or the Warrantors otherwise fail to fulfil their obligations hereunder, the Purchaser and the Company shall be free to take such action in relation to the Demand as it or they may in its or their absolute discretion think fit.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 4.1 If the Purchaser or a any Group Company becomes aware of a Demand issued after Completion which reasonably could be expected to give rise to a liability for the Warrantors a Warrantor under paragraph 1.1 2 of this Schedule 9 (Tax Covenant) or under the Tax WarrantiesWarranties and for which it is reasonably likely that an amount in respect of such liability will be deducted from any Milestone Consideration: (a) the Purchaser shall give written notice to the Primary Indirect Interest Holders Vendors’ Representative of the Demand (including reasonable particulars reasonably sufficient details of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in any event not more than fifteen (15) Business Days after the Purchaser or the relevant Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors Warrantors, or prejudice the Purchaser’s right to claim under this Schedule 9 (Tax Covenant) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall take (or shall procure that a the relevant Group Company shall take) all such action as a Primary Indirect Interest Holder the Vendors’ Representative may reasonably request in writing to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders Vendors’ Representative must be kept fully informed of any actual or proposed material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand or any action referred to in this paragraph 3.1(a)4.1. 3.2 4.2 The rights of the Primary Indirect Interest Holders Vendors’ Representative under paragraph 3.1 4.1 (other than the right to receive notice) are subject to to: (a) the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or Vendors having indemnified the relevant Group Company Company, the Purchaser and any other member of the Purchaser’s Tax Group (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested to the Purchaser to take Purchaser’s satisfaction (or procure a Group Company to take) such action as is described in paragraph 3.1(bacting reasonably) against all costs and expenses reasonably and properly incurred and any further liability to Tax which may be incurred in connection with any such action as is referred to in paragraph 3.1(b), always provided that: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.24.1; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2where, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject pursuant to any obligation applicable Law (or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to notice provided by any Tax Authority or in relation pursuant to any applicable Law), all or any part of the Tax which is the subject of the Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating is required to be paid to the Demand referred to relevant Tax Authority before an appeal can be made in paragraph 3.1 without the prior written consent of all respect of the Primary Indirect Interest HoldersDemand, such consent not the Vendors shall first have agreed that an amount equal to the Tax (or the relevant part thereof) in question shall be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of deducted from any factual information to any Tax Authority or in relation to any DemandMilestone Consideration. 3.4 If 4.3 If: (a) the Primary Indirect Interest Holders do not: (i) Vendors’ Representative does not request the Purchaser in writing to take, or procure the taking of, any such action as mentioned in paragraph 3.1(b); or (ii4.1(b) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) 20 Business Days of receipt of notice of the Demand by the Primary Indirect Interest Holders Vendors’ Representative under paragraph 3.1(a4.1(a), ; (b) the Vendors’ Representative fails to notify the Purchaser in writing of any further action to be taken by the Purchaser or one a Group Company within 20 Business Days of the Purchaser seeking instructions from the Vendors’ Representative or more Primary Indirect Interest Holders the Vendors’ Representative does not respond in writing to any request by the Purchaser for consent to take any action relating to the Demand within 20 Business Days of receipt of such request; (c) the Vendors do not indemnify the Purchaser and/or the relevant Group Company Company, the Purchaser and any other member of the Purchaser’s Tax Group as required by paragraph 3.2 4.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders Vendors’ Representative for indemnification from the sameVendors; (d) the Vendors’ Representative does not acknowledge that the Demand notified by the Purchaser pursuant to paragraph 4.1(a) could give rise to a liability for a Warrantor under this Schedule or, as the case may be, for breach of any of the Tax Warranties; or (e) the Demand derives from or arises out of or is in connection with any proven allegations by a Tax Authority of any dishonest or fraudulent act or omission by, or of, a Vendor (or any member of a Vendor’s Tax Group or a Vendor Affiliate) at any time or by, or of, a Group Company prior to Completion, the Purchaser and the relevant Group Company shall be free to satisfy or settle the relevant Tax Liability liability on such terms as it they may reasonably in their sole discretion think fit, fit provided that the Purchaser has written to the Vendors’ Representative stating its intention to do so and has given the Vendors’ Representative 5 Business Days to comply with its obligations under this paragraph 4.3. 4.4 The Purchaser or a Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have shall not responded within five (5) Business Days requesting the Purchaser be required to take, nor shall the Vendors’ Representative or procure the taking of, a Vendor be permitted to take any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel of at least ten years call and of appropriate relevant experience nominated by the Vendors’ Representative that the appeal will, on the balance of probabilities, be won. 4.5 For the avoidance of doubt, the Vendors (or the Vendors’ Representative or any member of a Vendor’s Tax Group or a Vendor Affiliate) shall not be entitled to conduct negotiations and/or proceedings or attend any meetings with a Tax Authority in respect of a Demand in the name of the Purchaser or a Group Company.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 If the Purchaser Buyer or a Target Group Company becomes aware of a Demand Potential Claim which reasonably could be expected to give rise to a liability for the Warrantors Sellers under paragraph 1.1 2.1 of this Schedule 9 (Tax Covenant) Covenant or under for breach of any of the Tax Warranties: (a) , the Purchaser shall Buyer must give written notice to the Primary Indirect Interest Holders Sellers’ Representative of the Demand Potential Claim (including reasonable particulars reasonably sufficient details of the Demand, the due date for payment and the time limits for any appealPotential Claim) as soon as reasonably practicable possible (and in any event not more than fifteen (15) Business Days days after the Purchaser Buyer or the relevant Target Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax CovenantPotential Claim) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall must take (or shall procure that a the Target Group Company shall will take) all such action as a Primary Indirect Interest Holder the Sellers’ Representative may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one Potential Claim or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, matter relating to the Demand referred to in paragraph 3.1(a)Potential Claim. 3.2 The giving of notice within the time period in paragraph 4.1 above is not a pre-condition to liability under paragraph 2.1 of this Tax Covenant or for breach of any of the Tax Warranties. 3.3 The rights of the Primary Indirect Interest Holders Sellers’ Representative and the Sellers under paragraph 3.1 4.1 (other than the right to receive notice) are subject to the rights Sellers having indemnified the Target Group Company and any other member of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject Buyer’s Tax Group to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) Buyer’s reasonable satisfaction against all costs reasonably and properly incurred and any further liability to Tax which may be incurred in connection with any such action as is referred to in paragraph 3.1(b), always provided that: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b)4.1. 3.3 3.4 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy4.5, the Purchaser Buyer must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand Potential Claim referred to in paragraph 3.1 4.1 is settled or otherwise compromised without the Sellers’ Representative’s prior written consent of all of the Primary Indirect Interest Holdersconsent, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority or in relation to any Demandwithheld. 3.4 3.5 If the Primary Indirect Interest Holders do not: (i) Sellers’ Representative does not request the Purchaser Buyer to take, or procure the taking of, any such appropriate action as mentioned in paragraph 3.1(b); or within thirty (ii30) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt days of notice by to the Primary Indirect Interest Holders Sellers’ Representative under paragraph 3.1(a)4.1, or one or more Primary Indirect Interest Holders do does not indemnify the Purchaser and/or Buyer, the relevant Target Group Company and any other member of the Buyer’s Tax Group as required by stated in paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same4.2, the Purchaser shall Buyer will be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably in its absolute discretion think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 3.6 The Primary Indirect Interest Holders Sellers’ Representative will not be entitled to request the Purchaser Buyer to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in determination of the relevant jurisdiction Tax Chamber of the First-Tier Tribunal without an opinion from jointly chosen Tax Counsel of suitable skill and nationally recognised leading Tax counsel capability (or equivalent in any jurisdiction outside the UK) that to make the appeal willis a reasonable course of action, on having regard to the balance amounts involved, the likelihood of probabilities, be wonsuccess and any future increase in the liability to Tax of any Buyer’s Group Company where an amount in respect of the Tax is not recoverable under this schedule.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 5.1 If the Purchaser or a Group Company Member becomes aware of a any Demand which reasonably could be expected to give rise to a liability for the Warrantors Seller under paragraph 1.1 this Tax Covenant or for breach of this Schedule 9 (Tax Covenant) or under any of the Tax Warranties: Warranties (a) including a Transfer Tax Demand), the Purchaser Purchaser, any Group Member or any member of the Purchaser’s Group becoming aware of such Demand shall give written notice to the Primary Indirect Interest Holders Seller of the that Demand (including reasonable particulars reasonably sufficient details of the such Demand or if relevant full details of a Transfer Tax Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable (and in any event not more less than fifteen twenty-one (1521) Business Days after before the expiry of any applicable legal deadline to respond to the Demand) in order to ascertain the Seller’s intentions as to the conduct of any relevant action. 5.2 Subject to paragraph 5.3, in such case as mentioned in paragraph 5.1, the Seller will be entitled to: (a) either request the Purchaser or the relevant Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax Covenant) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall take (or shall procure that a Group Company shall takeMember or a member of the Purchaser’s Group takes) all such action as a Primary Indirect Interest Holder the Seller may reasonably request to avoid, dispute, resist, appeal, compromise or defend such Demand or any matter relating to such Demand; or (b) notify to the Purchaser its intention to participate in the conduct of such action as the Seller may reasonably request to avoid, dispute, resist, appeal, compromise or defend such Demand or any matter relating to such Demand. 5.3 If a Tax Authority has made a Transfer Tax Demand, except where one or more then the provisions of paragraph 5.2 shall not apply and instead the Primary Indirect Interest Holders requests that Seller shall be entitled to: (a) either require the Purchaser takes action which, in to take (or procure that a Group Member or a member of the Purchaser’s reasonable opinionGroup takes) such action as the Seller may request in its absolute discretion to avoid, conflicts with a request for action received by dispute, resist, appeal, compromise or defend the Transfer Tax Demand or any matter relating to the Transfer Tax Demand; or (b) notify to the Purchaser from another Primary Indirect Interest Holderits intention to participate in the conduct of such action as the Seller may request in its absolute discretion to avoid, in which case: dispute, resist, appeal compromise or defend the Transfer Tax Demand or any matter relating to the Transfer Tax Demand. 5.4 The Purchaser shall have no obligation to comply with the Seller’s requests made pursuant to 5.2 if such requests: (ia) are illegal under any relevant legislation; or (b) would require the Purchaser shall notify or any member of the Primary Indirect Interest Holders as soon as reasonably practicable Purchaser’s Group to act in writing thata way which, in its reasonable opinion, is not in accordance with normal commercial practice (such requests conflict as it applies to the conduct of proceedings relating to disputes with a Tax Authority), but it is agreed (including reasonable particulars for the avoidance of doubt) that where the conflict); and (ii) dispute with the Tax Authority takes the form of a Transfer Tax Demand, the Purchaser shall be obliged to comply with each of the Seller’s requests pursuant to paragraph 5.3 unless such requests are illegal under no obligation relevant legislation. 5.5 Subject at all times to take any such action except to paragraph 5.4 above, in the extent jointly agreed by event that the Primary Indirect Interest Holders who provided the conflicting Seller requests (such joint agreement to be confirmed to that the Purchaser in writing, with takes (or procure that a copy to each Primary Indirect Interest Holder). Without affecting Group Member or a member of the Purchaser’s rights Group takes) such action as mentioned in paragraph 5.2(a) or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and5.3(a): (ca) the Purchaser Seller shall keep have the Primary Indirect Interest Holders right (if it wishes) to control any proceedings taken in connection with such action, and shall in any event be kept fully informed of any material actual or proposed developments (including any meetings) and shall provide the Primary Indirect Interest Holders be provided with copies of all material correspondence and documentation relating to such Demand or action, and such other information, assistance and access to records, books and accounts records and personnel as they it reasonably requires; and (b) the Seller shall indemnify the Purchaser, the Group Members and any other member of the Purchaser’s Group to the Purchaser’s reasonable satisfaction against all costs or expenses reasonably and properly incurred as a result of such action. 5.6 Subject at all times to paragraph 5.4 above, in the event that the Seller participates in the conduct of such action as mentioned in paragraph 5.2(b) or paragraph 5.3(b): (a) the Seller will: (i) be entitled to freely organise, at its own expense, the defence of its interests and the interests of the Group Members or any member of the Purchaser’s Group; (ii) be authorised, after having consulted with the Purchaser, to settle, compromise, accept any liability or withdraw; (iii) act at all times with a view to mitigating the Tax Liability ; (iv) keep the Purchaser informed on a regular basis as to developments in the proceedings; (v) submit to the Purchaser any communication (written or email) or discuss in advance any prepared oral communication relating to the claim which is to be transmitted to the relevant Tax Authority and shall consider the reasonable comments of the Purchaser with regard to the communication; (vi) not settle o r compromise the claim or agree any matter in the conduct of the claim in a manner which will affect the conduct of the Tax affairs of a Group Company, and/or the Purchaser and/or (provided the impact on the relevant member of the Purchaser’s Group has been explicitly notified to the Seller) any other member of the Purchaser’s Group for a period ending after Completion without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed); and (b) Subject to paragraph 5.7, the Purchaser will, and procures that the Group Members and other members of the Purchaser’s Group will, co-operate with and provide the Seller with any assistance the Seller may reasonably require, and give the Seller reasonable access to any information and any person as the Seller may reasonably require, including copies of all information and documents necessary for the defence of the Seller’s interests and the interests of the Group Members or members of the Purchaser’s Group, provided that (except in each caserelation to action taken under paragraph 5.3 in relation to a Transfer Tax Demand) the Purchaser shall be entitled to delete or redact from such information or documents any information which in its reasonable opinion is not necessary for such defence. 5.7 Subject to paragraph 5.8 and 5.9, relating to in both of the Demand cases referred to in paragraph 3.1(a)5.2 and paragraph 5.3, the Purchaser shall procure that no matter relating to such Demand as is referred to in paragraph 5.1 or to a Transfer Tax Demand is settled or otherwise compromised without the Seller’s prior written consent and the Purchaser shall, and shall procure that each other member of the Purchaser’s Group and their advisers shall, not submit any correspondence or return or send any other document to any Tax Authority where the Purchaser or any such person is aware or could reasonably be expected to be aware that the effect of submitting such correspondence or return or sending such document would or could be to put such Tax Authority on notice of any matter which could give rise to, or could increase, a claim under this Tax Covenant or for breach of any of the Tax Warranties, without first affording the Seller a reasonable opportunity to comment thereon and without taking account of such comments so far as it is reasonable to do so. 3.2 The rights 5.8 If the Seller does not inform in writing the Purchaser of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject its intentions as to the rights conduct of Chartis Europe Limited under such action as mentioned in paragraph 5.2 by the Warranty and Indemnity Insurance Policy and subject date which is 10 Business Days prior to any deadline for action in connection with a Demand, or if the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested Seller requires the Purchaser to take (or procure that a Group Company to take) such action as is described in paragraph 3.1(b) against all costs reasonably and properly incurred and any further liability to Tax which may be incurred in connection with any such action as is referred to in paragraph 3.1(b), always provided that: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (Member or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) member of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (btakes) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all of the Primary Indirect Interest Holders, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority or in relation to any Demand. 3.4 If the Primary Indirect Interest Holders do not: (i) request the Purchaser to take, or procure the taking of, any such action as mentioned in paragraph 3.1(b); or 5.2 (iia) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a), or one or more Primary Indirect Interest Holders do and does not indemnify the Purchaser and/or Purchaser, the relevant Group Company Members and any other member of the Purchaser’s Group as required by stated in paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same5.5 (b), the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that . 5.9 If the Seller does not inform in writing the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so intentions as to deal the conduct of such action as mentioned in paragraph 5.3 by the date which is 10 Business Days prior to any deadline for action in connection with the matter Transfer Tax Demand, then: (a) the Purchaser will take all action necessary in the first instance to defer the need for action in response to the Transfer Tax Demand while seeking confirmation from the Seller that it has received notice under paragraph 5.1 above and as to the Primary Indirect Interest Holders have not responded within five Seller’s instructions pursuant to paragraph 5.3; and (5b) if it becomes necessary to formally appeal against the Transfer Tax Demand in order to afford the Purchaser sufficient time to carry out its obligations under (a) above then the Purchaser shall take all steps necessary to formally appeal the Transfer Tax Demand, but if after ninety (90) Business Days requesting of the date of the notice given to the Seller by the Purchaser under paragraph 5.1 the Seller has not required the Purchaser to take, take (or procure that a Group Member or a member of the taking of, any Purchaser’s Group takes) such action as is mentioned in paragraph 3.1(b) 5.3 or indemnifying if the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request Seller requires the Purchaser to taketake (or procure that a Group Member or a member of the Purchaser’s Group takes) such action as mentioned in paragraph 5.3(a) and does not indemnify the Purchaser, the Group Members and any other member of the Purchaser’s Group as stated in paragraph 5.5(b) the Purchaser shall be free to satisfy or settle the Transfer Tax Demand on such terms as it may reasonably think fit. 5.10 The preceding provisions of this paragraph 5 (except paragraphs 5.3 and 5.9) shall apply, as they apply to a Demand, to any document issued or action taken by a Tax Authority and the preparation or submission of any document to a Tax Authority from which it appears that any Surrender pursuant to paragraph 10 by a Group Member to any member of the Seller’s Tax Group is or may be reduced or eliminated, and so that: (a) references to claims under, amounts due, or procure payments to be made under this Tax Covenant shall be replaced by appropriate references to such reduction or elimination; (b) the taking of, an action which involves an appeal beyond the first appellate court in reference to the relevant jurisdiction Tax Liability in paragraph 5.8 shall be replaced by a reference to such reduction or elimination being accepted without an opinion from jointly chosen and nationally recognised leading Tax counsel that any appeal being pursued; and (c) the appeal will, rights of the Seller under paragraph 5.2 shall extend to requiring Group Members to reduce or withdraw notices of consent or give new notices of consent on such terms as the balance of probabilities, be wonSeller thinks fit.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 If 5.1 Subject to clause 5.2, if the Purchaser Buyer or a any Ardutch Europe Group Company becomes aware of a Demand which reasonably could be expected to give rise to a liability for the Warrantors Ardutch under paragraph 1.1 of this Schedule 9 (Tax Covenant) or under the Tax Warranties: (a) the Purchaser shall Buyer must give written notice to the Primary Indirect Interest Holders Ardutch of the Demand (including reasonable particulars including, to the extent actually known to the Buyer, reasonably sufficient details of the DemandDemand and, where relevant, the due date for payment and the time limits for any appeal) as soon as reasonably practicable after the Buyer or the relevant Ardutch Europe Group Company becomes aware of the Demand and in any event not more than fifteen twenty (1520) Business Days after the Purchaser Buyer or the relevant Ardutch Europe Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax Covenant) or under the Tax Warranties)Demand; (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser Buyer shall take (or shall procure that a the relevant Ardutch Europe Group Company shall taketakes) all such action as a Primary Indirect Interest Holder Ardutch may reasonably request in writing to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one Demand or more of any matter relating to the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: Demand (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except although only to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (that any such joint agreement related matter could give rise to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request liability for action Ardutch under this paragraph 3.1(b) shall promptly notify Schedule or under the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; andTax Warranties; (c) Xxxxxxx will have the Purchaser shall keep right (if it wishes) to control any proceedings, negotiations, discussions or settlement of the Primary Indirect Interest Holders informed of Demand or any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, matter relating to the Demand referred (although only to in paragraph 3.1(a). 3.2 The rights the extent that any such related matter could give rise to a liability for Ardutch under this Schedule or under the Tax Warranties) if Xxxxxxx has first agreed (to the Buyer’s reasonable satisfaction) to indemnify the Buyer, the relevant Ardutch Europe Group Company and any other member of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Buyer’s Tax Group Company (as applicable) having been indemnified by against any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (reasonable out of pocket costs, charges or procure a Group Company to take) such action as is described in paragraph 3.1(b) against all costs reasonably and properly incurred and any further liability to Tax expenses which may be incurred in connection with any action referred to in this paragraph 5.1(c) (excluding, for the avoidance of doubt, any costs attributable to internal management or personnel time); (d) the Buyer shall give and shall procure that the Ardutch Europe Group Companies give to Ardutch all such assistance as may reasonably be necessary to give effect to paragraph 5.1(c); and (e) both parties shall be kept fully informed of any actual or proposed material developments (including any meetings with a Tax Authority) relating to the Demand or any action referred to in this paragraph 5.1 and the Buyer undertakes that it shall, and shall procure that each Ardutch Europe Group Company shall afford to Ardutch reasonable access to all material correspondence and documentation relating to the Demand or action and any other information, assistance and access to records and personnel as it reasonably requires in connection with the Demand or action and, other than to the extent that Ardutch has exercised its right under paragraph 5.1(c) to take conduct of the Demand (but without prejudice to such right), shall: (i) not send any communication or document to a Tax Authority or other third party in relation to the Demand without first giving Ardutch a reasonable opportunity to comment on such communication or document, and then incorporating Ardutch’s comments to the extent it is reasonable to do so; (ii) give Ardutch reasonable advance notice of any meeting or discussion within a Tax Authority relating to the Demand and the opportunity to participate in such meeting or discussion. 5.2 Paragraphs 5.1(b) to 5.1(e) shall only apply to a Demand falling within paragraph (c) of the definition of Demand (a) where, subsequent to the submission of the relevant Tax Return or other document constituting the Demand to the relevant Tax Authority, the Tax Liability which is the subject matter of the Tax Return or other document is disputed by the relevant Ardutch Europe Group Company or Ardutch, in which case references to “Demand” in paragraphs 5.1(b) to 5.1(e) shall be read as referring to such dispute, or (b) in any other case, once a Demand falling within paragraph (a) or (b) of the definition of Demand is made in respect of the Tax Liability in question. 5.3 Ardutch shall indemnify the Buyer, the relevant Ardutch Europe Group Company and any other member of the Buyer’s Tax Group (as applicable) against any reasonable out of pocket costs, charges or expenses properly and necessarily incurred in connection with any action referred to in paragraph 3.1(b5.1(b) (excluding, for the avoidance of doubt, any costs attributable to internal management or personnel time). 5.4 If any action requested by Xxxxxxx to be taken under this paragraph 5 cannot be taken prior to the Tax that is the subject matter of the Demand, always or a payment on account of that Tax, being paid to a Tax Authority or tribunal, court or other judicial body, then no such action shall be required to be taken unless Ardutch shall have paid to the Buyer (or, at the Buyer’s request, directly to the relevant Tax Authority, tribunal court or other judicial body) the relevant amount (a “Disputed Tax Payment”) no later than the date which is three (3) Business Days prior to the applicable deadline for payment provided that:, if Ardutch has not exercised its right under paragraph 5.1(c) to control any proceedings, negotiations, discussions or settlement of the Demand, the Buyer has given to Ardutch at least ten (10) Business Days prior to the applicable deadline written notice of the requirement to make the Disputed Tax Payment and all available details in respect thereof. 5.5 If Ardutch makes a Disputed Tax Payment, and the Demand is adjudicated, settled or compromised for a lesser sum than the amount of the Disputed Tax Payment, then (i) the difference between the Disputed Tax Payment and the amount for which the Demand is adjudicated, settled or compromised shall be repaid to Ardutch, and (ii) any interest payable to the Buyer or a Group Company from the relevant Tax Authority in relation thereto (but less any Tax thereon and any reasonable costs or expenses incurred by the Buyer or a Group Company in respect of such Demand) shall be paid to Ardutch, within ten (10) Business Days after, as applicable: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to receipt of a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability repayment in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request thereof by the Primary Indirect Interest Holders pursuant to this paragraph 3.2Buyer or a Group Company from the relevant Tax Authority; and or (b) if such a repayment is set off against any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due other amount payable to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10relevant Tax Authority, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b)date upon which that other amount would otherwise have been due for payment. 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser 5.6 The Buyer must not, and shall procure that no Ardutch Europe Group Company or any member of the Buyer’s Tax Group shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given could give rise to a liability for Ardutch under paragraph 3.1(a) above this Schedule or settleunder the Tax Warranties without Ardutch’s prior written consent and will procure that no matter relating to such a Demand is settled, dispose disposed of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 compromised without the Ardutch’s prior written consent of all of the Primary Indirect Interest Holders, (such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority or in relation to any Demand). 3.4 If the Primary Indirect Interest Holders do not: (i) request the Purchaser 5.7 The Buyer is not obliged to take, or procure the taking of, any such take action as mentioned in paragraph 3.1(b); or (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a), or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action 5.1 which involves an appeal contesting a Demand beyond the first appellate court body (excluding the Tax Authority which has made the Demand) in the relevant jurisdiction without concerned unless Xxxxxxx has first obtained (at its own cost) and shared with the Buyer an opinion from jointly chosen senior tax Counsel of a nationally or internationally recognised law firm or leading tax Counsel of no less than 10 years call, in each case, in good standing and nationally recognised leading Tax counsel with expertise in the matter at hand, that the appeal will, on the balance of probabilities, be wonsuccessful. 5.8 Notwithstanding any other provision, nothing in this paragraph 5 shall require the Buyer, a Ardutch Europe Group Company, or any other member of the Buyer’s Tax Group to take, make or procure any admission, agreement, compromise, action or omission where, in the opinion of the Buyer (acting reasonably and in good faith), making such admission, agreement, compromise, action or omission would: (a) be materially prejudicial to the business, goodwill or reputation of any member of the Buyer Group; (b) be misleading or inaccurate in any material respect; or (c) reasonably be expected to, having regard to all relevant circumstances (including the validity of any Tax Authority’s assertions or arguments and the prospects of its success in litigation), result in a material increase in the post-Completion liability to Tax of any member of the Buyer’s Tax Group (otherwise than by reason solely as a result of the use, in respect of a pre-Completion period (or part of any such period), or unavailability after Completion for any other reason, of a Relevant Tax Relief), provided that Xxxxxxx shall be entitled (at its own cost) to seek a review from senior tax Counsel of a nationally or internationally recognised law firm or leading tax Counsel of no less than 10 years call, in each case, in good standing and with expertise in the matter at hand, of any opinion of the Buyer for the purposes of this sub-paragraph 5.8(c) and such Counsel’s decision as to whether the proposed admission, agreement, compromise, action or omission would reasonably be expected to have such a result shall be binding in the absence of manifest error. 5.9 If Ardutch does not request the Buyer to take (or procure the taking of) any action mentioned in paragraph 5.1 within twenty (20) Business Days of receipt by Xxxxxxx of the notice referred to in paragraph 5.1(a), the Buyer and/or the Ardutch Europe Group Companies shall be free to pay or settle the Demand on such terms as they may in their sole discretion think fit, provided the Buyer has written to Ardutch stating its intention to do so and has given Ardutch a further ten (10) Business Days to exercise its rights under paragraph 5.1. If due to a shorter time limit applying for a response to a Tax Authority in respect of a Demand, the Parties are unable to comply with the timing requirements described in this paragraph 5.7, then: (a) the Parties shall use their good faith efforts to give effect to this paragraph 5.7 so as to provide each of the Parties with sufficient notice and opportunity to prepare a response to the Demand; and (b) if requested by Xxxxxxx and permitted under Law, the Buyer shall cause the relevant Ardutch Europe Group Company to apply for an extension to the date by which a response to the Demand is required (provided that Ardutch indemnifies the Ardutch Europe Group Companies for any cost or expense reasonably and properly incurred by a Ardutch Europe Group Company that arises as a result of such extension requested by Ardutch).

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 If 5.1 Subject to clause 5.2, if the Purchaser Buyer or a any Whirlpool Europe Group Company becomes aware of a Demand which reasonably could be expected to give rise to a liability for the Warrantors Whirlpool under paragraph 1.1 of this Schedule 9 (Tax Covenant) or under the Tax Warranties: (a) the Purchaser shall Buyer must give written notice to the Primary Indirect Interest Holders Whirlpool of the Demand (including reasonable particulars including, to the extent actually known to the Buyer, reasonably sufficient details of the DemandDemand and, where relevant, the due date for payment and the time limits for any appeal) as soon as reasonably practicable after the Buyer or the relevant Whirlpool Europe Group Company becomes aware of the Demand and in any event not more than fifteen twenty (1520) Business Days after the Purchaser Buyer or the relevant Whirlpool Europe Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax Covenant) or under the Tax Warranties)Demand; (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser Buyer shall take (or shall procure that a the relevant Whirlpool Europe Group Company shall taketakes) all such action as a Primary Indirect Interest Holder Whirlpool may reasonably request in writing to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one Demand or more of any matter relating to the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: Demand (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except although only to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (that any such joint agreement related matter could give rise to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request liability for action Whirlpool under this paragraph 3.1(b) shall promptly notify Schedule or under the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; andTax Warranties); (c) Whirlpool will have the Purchaser shall keep right (if it wishes) to control any proceedings, negotiations, discussions or settlement of the Primary Indirect Interest Holders informed of Demand or any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, matter relating to the Demand referred (although only to in paragraph 3.1(a). 3.2 The rights the extent that any such related matter could give rise to a liability for Whirlpool under this Schedule or under the Tax Warranties) if Whirlpool has first agreed (to the Buyer’s reasonable satisfaction) to indemnify the Buyer, the relevant Whirlpool Europe Group Company and any other member of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Buyer’s Tax Group Company (as applicable) having been indemnified by against any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (reasonable out of pocket costs, charges or procure a Group Company to take) such action as is described in paragraph 3.1(b) against all costs reasonably and properly incurred and any further liability to Tax expenses which may be incurred in connection with any action referred to in this paragraph 5.1(c) (excluding, for the avoidance of doubt, any costs attributable to internal management or personnel time); (d) the Buyer shall give and shall procure that the Whirlpool Europe Group Companies give to Whirlpool all such assistance as may reasonably be necessary to give effect to paragraph 5.1(c); and (e) both parties must be kept fully informed of any actual or proposed material developments (including any meetings with a Tax Authority) relating to the Demand or any action referred to in this paragraph 5.1 and the Buyer undertakes that it shall, and shall procure that each Whirlpool Europe Group Company shall afford to Whirlpool reasonable access to all material correspondence and documentation relating to the Demand or action and any other information, assistance and access to records and personnel as it reasonably requires in connection with the Demand or action and, other than to the extent that Whirlpool has exercised its right under paragraph 5.1(c) to take conduct of the Demand (but without prejudice to such right), shall: (i) not send any communication or document to a Tax Authority or other third party in relation to the Demand without first giving Whirlpool a reasonable opportunity to comment on such communication or document, and then incorporating Whirlpool’ comments to the extent it is reasonable to do so; (ii) give Whirlpool reasonable advance notice of any meeting or discussion within a Tax Authority relating to the Demand and the opportunity to participate in such meeting or discussion. 5.2 Paragraphs 5.1(b) to 5.1(e) shall only apply to a Demand falling within paragraph (c) of the definition of Demand (a) where, subsequent to the submission of the relevant Tax Return or other document constituting the Demand to the relevant Tax Authority, the Tax Liability which is the subject matter of the Tax Return or other document is subsequently disputed by the relevant Whirlpool Europe Group Company or Whirlpool, in which case references to “Demand” in paragraphs 5.1(b) to 5.1(e) shall be read as referring to such dispute, or (b) in any other case, once a Demand falling within paragraph (a) or (b) of the definition of Demand is made in respect of the Tax Liability in question. 5.3 Whirlpool shall indemnify the Buyer, the relevant Whirlpool Europe Group Company and any other member of the Buyer’s Tax Group (as applicable) against any reasonable out of pocket costs, charges or expenses properly and necessarily incurred in connection with any action referred to in paragraph 3.1(b5.1(b) (excluding, for the avoidance of doubt, any costs attributable to internal management or personnel time). 5.4 If any action requested by Whirlpool to be taken under this paragraph 5 cannot be taken prior to the Tax that is the subject matter of the Demand, always or a payment on account of that Tax, being paid to a Tax Authority or tribunal, court or other judicial body, then no such action shall be required to be taken unless Whirlpool shall have paid to the Buyer (or, at the Buyer’s request, directly to the relevant Tax Authority, tribunal court or other judicial body) the relevant amount (a “Disputed Tax Payment”) no later than the date which is three (3) Business Days prior to the applicable deadline for payment provided that:, if Whirlpool has not exercised its right under paragraph 5.1(c) to control any proceedings, negotiations, discussions or settlement of the Demand, the Buyer has given to Whirlpool at least ten (10) Business Days prior to the applicable deadline written notice of the requirement to make the Disputed Tax Payment and all available details in respect thereof. 5.5 If Whirlpool makes a Disputed Tax Payment, and the Demand is adjudicated, settled or compromised for a lesser sum than the amount of the Disputed Tax Payment, then (i) the difference between the Disputed Tax Payment and the amount for which the Demand is adjudicated, settled or compromised shall be repaid to Whirlpool, and (ii) any interest payable to the Buyer or a Group Company from the relevant Tax Authority in relation thereto (but less any Tax thereon and any reasonable costs or expenses incurred by the Buyer or a Group Company in respect of such Demand) shall be paid to Whirlpool, within ten (10) Business Days after, as applicable: (a) any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to receipt of a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability repayment in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request thereof by the Primary Indirect Interest Holders pursuant to this paragraph 3.2Buyer or a Group Company from the relevant Tax Authority; and or (b) if such a repayment is set off against any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due other amount payable to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10relevant Tax Authority, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b)date upon which that other amount would otherwise have been due for payment. 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser 5.6 The Buyer must not, and shall procure that no Whirlpool Europe Group Company or any member of the Buyer’s Tax Group shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given could give rise to a liability for Whirlpool under paragraph 3.1(a) above this Schedule or settleunder the Tax Warranties without Whirlpool’ prior written consent and will procure that no matter relating to such a Demand is settled, dispose disposed of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 compromised without the Whirlpool’ prior written consent of all of the Primary Indirect Interest Holders, (such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority or in relation to any Demand). 3.4 If the Primary Indirect Interest Holders do not: (i) request the Purchaser 5.7 The Buyer is not obliged to take, or procure the taking of, any such take action as mentioned in paragraph 3.1(b); or (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a), or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action 5.1 which involves an appeal contesting a Demand beyond the first appellate court body (excluding the Tax Authority which has made the Demand) in the relevant jurisdiction without concerned unless Whirlpool has first obtained (at its own cost) and shared with the Buyer an opinion from jointly chosen senior tax Counsel of a nationally or internationally recognised law firm or leading tax Counsel of no less than 10 years call, in each case, in good standing and nationally recognised leading Tax counsel with expertise in the matter at hand, that the appeal will, on the balance of probabilities, be wonsuccessful. 5.8 Subject to paragraph 5.9 below but notwithstanding any other provision, nothing in this paragraph 5 or in paragraph 6.2(b) below shall require the Buyer, a Whirlpool Europe Group Company, or any other member of the Buyer’s Tax Group to take, make or procure any admission, agreement, compromise, action or omission where, in the opinion of the Buyer (acting reasonably and in good faith), making such admission, agreement, compromise, action or omission would: (a) be materially prejudicial to the business, goodwill or reputation of any member of the Buyer Group; (b) be misleading or inaccurate in any material respect; or (c) reasonably be expected to, having regard to all relevant circumstances (including the validity of any Tax Authority’s assertions or arguments and the prospects of its success in litigation), result in a material increase in the post-Completion liability to Tax of any member of the Buyer’s Tax Group (otherwise than by reason solely as a result of the use, in respect of a pre-Completion period (or part of any such period), or unavailability after Completion for any other reason, of a Relevant Tax Relief), provided that Whirlpool shall be entitled (at its own cost) to seek a review from senior tax Counsel of a nationally or internationally recognised law firm or leading tax Counsel of no less than 10 years call, in each case, in good standing and with expertise in the matter at hand, of any opinion of the Buyer for the purposes of this sub-paragraph (c) and such Counsel’s decision as to whether the proposed admission, agreement, compromise, action or omission would reasonably be expected to have such a result shall be binding in the absence of manifest error.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 5.1 If the Purchaser or a Group the Company becomes shall become aware of a any Demand which reasonably could appears to the Purchaser to be expected to give rise to a liability relevant for the Warrantors under paragraph 1.1 purposes of this Schedule 9 (Tax Covenant) covenant or under the Tax Warranties: (a) Warranties the Purchaser shall give written notice to the Primary Indirect Interest Holders (by way of the Demand (including reasonable particulars of the Demand, the due date for payment and the time limits for any appeal) covenant but not as soon as reasonably practicable and in any event not more than fifteen (15) Business Days after the Purchaser or the relevant Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax CovenantCovenantor hereunder) or under give notice thereof to the Tax Warranties); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall take (or shall procure that a Group Company shall take) all such action as a Primary Indirect Interest Holder may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders Covenantor as soon as reasonably practicable in writing that, in its setting out reasonable opinion, such requests conflict (including reasonable particulars details of the conflict); Demand. 5.2 If the Covenantor shall indemnify and (ii) reasonably secure the Purchaser shall be under no obligation to take any such action except and the Company to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) 's reasonable satisfaction against all reasonable costs reasonably and properly incurred expenses including interest on overdue Tax and any further liability to Tax which may be incurred thereby, then the Purchaser shall procure that the Company will (except in connection with a case where fraudulent or wilful conduct is alleged by any Tax authority and subject to clause 5.3) take such action as is referred the Covenantor may request to in paragraph 3.1(bavoid, dispute, resist, appeal or compromise any Demand (including allowing the Covenantor to take over the conduct of all matters relating to any such Demand), always provided Provided that: (a) any the appointment of solicitors and other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only professional advisers to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 Company shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all approval of the Primary Indirect Interest HoldersPurchaser, such consent approval not to be unreasonably withheld or delayed. For ; (b) the avoidance of doubtCovenantor shall ensure that no correspondence, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure pleading or provision of any factual information to any Tax Authority other document is sent, transmitted, issued, entered into or in relation to any Demand. 3.4 If way published in connection with the Primary Indirect Interest Holders do not: (i) request the Purchaser to take, or procure the taking of, any such action as mentioned in paragraph 3.1(b); or (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice relevant Demand by the Primary Indirect Interest Holders under paragraph 3.1(a), Covenantor or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser their advisers without copies thereof being provided to the Primary Indirect Interest Holders for the samePurchaser; save as otherwise expressly provided herein, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided procure that the Purchaser or Group Company concerned has notified shall give the Primary Indirect Interest Holders in writing Covenantor all reasonable co-operation information and assistance for the purposes of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as aforesaid; (c) any request made by the Covenantor pursuant to this clause 5.2 shall be made within a reasonable time of receipt by the Covenantor of any notice given to the Covenantor in accordance with clause 5.1 (and, in any event, in the case of a Demand which requires an appeal to be made or other action to be taken within a specified period of time, a request is mentioned in paragraph 3.1(b) or indemnifying made by the Covenantor to the Purchaser and/or not later than five Business Days prior to the relevant Group expiry of such specified period); (d) the Purchaser and the Company as the case may be. 3.5 The Primary Indirect Interest Holders will shall not be entitled obliged to comply with any request of the Covenantor which involves contesting any assessment of Taxation before any court or any other appellate body (including any tribunal or court) unless they have been advised in writing, at the expense of the Covenantor, by leading tax counsel instructed by agreement between the Purchaser to takeand the Covenantor, or procure the taking of, an action which involves that an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal against such assessment will, on the balance of probabilities, be wonwon by the Purchaser or, as the case may be, the Company; (e) neither the Purchaser nor the Company shall be obliged to take any action which is likely to increase its liability to Taxation for accounting periods ending after Completion; and (f) the rights of the Covenantor under this clause 5.2 shall cease if it has been subject to an Insolvency Event.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 (a) If the Purchaser Buyer or a Target Group Company becomes aware of a any Demand which reasonably could be expected to give rise to a liability for the Warrantors Sellers under paragraph 1.1 this Tax Covenant or for breach of this Schedule 9 (Tax Covenant) or under any of the Tax Warranties: (a) , the Purchaser shall Buyer must give written notice to the Primary Indirect Interest Holders Sellers of the Demand (including reasonable particulars reasonably sufficient details of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable possible (and in any event not more than fifteen (15) Business Days 10 days after the Purchaser Buyer or the relevant Target Group Company becomes aware of the Demand (but for the avoidance of doubt, the giving of such notice shall not be a condition precedent to the liability of the Warrantors under this Schedule 9 (Tax CovenantDemand) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution of any such Demand, provided that the Purchaser shall must take (or shall procure that a Target Group Company shall will take) all such action as a Primary Indirect Interest Holder the Sellers may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one Demand or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except matter relating to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; andDemand. (cb) The Sellers will have the Purchaser shall keep right (if they wish) to control any proceedings taken in connection with the Primary Indirect Interest Holders action referred to in paragraph 4.1(a), and must be kept fully informed of any material actual or proposed developments (including any meetings) and shall provide the Primary Indirect Interest Holders must be provided with copies of all material correspondence and documentation relating to the Demand or action, and such any other information, assistance and access to records, books and accounts records and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a)it requires. 3.2 4.2 The rights Sellers shall indemnify (on an after-Tax basis) the Buyer, the relevant Target Group Company and any other member of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Buyer’s Tax Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) against all costs reasonably and properly incurred and any further liability to Tax which may be incurred in connection with any such action referred to in paragraph 4.1. 4.3 The Buyer will procure that no matter relating to the Demand as is referred to in paragraph 3.1(b)4.1 is settled or otherwise compromised without the Sellers’ prior written consent and the Buyer will, always provided that: (a) and will procure that each other member of the Buyer’s Tax Group and their advisers will not submit any correspondence or return or send any other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or document to any Tax Authority where the Demand in question is in relation to Buyer or a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only to the extent that such party’s liability in respect member of the Demand in question Buyer’s Tax Group or their advisers is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might aware or could reasonably be expected to have incurred in dealing with such Demand absent be aware that the effect of submitting the correspondence or return or sending the document would or could be to put the Tax Authority on notice of any request by the Primary Indirect Interest Holders pursuant to matter which could give rise to, or could increase, a claim under this paragraph 3.2; and (b) Tax Covenant or for breach of any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b)Tax Warranties. 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all of the Primary Indirect Interest Holders, such consent not to be unreasonably withheld or delayed. For the avoidance of doubt, an “admission of liability” within the meaning of the prior sentence shall not mean disclosure or provision of any factual information to any Tax Authority or in relation to any Demand. 3.4 4.4 If the Primary Indirect Interest Holders Sellers do not: (i) not request the Purchaser Buyer to take, or procure the taking of, any such appropriate action as mentioned in paragraph 3.1(b); or (ii) following receipt of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt 30 days of notice by to the Primary Indirect Interest Holders Sellers under paragraph 3.1(a)4.1, or one or more Primary Indirect Interest Holders do does not indemnify the Purchaser and/or Buyer, the relevant Target Group Company and any other member of the Buyer’s Tax Group as required by stated in paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the same4.2, the Purchaser shall Buyer will be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal will, on the balance of probabilities, be won.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 If the Purchaser or a Group the Company becomes shall become aware of a any Demand which reasonably could be expected to give rise to a liability is relevant for the Warrantors under paragraph 1.1 purposes of this Schedule 9 (Tax Covenant) covenant or under the Tax Warranties: (a) Warranties the Purchaser shall give written notice to the Primary Indirect Interest Holders of the Demand (including reasonable particulars of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in give notice thereof to the Seller. 3.2 If the Seller (or any event not more than fifteen (15person it nominates) shall, within 20 Business Days after the Purchaser or the relevant Group Company becomes aware of the Demand (but for the avoidance date of doubt, the giving of such any notice shall not be a condition precedent given to the liability of the Warrantors it under this Schedule 9 (Tax Covenant) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution paragraph 3.1 of any such Demand, provided that indemnify the Purchaser shall take (or shall procure that a Group and the Company shall take) all such action as a Primary Indirect Interest Holder may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) satisfaction against all costs reasonably losses, costs, interest, damages and properly incurred expenses and any further liability to Tax which may be incurred thereby, then the Purchaser shall procure that the Company, at Seller’s sole cost and expense will take such action as the Seller (or its nominee) may reasonably and promptly by written notice request to avoid, dispute, resist, appeal or compromise any Demand, and in connection with any such action as is referred to in paragraph 3.1(b), always provided thatso requested by the Seller: (a) any the appointment of lawyers and other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only professional advisers to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 Company shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all approval of the Primary Indirect Interest HoldersPurchaser, such consent approval not to be unreasonably withheld or delayed. For ; (b) the avoidance of doubtSeller (or its nominee) shall ensure that no substantive correspondence, an “admission of liability” within pleading or other document is sent, transmitted, issued, entered into or in any way published in connection with the meaning relevant Demand by the Seller (or its nominee) or its advisers without the prior approval of the prior sentence Purchaser, such approval not to be unreasonably withheld or delayed; (c) the Seller (or its nominee) shall not mean disclosure submit no computations or provision returns, nor make any settlement or compromise of the subject matter of the Demand, nor agree any matter in the conduct of any factual information dispute in relation thereto which is likely to affect the amount of the Demand, or the future liability of the Company to Tax, without the prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed; (d) if any Tax Authority dispute arises between the Purchaser and the Seller (or its nominee) as to whether any Demand should at any time be settled in full, or contested in whole or in part: (i) the Purchaser shall have an absolute discretion not to contest the Demand, subject to this sub-paragraph 3.2(d)(i). On receipt of written notice from the Seller setting out the Seller’s reasonable request for action to avoid, dispute, resist, appeal or compromise the relevant Demand, the Purchaser may respond by written notice setting out the Purchaser’s desire not to contest the Demand and making reference to this paragraph 3.2(d)(i), provided that the Seller will have no liability under this Agreement in relation to any Demand. 3.4 If the Primary Indirect Interest Holders do not: (i) request such Demand where the Purchaser to take, or procure the taking of, any such action as mentioned exercises its discretion in paragraph 3.1(b); or accordance with this paragraph; (ii) following receipt of a notice from if the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with does not exercise its discretion by written confirmation of jointly agreed action notice in accordance with paragraph 3.1(b)(ii)3.2(d)(i) above, the dispute as to whether any Demand should be contested shall be referred for determination to a tax adviser of repute in the relevant jurisdiction appointed by agreement between the Purchaser and the Seller or (if they do not agree) upon the application by either party to the President of the Institute of Chartered Accountants in England & Wales, or such equivalent institution in jurisdictions other than the UK, whose determination shall be final. The tax adviser so appointed shall be asked to advise whether, in each his opinion (acting as an expert and not as an arbitrator) there is a reasonable case within fifteen (15) Business Days of receipt of notice for appealing against the Demand. If, but only if, such opinion is in the affirmative shall an appeal be made and that Demand not then settled. The tax adviser’s costs shall be borne solely by the Primary Indirect Interest Holders under paragraph 3.1(a), Seller. Any further dispute arising between the parties as to whether any further appeal should be pursued following determination of an earlier appeal (whether or one or more Primary Indirect Interest Holders do not indemnify in favour of the Purchaser and/or the relevant Group Company Company) shall be resolved in a similar manner; and (e) save as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser to the Primary Indirect Interest Holders for the sameotherwise expressly provided herein, the Purchaser shall be free to satisfy or settle the relevant Tax Liability on such terms as it may reasonably think fit, provided procure that the Purchaser or Group Company concerned has notified shall give the Primary Indirect Interest Holders in writing Seller and its nominee all reasonable co-operation and assistance for the purposes of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may beaforesaid. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal will, on the balance of probabilities, be won.

MANNER OF MAKING AND CONDUCT OF CLAIMS. 3.1 4.1 If the Purchaser or a Group the Company becomes shall become aware of a any Demand which reasonably could appears to the Purchaser to be expected to give rise to a liability relevant for the Warrantors under paragraph 1.1 purposes of this Schedule 9 (Tax Covenant) covenant or under the Tax Warranties: (a) Warranties the Purchaser shall give written notice to the Primary Indirect Interest Holders of the Demand (including reasonable particulars of the Demand, the due date for payment and the time limits for any appeal) as soon as reasonably practicable and in any event not more than fifteen (15) Business Days after give notice thereof to the Purchaser or the relevant Group Company becomes aware Seller setting out reasonable details of the Demand (but for Demand. 4.2 If the avoidance of doubtSeller shall, the giving of such notice shall not be a condition precedent to the liability within 14 days of the Warrantors date of any notice given to it under this Schedule 9 (Tax Covenant) or under the Tax Warranties); (b) the Purchaser shall control the conduct and resolution paragraph 4.1 of any such Demand, provided that indemnify and secure the Purchaser shall take (or shall procure that a Group and the Company shall take) all such action as a Primary Indirect Interest Holder may reasonably request to avoid, dispute, resist, appeal, compromise or defend the Demand, except where one or more of the Primary Indirect Interest Holders requests that the Purchaser takes action which, in the Purchaser’s reasonable opinion, conflicts with a request for action received by the Purchaser from another Primary Indirect Interest Holder, in which case: (i) the Purchaser shall notify the Primary Indirect Interest Holders as soon as reasonably practicable in writing that, in its reasonable opinion, such requests conflict (including reasonable particulars of the conflict); and (ii) the Purchaser shall be under no obligation to take any such action except to the extent jointly agreed by the Primary Indirect Interest Holders who provided the conflicting requests (such joint agreement to be confirmed to the Purchaser in writing, with a copy to each Primary Indirect Interest Holder). Without affecting the Purchaser’s rights or obligations hereunder, a Primary Indirect Interest Holder who makes a request for action under this paragraph 3.1(b) shall promptly notify the other Primary Indirect Interest Holders of same in writing and provide them with written details of such request; and (c) the Purchaser shall keep the Primary Indirect Interest Holders informed of any material developments (including any meetings) and shall provide the Primary Indirect Interest Holders with copies of all material correspondence and documentation and such other information, assistance and access to records, books and accounts and personnel as they reasonably require, in each case, relating to the Demand referred to in paragraph 3.1(a). 3.2 The rights of the Primary Indirect Interest Holders under paragraph 3.1 (other than the right to receive notice) are subject to the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy and subject to the Purchaser and/or the relevant Group Company (as applicable) having been indemnified by any Primary Indirect Interest Holder(s) that has requested the Purchaser to take (or procure a Group Company to take) such action as is described in paragraph 3.1(b) 's satisfaction against all costs reasonably losses, costs, interest, damages and properly incurred expenses and any further liability to Tax which may be incurred thereby, then the Purchaser shall procure that the Company will (except in a case where fraudulent wilful or negligent conduct is alleged by any Tax authority) take such action as the Seller may reasonably and promptly by written notice request to avoid, dispute, resist, appeal or compromise any Demand; provided that where the Tax liability which is the subject of the Demand has to be paid before an appeal can be made or before any other action requested by the Seller can be taken, the Purchaser shall not be obliged to procure the Company to take any such action until the Seller shall have paid to the Purchaser an amount equal to the said liability, and in connection with any such action as is referred to in paragraph 3.1(b), always provided thatso requested by the Seller: (a) any the appointment of solicitors and other Warrantor shall reimburse such Primary Indirect Interest Holder(s) its Indirect Interest Holder Warranty Proportion (or where the Demand in question is in relation to a Transfer Pricing Specified Claim, its Indirect Interest Holder Adjustment Proportion) of any amounts paid under the aforementioned indemnity but only professional advisers to the extent that such party’s liability in respect of the Demand in question is less than its liability would have been in respect of the Demand as asserted, taking into account for this purpose legal costs that the Purchaser’s Group might reasonably be expected to have incurred in dealing with such Demand absent any request by the Primary Indirect Interest Holders pursuant to this paragraph 3.2; and (b) any obligation of the Managers to reimburse the Primary Indirect Interest Holders under this paragraph 3.2 Company shall be limited to and discharged only from payments (if any) due to the Managers from the Warranty Escrow Account under Clause 9.2, provided further that, without prejudice to Clauses 9 and 10, the Purchaser shall not in any circumstances be subject to any obligation or liability whatsoever with respect to the provisions of paragraphs 3.2(a) or (b). 3.3 Subject to paragraph 3.4, and the rights of Chartis Europe Limited under the Warranty and Indemnity Insurance Policy, the Purchaser must not, and shall procure that no Group Company shall, make any admission of liability to any Tax Authority or in relation to any Demand of which notification has been given under paragraph 3.1(a) above or settle, dispose of or otherwise compromise any matter relating to the Demand referred to in paragraph 3.1 without the prior written consent of all approval of the Primary Indirect Interest HoldersPurchaser, such consent approval not to be unreasonably withheld or delayed; (b) the Seller shall ensure that no correspondence, pleading or other document is sent, transmitted, issued, entered into or in any way published in connection with the relevant Demand by the Seller or its advisers without the prior approval of the Purchaser, such approval not to be unreasonably withheld or delayed; (c) the Seller shall submit no computations or returns, nor make any settlement or compromise of the subject matter of the Demand, nor agree any matter in the conduct of any dispute in relation thereto which is likely to affect the amount of the Demand, or the future liability of the Company to Tax, without the prior written approval of the Purchaser, such approval not to be unreasonably withheld or delayed; (d) if any dispute arises between the Purchaser and the Seller as to whether any Demand should at any time be settled in full, or contested in whole or in part, such dispute shall be referred for determination to a Barrister, of at least 10 years call at the English Bar with relevant experience, appointed by agreement between the Purchaser and the Seller or (if they do not agree) upon the application by either party to the President for the time being of The Law Society, whose determination shall be final. For the avoidance of doubtThe Barrister so appointed shall be asked to advise whether, in his opinion, (acting as an expert and not as an arbitrator), an “admission appeal against the Demand would have a reasonable prospect of liability” within success and shall be instructed, if the meaning dispute relates to a Demand issued by a Tax authority outside the United Kingdom, to obtain such advice from professional advisers of the prior sentence relevant jurisdiction as he thinks necessary in order to arrive at his opinion, and also to determine how the costs of obtaining his opinion should be allocated between the parties hereto. If, but only if, such opinion is in the affirmative shall an appeal be made and that Demand not mean disclosure then settled. Any further dispute arising between the parties as to whether any further appeal should be pursued following determination of an earlier appeal (whether or provision not in favour of any factual information to any Tax Authority or the Company) shall be resolved in relation to any Demanda similar manner; and (e) save as otherwise expressly provided herein, the Purchaser shall procure that the Company shall give the Seller all reasonable co- operation and assistance for the purposes of taking such action as aforesaid. 3.4 4.3 If the Primary Indirect Interest Holders do not: (i) Seller does not request the Purchaser to taketake any action within 14 days as aforesaid, or procure the taking of, Purchaser and the Company shall not be indemnified at any such action time and secured as mentioned provided in paragraph 3.1(b); 4.2 or (ii) following receipt Counsel shall advise that an appeal against the relevant Demand does not have a reasonable prospect of a notice from the Purchaser pursuant to paragraph 3.1(b)(i), provide the Purchaser with written confirmation of jointly agreed action in accordance with paragraph 3.1(b)(ii), in each case within fifteen (15) Business Days of receipt of notice by the Primary Indirect Interest Holders under paragraph 3.1(a)success, or one or more Primary Indirect Interest Holders do not indemnify the Purchaser and/or the relevant Group Company as required by paragraph 3.2 within a reasonable period of time following written request from the Purchaser Seller otherwise fails to the Primary Indirect Interest Holders for the samefulfil its obligations hereunder, the Purchaser and the Company shall be free to satisfy or settle take such action in relation to the relevant Tax Liability on such terms Demand as it or they may reasonably in its or their absolute discretion think fit, provided that the Purchaser or Group Company concerned has notified the Primary Indirect Interest Holders in writing of its intention so to deal with the matter and the Primary Indirect Interest Holders have not responded within five (5) Business Days requesting the Purchaser to take, or procure the taking of, any such action as is mentioned in paragraph 3.1(b) or indemnifying the Purchaser and/or the relevant Group Company as the case may be. 3.5 The Primary Indirect Interest Holders will not be entitled to request the Purchaser to take, or procure the taking of, an action which involves an appeal beyond the first appellate court in the relevant jurisdiction without an opinion from jointly chosen and nationally recognised leading Tax counsel that the appeal will, on the balance of probabilities, be won.