Common use of Procedures Relating to Indemnification of Tax Claims Clause in Contracts

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one any Taxing Authority or other Person asserts a Tax Claim, then the party is responsible for the payment hereto first receiving notice of Taxes pursuant such Tax Claim promptly shall provide written notice of such Tax Claim to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (hereto; provided that the "Tax Indemnified Party") receives failure of Buyer to give such prompt notice to Seller of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute such Tax Claim shall not relieve Seller of any of its obligations under this Section 10.8 unless Seller is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other claim Person. (a "b) Seller shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claim") Claims with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party Taxes for which it is responsible as set forth in writing of such Tax ClaimSection 10.7. If notice of a Tax Claim is not given In order to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest defend or prosecute any such Tax Claim, Seller shall notify Buyer that it elects to defend or in reasonable detail prosecute such Tax Claim (“Election Notice”) within thirty (30) days after (i) the date on which Seller received notice of any such Tax Claim from Buyer (with respect to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable Claims as to the Tax Indemnified Party (which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which Seller delivered to Buyer notice of its Affiliates any such Tax Claim (with respect to Tax Claims as to which Seller first received notice from a Taxing Authority or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 other Person). With respect to any Tax ClaimClam as to which Seller has provided an Election Notice to Buyer, Seller shall defend or prosecute such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Seller to a Final Determination; provided that Seller shall not, without the prior written consent of Buyer, enter into any compromise or settlement of such Tax Indemnifying Party Claim that would result in any Tax detriment to any Tax Indemnitee. Seller shall assume inform Buyer of all material developments and control all proceedings taken in connection with events relating to such Tax Claim (including selection providing to Buyer copies of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim written materials relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim), and making employees available on a mutually convenient basis Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to provide additional information attend, but not participate in or explanation of any material provided hereunder or to testify at control, all conferences, meetings and proceedings relating to such Tax Claim. 9.6.2.4 In no case (c) If, with respect to any Tax Claim, Seller fails to deliver an Election Notice to Buyer within the period provided in Section 10.8(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Claim, and the reasonable costs of such defense or prosecution shall become a part of the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentClaim.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 12.5.1 If one party a claim for Taxes is responsible for the made or a notice of an audit is issued by any Tax Authority in writing, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.6.1 (12.4, the "Tax Indemnifying Party"), and the other party seeking indemnification (the "Tax Indemnified Party") receives notice shall promptly notify the other party (the "Tax Indemnifying Party") in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow such party the Tax Indemnifying Party effectively to contest such Tax Claim, or and in reasonable detail to apprise such party the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Tax Authority. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officersParty's obligation under Section 12.4, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party position is actually materially prejudiced as a result thereofby such failure to give prompt notice. 9.6.2.2 12.5.2 With respect to any Tax ClaimClaim which might result in an indemnity payment to Holdings pursuant to Section 12.4 (including, the Tax Indemnifying Party without limitation, Taxes relating to a Pre-Closing Period), Parent shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) to the extent relating to periods ending prior to the Closing or any Pre-Closing Period and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim. Parent shall not under any circumstances settle or otherwise compromise any Tax Claim in any permissible manner; provided, however, that referred to in the case of a Tax Claim relating solely preceding sentence without Holdings' prior written consent, not to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings be unreasonably withheld. In connection with any proceeding taken in connection with any such Tax Claim, further provided, that in the case (i) Parent shall keep Holdings informed of the settlement of any all material developments and events relating to such Tax Claim that can be reasonably expected if involving a material liability for Taxes, and (ii) Holdings shall have the right to impact the Taxes of participate, at its sole expense, in (but not control) any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates such proceedings. Holdings shall cooperate with the Tax Indemnifying Party Parent in contesting any such Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) issuance of a power of attorney, the provision to the Tax Indemnifying Party Parent of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Parent shall reimburse Holdings for any out-of-pocket expenses incurred with respect thereto. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise 12.5.3 With respect to any Tax Claim without not described in the Tax Indemnifying Party's prior written consent. Neither party preceding paragraph (including that which might result in an indemnity payment to Parent pursuant to Section 12.4), Holdings shall settle a Tax Claim relating solely control all proceedings in accordance with provisions that are parallel to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentthose in Section 12.5.2.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax ClaimBuyer, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any one of its Affiliates affiliates or any of their respective directors, officers, directors, employees, stockholders, agents or representatives) representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is Sellers have been actually and materially prejudiced as a result thereof. 9.6.2.2 of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax ClaimClaim relating to a taxable period ending on or prior to December 31, 1998, the Tax Indemnifying Party Sellers shall assume and control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its their sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the case Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating solely to Taxes such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of a Company deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or Subsidiary for a Straddle Periodin advance of submission to (as the case may be), the relevant taxing authority. The Sellers and Purchaser the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, without the prior written consent of the Purchaser other. The Buyer shall be required (which consent may not be unreasonably conditionedcontrol all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, withheld or delayed). 9.6.2.3 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Tax Indemnified Party Buyer shall, and shall cause the Company and each of its respective Affiliates shall affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (and, upon the Tax Indemnifying Party's request) , the provision to the Tax Indemnifying Party requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party a claim shall be made by any Taxing Authority, for which Quicksilver is responsible for the payment of Taxes or may be liable pursuant to Section 9.6.1 this Agreement, BreitBurn shall notify Quicksilver in writing within ten (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party"10) receives Business Days of receipt by BreitBurn of notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "“Tax Claim") with respect ”). Failure to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If give prompt notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any indemnification obligations hereunder in the absence of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofactual material prejudice. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Quicksilver, at Quicksilver’s expense, shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel), and BreitBurn shall execute or cause to be executed powers of attorney or other documents necessary to enable Quicksilver to take all actions that do not materially adversely affect BreitBurn or its Affiliates, or the Acquired Companies, or the direct or indirect owners of their respective equity interests. Quicksilver shall permit BreitBurn to participate in (but not control) and, without limiting such proceedings through counsel chosen by BreitBurn (but the foregoing, fees and expenses of such counsel shall be paid by BreitBurn). Quicksilver may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect theretoto such Tax Claim, and maymay initiate any claim for refund, file any amended return, or take any other action which is deemed appropriate by Quicksilver with respect to such Tax Claim, provided such actions do not materially adversely affect BreitBurn or its Affiliates, the Acquired Companies, or the direct or indirect owners of their respective equity interests. Notwithstanding the foregoing, Quicksilver and BreitBurn shall jointly control all proceedings in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in connection with any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Periodtaxable period beginning before the Closing Date and ending after the Closing Date, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party bear and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention pay costs and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant expenses related to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consentproceedings. Neither No party shall settle a Tax Claim relating solely to Taxes of any Company the Acquired Companies or Subsidiary WCGP for a Straddle Pre-Closing Tax Period or a taxable period beginning before the Closing Date and ending after the Closing Date without the other party's ’s prior written consentconsent (which consent may not be unreasonably withheld, conditioned or delayed).

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party Party is responsible for the payment of Taxes pursuant to Section 9.6.1 8.01, Section 8.02, or Section 9.03 (the "“Tax Indemnifying Party"”), and the other party Party to this Agreement (the "“Tax Indemnified Party"”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "“Tax Claim"”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If No failure or delay on the part of the Tax Indemnified Party to give notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period shall reduce or otherwise affect the obligations or liabilities of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable pursuant to the Tax Indemnified Party (or any of its Affiliates or any of their respective officersthis Agreement, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofthereby. 9.6.2.2 With respect to any Tax Claim, the (b) The Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue applicable audit or forego any examination and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case defense of a Tax Claim relating solely involving any Taxes for which it has an obligation to Taxes of a Company indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Subsidiary for a Straddle PeriodSection 8.03, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall affiliates agree to cooperate reasonably with the Tax Indemnifying Party in contesting pursuing such contest, including execution of any Tax Claim, which cooperation shall include the retention and (upon powers of attorney in favor of the Tax Indemnifying Party's request) . Notwithstanding anything to the provision to contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of records all material developments and information which are reasonably relevant events relating to such Tax Claim, and making employees available on a mutually convenient basis the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to provide additional information participate in (but not control) the applicable audit or explanation examination and defense of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 (c) In no case shall the any Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party's ’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither party Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any Company or Subsidiary of its subsidiaries for a Straddle Period without the other party's Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party a notice of any Tax Claim is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "received by a Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow such party the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, or and in reasonable detail to apprise such party the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officersParty's obligation under Section 7.1, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party position is actually materially prejudiced as a result thereofby such failure to give prompt notice. 9.6.2.2 (b) With respect to any Tax ClaimClaim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Tax Indemnifying Party Seller shall assume and at its election control all audits and proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its their sole discretion and at their sole expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim in any permissible manner; provided, however, that not described in the case of a Tax Claim relating solely preceding paragraph which might result in an indemnity payment to Taxes of a Company or Subsidiary for a Straddle Periodthe Seller pursuant to Section 7.2, Sellers and the Purchaser shall jointly control all proceedings taken in connection accordance with any such Tax Claim, further provided, provisions that are parallel to those in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed)first preceding paragraph. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one (i) Promptly after a party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "“Tax Indemnifying Indemnified Party"), and ”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the "“Tax Indemnified Indemnifying Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes”), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such the Tax Claim. If notice of a Tax Claim is not given issue and thereafter shall promptly forward to the Tax Indemnifying Party within a sufficient period copies of time the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to allow such party effectively to contest such Tax ClaimControversy; provided, or in reasonable detail however, that a failure to apprise give such party of the nature of the Tax Claim, the Tax Indemnifying Party shall notice will not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officersParty’s rights to indemnification under this Article XI, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to thereby. In the event that after the Closing Date, any Tax Claim, Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party shall assume and control all proceedings taken in connection with pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Claim Indemnifying Party shall within five (including selection 5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of counselthis Section 11.07(e) andand has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. (ii) Except as otherwise provided in this Section 11.07(e)(ii), without limiting after the foregoingClosing Date, may in Purchaser shall control the conduct, through counsel of its sole discretion pursue or forego own choosing, of any and all administrative proceedings with any taxing authority Tax Controversy with respect thereto, and may, in its sole discretion, either pay to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in Period. In the case of a Tax Claim relating solely Controversy after the Closing Date that relates to Taxes of the Company or a Company or Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control the handling, settling or contesting of any such Tax Controversy. Seller shall notify Purchaser of any impending settlement, compromise and/or concession of any Tax Controversy (or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle PeriodPeriod and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Sellers Purchaser and Purchaser Seller shall jointly control all proceedings taken represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax ClaimControversy. Purchaser and Seller shall mutually agree on any settlement or other disposition of the Tax Controversy with respect to a Straddle Period. In the event Purchaser and Seller are unable to agree regarding any aspect of the conduct of any such Tax Controversy, further provided, the decision shall be made by counsel employed (and agreed by both parties) to pursue such Tax Controversy on the basis of counsel’s good faith judgment regarding the course of action that would produce the overall lowest present value of Tax and litigation cost to the parties. Any such Tax Controversy expenses with respect to a Straddle Period shall be borne by Purchaser and Seller in the case of same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party shall keep the settlement Tax Indemnified Party reasonably informed as to the progress of any Tax Claim that can be reasonably expected proceeding with respect to impact the Taxes of any Company or Subsidiary for any a Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision Controversy to the Tax Indemnifying Party of records and information which are reasonably relevant to extent such Tax Claim, proceeding relates to Taxes payable by or with respect to the Company and making employees available on a mutually convenient basis to provide additional information the Company Subsidiaries and shall consider in good faith any written comments or explanation of any material provided hereunder or to testify at proceedings relating to suggestions regarding such Tax Claim. 9.6.2.4 In no case shall proceeding from the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible a claim for the payment Taxes, including notice of Taxes a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 9.6.1 6.06(a) (the "any such claim, a “Tax Indemnifying Party"Claim”), and the Party which receives such claim shall notify the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim. If notice ; provided, that the failure of a Tax Claim is not given Party to give such notice to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying other Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representativesindemnification provided under Section 6.06(a) except to the extent that the Tax Indemnifying Party position is has actually been materially prejudiced as a result thereofby such failure. 9.6.2.2 With (b) Seller shall control any Tax Claim with respect to any Seller Group Tax Return, and Buyer shall not participate in or control any such Tax Claim. (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with respect to any Tax ClaimClaim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the Tax Indemnifying Party shall assume and right to control all proceedings taken in connection with the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (including selection 10) days of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Seller’s receipt from Buyer of notice of such Tax Claim in any permissible manneraccordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in if the case resolution of the settlement of any such Tax Claim that can would reasonably be reasonably expected to impact have a material effect on the Taxes Tax Liability of Buyer or any Company of its Affiliates (including the Transferred Entities or Subsidiary for the JV Entities) in any Tax period other than a PrePost-Closing Tax Period, the prior written consent of the Purchaser and Seller shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without the Tax Indemnifying Party's Seller’s prior written consent. Neither party , which shall settle a Tax Claim relating solely to Taxes of any Company not be unreasonably withheld, conditioned or Subsidiary for a Straddle Period without the other party's prior written consentdelayed.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 12.5.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 12.5.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 12.5.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company TCH or Subsidiary for a Straddle PeriodPeriod or for a Pre-Closing Tax Period which could have a material impact on any taxable period beginning after the Closing Date, Sellers Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 12.5.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 12.5.2.4 In no case shall the Tax Indemnified Party, the CompaniesTCH, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent, which consent shall not be unreasonably delayed or withheld. Neither party shall settle a Tax Claim relating solely to Taxes of TCH or any Company or Subsidiary for a Straddle Period without the other party's prior written consent, which consent shall not be unreasonably delayed or withheld, and the Seller shall not settle a Tax Claim for a Pre-Closing Tax Period which could have a material impact on any taxable period beginning after the Closing Date.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the a claim shall be made by any Taxing Authority, which, if successful, Purchaser reasonably determines could result in an indemnity payment of Taxes to any Purchaser Indemnitee pursuant to this Section 9.6.1 (the "Tax Indemnifying Party")8.02, and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party Purchaser shall promptly notify the Tax Indemnifying Party Sellers in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Tax Indemnifying Party Sellers within a sufficient period of time to allow such party the Sellers to effectively to contest such Tax Claim, or in reasonable detail to apprise such party the Sellers of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, the Sellers shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Purchaser Indemnitee to the extent that the Tax Indemnifying Party Sellers’ position is actually materially prejudiced as a result thereof. 9.6.2.2 (ii) With respect to any Tax ClaimClaim relating solely to Taxes of the Business for a Pre-Closing Tax Period, the Tax Indemnifying Party Sellers shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counselcounsel reasonably satisfactory to the Purchaser) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto; provided, however that the Sellers shall consult with Purchaser upon Purchaser’s reasonable request for such consultation from time to time with respect to such proceeding, and may, in its sole their discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in however the case of a Sellers may not settle any controversy without Purchaser’s consent. With respect to any Tax Claim relating solely to Taxes of a Company or Subsidiary the Business for a Straddle Period, Sellers and Purchaser shall jointly control (a) each party may participate in all proceedings taken in connection with any such Tax Claim, further providedat its expense, and (b) the proceedings taken in connection with such Tax Claim shall be controlled by that in party which would bear the case burden of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent greater portion of the Purchaser shall sum of the adjustment and any corresponding adjustments that may reasonably be required (which consent may not be unreasonably conditioned, withheld or delayed)anticipated for future Tax periods. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's requestiii) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary the Business for a Straddle Period without the other party's ’s prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) The indemnification obligation set forth in Section 8.02(a) shall survive until 30 days after the expiration of the relevant statute of limitations (giving effect to any waiver, mitigation or extension thereof). (v) Any indemnification of a Purchaser Indemnitee pursuant to this Section 8.02 shall be effected by wire transfer or transfers of immediately available funds from the Sellers to an account or accounts designated in writing by the applicable Purchaser Indemnitee to the Sellers within 15 days after the final determination thereof.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is responsible for the payment of Taxes pursuant to Section 9.6.1 sought (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified PartyIndemnitor") receives notice in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Indemnitor within a sufficient period of time to allow such party the Tax Indemnitor to effectively to contest such Tax Claim, or in reasonable detail to apprise such party the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party Indemnitor shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Indemnitee to the extent that the Tax Indemnifying Party position Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Indemnitor shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; , provided, however, that in the case of Tax Indemnitor shall not settle or compromise a Tax Claim relating solely without giving 30 days' prior notice to Taxes of a Company or Subsidiary for a Straddle Periodthe Tax Indemnitee, Sellers and Purchaser without the Tax Indemnitee's consent, which shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 , if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnified Party Indemnitee, and each of its respective Affiliates Affiliates, shall cooperate with the Tax Indemnifying Party Indemnitor in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyIndemnitor's request) the provision to the Tax Indemnifying Party Indemnitor of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one (i) Promptly after a party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "“Tax Indemnifying Indemnified Party"), and ”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 9.01 (a “Tax Controversy”) by it against the other party (the "“Tax Indemnified Indemnifying Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes”), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such the Tax Claim. If notice of a Tax Claim is not given issue and thereafter shall promptly forward to the Tax Indemnifying Party within a sufficient period copies of time the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible mannerControversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party. (ii) Except as otherwise provided in this Section 9.09(c)(ii), after the Closing Date (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (except in the case of a Tax Claim relating solely Controversy that relates to Taxes a Pre-Closing Consolidated Return) at its own expense. The Seller shall not settle, compromise and/or concede any portion of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that Controversy (except in the case of the settlement of any a Tax Claim Controversy that can be reasonably expected relates to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Consolidated Return) without obtaining the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of a Tax PeriodControversy that relates both to Taxes for which Purchaser is indemnified under Section 9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to participate in such Tax Controversy at its own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Controversy without the prior written consent of the Purchaser shall be required (Seller, which consent may shall not be unreasonably withheld, delayed or conditioned, withheld or delayed). 9.6.2.3 . The Tax Indemnifying Party shall keep the Tax Indemnified Party and each reasonably informed as to the progress of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the proceeding with respect to a Tax Indemnifying Party's request) the provision Controversy to the Tax Indemnifying Party of records and information which are reasonably relevant to extent such Tax Claim, proceeding relates to Taxes payable by or with respect to the Transferred Entities and making employees available on a mutually convenient basis to provide additional information shall consider in good faith any written comments or explanation of any material provided hereunder or to testify at proceedings relating to suggestions regarding such Tax Claim. 9.6.2.4 In no case shall proceeding from the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the any fact, circumstance, or event shall exist with respect to which any Purchaser Indemnitee intends to seek an indemnity payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"8.02(a), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party Purchaser shall promptly notify the Tax Indemnifying Party Parent in writing within 5 Business Days of receipt of such fact, circumstance or event (a “Tax Claim”). If Failure to give notice of a Tax Claim is not given to the Tax Indemnifying Party Parent in writing within a 5 Business Days of receipt and in reasonably sufficient period of time detail to allow such party Parent to effectively to contest such Tax Claim, or in reasonable detail Claim shall affect the Liability of Parent to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Purchaser Indemnitee only to the extent that the Tax Indemnifying Party Parent’s position is actually materially prejudiced as a result thereof. 9.6.2.2 With respect (b) Parent, at its sole cost and expense, shall have the authority to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary any of the Companies for a Straddle Pre-Closing Tax Period, Sellers and may make all decisions in connection with such Tax Claim; provided, however, that (i) Purchaser and counsel of its own choosing shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim (at Purchaser’s sole cost and expense), and (ii) Parent shall not settle or compromise any Tax Claim that could adversely affect Purchaser, the Companies or any Affiliate of the foregoing without the prior written consent of Purchaser (not to be unreasonably withheld or delayed). Parent and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary the Companies for a Straddle Period Period, and neither party shall settle any such Tax Claim without the other party's prior written consentconsent of the other party (not to be unreasonably withheld or delayed). Purchaser shall control all proceedings with respect to all other Tax Claims. (c) Except as otherwise provided in this Section 8.07(c), any indemnity payment to be made under Section 8.02 shall be paid within 30 Business Days after the applicable indemnitee makes written demand upon the indemnifying party, but in no case later than five (5) Business Days prior to the date on which the relevant Taxes are required to be paid to the relevant Taxing Authority (including as estimated Tax payments). Notwithstanding the foregoing, in the case of a payment relating to an assessment by a Taxing Authority that is being contested by Parent, Holdings or a Purchaser Indemnitee, any payment to be made by Parent or Holdings under Section 8.02 with respect to the assessment shall be paid by Parent or Holdings within 30 Business Days following the conclusion of the applicable contest unless applicable law requires such payment to be made by an earlier date. Any request for an indemnity payment under this Article VIII shall include calculations or other materials supporting such Liability.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one a claim is made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer or Sellers under Section 10.01, the indemnified party is responsible for shall promptly notify the payment indemnifying party in writing of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim ("Tax Notice") received by the indemnified party after the Closing Date is not given to the Tax Indemnifying Party indemnifying party within a sufficient period of time to allow such the indemnifying party to effectively to contest such Tax Claim, or in reasonable detail to apprise such the indemnifying party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnified party to the extent that the Tax Indemnifying Party indemnifying party's position is actually prejudiced as a result thereof. 9.6.2.2 With respect . The indemnifying party shall control, at its sole expense, all proceedings, including selection of counsel reasonably satisfactory to any Tax Claimthe indemnified party, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such any Tax Claim (including selection except as set forth below) and subject to the consent right of counsel) the indemnified party set forth in the next paragraph of this Section 10.7 and, without limiting the foregoing, may in its sole discretion with the consent of the indemnified party pursue or forego any and all administrative proceedings appeals, proceedings, hearings, and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; providedmanner so long as (i) the indemnifying party notifies the indemnified Party in writing within fifteen (15) days after the indemnified party has given notice of the Tax Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any adverse consequences the indemnified party may suffer from, howeverarising out of, that relating to, in the case of a Tax Claim relating solely to Taxes of a Company nature of, or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such caused by the Tax Claim, further provided(ii) any proposed settlement of, that or an adverse judgment with respect to, the Tax Claim will not establish a precedential custom or practice adverse to the continuing business interests of the Buyer or the Companies or otherwise have an adverse effect on a Tax position of the Buyer or the Companies for periods beginning on or after, or including, the Closing Date, and (iii) the indemnifying party conducts the defense of the Tax Claim actively and diligently. So long as the indemnifying party is conducting the defense of the Tax Claim in accordance with the preceding sentence, the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the case defense of the settlement Tax Claim. In the event that any of the conditions set forth above is or becomes unsatisfied, (i) the indemnified party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Tax Claim in any manner it reasonably may deem appropriate, provided that can be reasonably expected the indemnified party will not consent to impact the Taxes entry of any Company judgment or Subsidiary for enter into any Tax period other than a Pre-Closing Tax Period, settlement without the prior written consent of the Purchaser shall be required (indemnifying party, which consent may shall not be unreasonably conditioned, withheld or delayed, (ii) the indemnifying party will reimburse the indemnified party promptly and periodically for the costs of defending against the Tax Claim (including reasonable attorney's fees and expenses). 9.6.2.3 The , and (iii) the indemnifying party will remain responsible for any adverse consequences the indemnified party may suffer resulting from, arising out of, relating to, or caused by the Tax Indemnified Party Claim. Notwithstanding the foregoing, the U.S. Sellers or Xxxxxxx shall control, at their sole expense, all proceedings relating to Income Taxes of the U.S. Sellers. Each of the indemnified party and each of its the indemnifying party and their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax ClaimClaim (with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not compensation payments to or with respect to employees) of any indemnified party incurred in connection therewith), which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which that are reasonably relevant to such the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such the Tax Claim. 9.6.2.4 In . Except as set forth above, in no case shall the Tax Indemnified Party, indemnified party or the Companies, the Subsidiariesindemnifying party or their respective affiliates admit any liability with respect to, or any of their respective officerssettle, directorscompromise, employeesor discharge, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consentconsent of the other party, which shall not be unreasonably withheld or delayed; provided, that Sellers or Xxxxxxx may admit liability with respect to, or settle or compromise, any Tax Claim relating to Income Taxes of the U.S. Sellers without the consent of Buyer. Neither party shall settle If a Tax Claim relating solely to includes Taxes of any Company or Subsidiary for a Straddle Period Period, Sellers (if the claims for Taxes for which Sellers can reasonably be expected to be liable exceeds the claim for which Buyer can be expected to be liable) or otherwise Buyer (Sellers, on the one hand, or Buyer, on the other hand, the "Controlling Party") shall be entitled to conduct the defense of said Tax Claim. In such case, the other party (the "Non-Controlling Party") shall be entitled to participate fully (at its expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the other party's prior written consentconsent of such Non-Controlling Party (which consent shall not be unreasonably withheld, taking into account for this purpose any precedential custom or practice that may be established).

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one notice of an audit, examination or other proceeding is received from any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is responsible for the payment of Taxes pursuant to Section 9.6.1 sought (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified PartyIndemnitor") receives notice in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such potential claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively participate in such party effectively to contest such Tax Claimaudit, examination or proceeding, or in reasonable detail to apprise such party the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party Indemnitor shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Indemnitee to the extent that the Tax Indemnifying Party position Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax ClaimClaim for which it agrees that any resulting Tax is covered by the indemnity given in this Article IX, the Tax Indemnifying Party Indemnitor shall assume control that portion of any audit, examination and control all proceedings taken other proceeding in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the any Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in (i) the case Tax Indemnitor shall keep the Tax Indemnitee informed regarding the progress and substantive aspects of any such Tax Claim and (ii) the Tax Indemnitor shall not settle or compromise a Tax Claim relating solely without giving 15 days' prior notice to Taxes of a Company or Subsidiary for a Straddle Periodthe Tax Indemnitee, Sellers and Purchaser without the Tax Indemnitee's consent, which shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 . The Tax Indemnified Party Indemnitee, and each of its respective Affiliates Affiliates, shall cooperate with the Tax Indemnifying Party Indemnitor in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyIndemnitor's request) the provision to the Tax Indemnifying Party Indemnitor of records Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one any taxing authority shall notify a party hereto that it is responsible for the making a claim which, if successful, might result in an indemnity payment of Taxes by Mariner LLC or a subsidiary to an Indemnified Management Shareholder pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim B.1 (a "Tax Claim"), then such party shall give notice to Mariner LLC (or, if such party is Mariner LLC, Mariner LLC shall give notice to each Management Shareholder) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice Claim within five days of a Tax Claim is not given to becoming aware of the Tax Indemnifying Party within a sufficient period existence of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party . Mariner LLC shall not be liable to the Tax Indemnified Party (or any of thereafter control at its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume sole risk and control expense all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel and settlement thereof) and, without limiting the foregoing, may in its sole discretion and at its sole risk and expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed on behalf of the relevant Indemnified Management Shareholder and sue xxx for a refund where applicable law permits such refund suits or contest the or settle such Tax Claim in any other permissible manner; provided, however, that in (i) Mariner LLC shall not have the case authority to extend the statute of a Tax Claim relating solely limitations with respect to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact without the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written relevant Indemnified Management Shareholder's consent of the Purchaser shall be required (which consent may shall not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention withheld) and (upon the Tax Indemnifying Partyii) Mariner LLC's request) the provision control of any contest or proceeding shall be limited to issues with respect to the Tax Indemnifying Party Claim and the relevant Indemnified Management Shareholder shall be entitled to settle or contest, in his or her sole and absolute discretion, any other issue raised by the Internal Revenue Service or any other taxing authority. If Mariner LLC elects to pay the relevant Tax on behalf of records an Indemnified Management Shareholder and information sue xxx a refund, Mariner LLC shall indemnify and hold harmless the Indemnified Management Shareholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in Section B.1) for any "taxes" (as defined in subsection B.4(c)) arising from such payment on such Indemnified Management Shareholder's behalf. In addition, Mariner LLC shall indemnify and hold harmless the Indemnified Management Shareholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in Section B.1) for any taxes arising from the payment of expenses by Mariner LLC incident to such contest or proceeding of such Tax Claim (including without limitation fees and disbursements of counsel and experts retained by Mariner LLC. If a claim by a taxing authority involves multiple issues, the contest of some of which are reasonably relevant to such Tax Claimcontrolled by Mariner LLC hereunder, and making employees available on a mutually convenient basis the contest of others of which are controlled by an Indemnified Management Shareholder hereunder, and it is impossible to provide additional information or explanation sever such issues, the choice of any material provided hereunder or whether to testify at proceedings pay the taxes relating to such multiple issues and sue xxx a refund (where available) or, instead, to contest such multiple issues without payment (such as in United States Tax ClaimCourt), shall be made by the party (Mariner LLC or the Indemnified Management Shareholder) controlling the contest of the issues involving the larger potential liability for taxes. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If a claim shall be made by any Taxing authority, which, if successful, might result in an indemnity payment to the Purchaser or one party is responsible for the payment of Taxes its affiliates pursuant to Section 9.6.1 (7.4, the "Tax Indemnifying Party"), and Purchaser shall promptly notify the other party (the "Tax Indemnified Party") receives notice Seller in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax ClaimTAX CLAIM") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Seller within a sufficient period of time to allow such party the Seller to effectively to contest such Tax Claim, or in reasonable detail to apprise such party the Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, the Seller shall not be liable to the Tax Indemnified Party (Purchaser or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Seller's position is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax ClaimClaim (other than a Tax Claim relating solely to Taxes of Gibraltar for any taxable period that includes (but does not end on) the Closing Date), the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing Taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in . The Seller and the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected relating solely to impact the Taxes of any Company or Subsidiary Gibraltar for any Tax period other than a Pre-Closing Tax Straddle Period, . The Purchaser and the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Seller and each of its their respective Affiliates shall fully cooperate with the Tax Indemnifying Party one another in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Partyother party's request) the provision to the Tax Indemnifying Party such other party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 . In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Purchaser settle or otherwise compromise any Tax Claim without the Tax Indemnifying PartySeller's prior written consent. Neither party Nothing contained herein shall settle require the Purchaser to contest a Tax Claim relating solely to Taxes if the Purchaser shall waive in writing the payment by the Seller of any Company or Subsidiary for a Straddle Period without amount that might otherwise be payable by the other party's prior written consentSeller pursuant to this Agreement in respect of such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one any Taxing Authority or other Person asserts a Tax Claim, then the party is responsible for the payment hereto first receiving notice of Taxes pursuant such Tax Claim promptly shall provide written notice of such Tax Claim to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party hereto; provided that the failure of the Buyer to give such prompt notice to the Stockholder Representative of any such Tax Claim shall not relieve the Stockholders of any of their obligations under this Section 7.8. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. (b) The Stockholder Representative shall have the "right to defend or prosecute, at its sole cost, expense and risk, only those Tax Indemnified Party"Claims with respect to Taxes set forth in Section 7.8(a). In order to defend or prosecute any such Tax Claim, the Stockholder Representative shall notify the Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within thirty (30) days after (i) the date on which the Stockholder Representative receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim such Tax Claim from the Buyer (a "Tax Claim") with respect to Tax Claims as to which the Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which the Stockholder Representative delivered to the Buyer notice of any such TaxesTax Claim (with respect to Tax Claims as to which the Company, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (Stockholder Representative or any of its Affiliates Company Stockholder first received notice from a Taxing Authority or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 other Person). With respect to any Tax ClaimClaim as to which the Stockholder Representative has provided an Election Notice to the Buyer, the Tax Indemnifying Party Stockholder Representative shall assume and control all proceedings taken in connection with defend or prosecute such Tax Claim (including selection of counsel) andby all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Stockholder Representative to a Final Determination; provided that the Stockholder Representative shall not, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (Buyer, which consent may shall not be unreasonably conditionedwithheld, withheld conditioned or delayed). 9.6.2.3 The , enter into any compromise or settlement of such Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party Claim that would result in contesting any Tax Claim, which cooperation detriment to any Tax Indemnitee. The Stockholder Representative shall include inform the retention Buyer of all developments and events relating to such Tax Claim (upon the Tax Indemnifying Party's request) the provision including providing to the Tax Indemnifying Party Buyer copies of records and information which are reasonably relevant all written materials relating to such Tax Claim), and making employees available on a mutually convenient basis the Buyer or its authorized representatives shall be entitled, at the expense of the Buyer, to provide additional information attend, but not participate in or explanation of any material provided hereunder or to testify at control, all conferences, meetings and proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the (c) If, with respect to any Tax Indemnified PartyClaim, the CompaniesStockholder Representative fails to deliver an Election Notice to the Buyer within the period provided in Section 7.8(b), then the SubsidiariesBuyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Claim, at the sole cost, expense and risk of the Company Stockholders. The Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. The Stockholder Representative shall cooperate in good faith with the Buyer and its authorized representatives in order to contest effectively such Tax Claim. The Stockholder Representative may attend, but not participate in or control, any defense, prosecution, settlement, or any compromise of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without controlled by the Tax Indemnifying Party's prior written consentBuyer pursuant to this Section 7.8(c), and shall bear its own costs and expenses with respect thereto. Neither party shall settle a In the case of any Tax Claim relating solely that is defended or prosecuted by the Buyer pursuant to Taxes of this Section 7.8(c), the Buyer shall be entitled upon demand to prompt payment from the Company for any Company and all costs and expenses incurred by the Buyer in connection with such defense or Subsidiary prosecution (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim), in each case on a Straddle Period without the other party's prior written consentGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible a claim for the Taxes shall be made by any Taxing Authority in writing, which, if successful, could reasonably result in an indemnity payment of Taxes pursuant to Section 9.6.1 (6.1 hereof, the "Tax Indemnifying Party"), and the other party seeking indemnification (the "Tax Indemnified Party") receives notice shall upon receipt thereof promptly notify the other party (the "Tax Indemnifying Party") in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect ). If the Tax Claim is delivered to the party that would be the Tax Indemnifying Party for such TaxesTax Claim, the Tax Indemnified Indemnifying Party shall promptly notify the Tax Indemnifying Party Indemnified Party, in writing writing, of the existence of such Tax Claimclaim. If notice of a Tax Claim ("Tax Notice") is not given to the Tax Indemnifying Party by the Tax Indemni- fied Party within a reasonably sufficient period of time to allow such party the Tax Indemnifying Party effectively to contest such Tax Claim, or in reasonable detail to apprise such party notify the Tax Indemnifying Party of the nature of the Tax Claim, taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) affiliates to the extent that the Tax Indemnifying Party Party's position is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax ClaimClaim which might result in Seller being obligated to make an indemnity payment to Buyer pursuant to Section 6.1(a) hereof (other than a Tax Claim relating to Taxes of the Company or any of its subsidiaries for a Straddle Period) or any Tax Claim involving Seller's Tax gain pursuant to the Election, the Tax Indemnifying Party Seller shall assume and at its sole expense control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, and without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner. Buyer and the Company may participate in, but not control, all proceedings relating to such Tax Claim at their sole expense; providedPROVIDED, howeverHOWEVER, that in such participation shall not, under any circumstances, require the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement disclosure of any Tax Claim that can be reasonably expected Return relating to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax PeriodPeriod of an affiliated, consolidated, combined or unitary group which includes a company other than the Company and any of its subsidiaries or any work papers relating thereto. In no case shall Buyer or the Company settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent of the Purchaser shall be required (consent, which consent may will not be unreasonably conditioned, withheld withheld. In no case shall Seller settle or delayed). 9.6.2.3 The otherwise compromise any Tax Indemnified Party Claim referred to above which could have an adverse effect which is material to the Company and each any of its respective Affiliates subsidiaries with respect to Taxes owed for any taxable period beginning after the Closing Date or post-Closing portion of a Straddle Period, without Buyer's prior written consent, which consent will not be unreasonably withheld. Buyer, the Company and their affiliates shall reasonably cooperate with the Tax Indemnifying Party Seller in contesting any such Tax Claim, which cooperation shall include include, without limitation, the reasonable retention and (upon the Tax Indemnifying PartySeller's request) the provision to the Tax Indemnifying Party Seller of copies of records and information which are reasonably relevant to such Tax Claim, and making employees reasonably available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, all at Seller's expense. 9.6.2.4 In no case shall (c) The contest of any Tax Claim that relates to Taxes of the Tax Indemnified Party, the Companies, the Subsidiaries, Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary its subsidiaries for a Straddle Period without shall be conducted and controlled jointly by Buyer and Seller, with either party having the option with the other party's prior written consentconsent of ceding the entire defense to the other, and each party shall reasonably cooperate (which cooperation shall not, under any circumstances, require the disclosure of any Tax Return relating to a Pre-Closing Tax Period of an affiliated, consolidated, combined or unitary group which includes a company other than the Company and its subsidiaries or any work papers relating thereto) and consult with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible a claim for the Taxes shall be made by any Taxing Authority in writing, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.6.1 5.4.11, the Buyer (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice shall, within 90 days of any deficiencysuch written claim, proposed adjustment, assessment, audit, examination, suit, dispute or other notify the Seller ("Indemnifying Party") in writing of such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof). 9.6.2.2 (b) With respect to any Tax ClaimClaim which might result in an indemnity payment to the Buyer Indemnitees thereof pursuant to Section 5.4.11, except as provided in the Tax Indemnifying Party final sentence of this (b), Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. In connection with such proceedings, further provided, that (i) Seller shall keep the Buyer informed of all significant developments and events relating to such Tax Claim and (ii) the Buyer shall have the right to participate in the case of the settlement (but not control) any such proceedings. The Buyer shall cooperate with Seller and Holdco in contesting such Tax claim. The contest of any Tax Claim that can be reasonably expected relates to impact the (A) Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant being shared by the Seller and Buyer pursuant to such Tax ClaimSection 5.4.2, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to (B) Taxes of any Company or Subsidiary for a Straddle Period without of the Transferred Corporation, or (C) Taxes for a Straddle Period of a Transferor (other party's prior written consentthan Taxes with respect to a Tax Return described in (a)(v) of Section 5.4.5) shall be jointly controlled by the Buyer and Seller.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the payment of a claim relating to Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other shall be made against any indemnified party (the "“Tax Indemnified Party"”) receives notice of by any deficiencyTaxing Authority, proposed adjustmentwhich, assessmentif successful, audit, examination, suit, dispute or other claim (a "might result in an indemnity payment to any Tax Claim") with respect Indemnified Party pursuant to such TaxesArticle X, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party Party”) in writing of such claim (a “Tax Claim. If ”); provided, however, the failure to give such notice of a Tax Claim is shall not given affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party within has been materially prejudiced as a sufficient period result of time such failure. (b) With respect to allow such party effectively to contest such any Tax Claim, or in reasonable detail to apprise such party of the nature of Claim for which the Tax ClaimIndemnifying Party is solely responsible, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, Proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, the Tax Indemnifying Party shall not settle or otherwise compromise any Tax Claim that would have a material impact on the Tax Indemnified Party (disregarding any impact on the net operating losses or other tax attributes of the Company or any Company Subsidiary as of the Closing Date). In no case shall any Tax Indemnified Party settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers (i) neither party shall control the proceedings and Purchaser each party shall jointly control have the right to participate fully in all proceedings taken in connection with aspects of the prosecution or defense of such Tax Claim and (ii) neither party shall settle any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, without the prior written consent of the Purchaser shall be required other (which consent may shall not be unreasonably conditioned, withheld or delayedwithheld). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates (c) Each party shall cooperate with the Tax Indemnifying Party other party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's other party’s request) the provision to the Tax Indemnifying Party other party of records Records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimhereunder. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment of Taxes to any Purchaser Indemnified Party or Seller Indemnified Party pursuant to this Section 9.6.1 7.06, Purchaser (in the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice case of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (in respect of which a "Tax Claim") with respect to such Taxes, the Tax Purchaser Indemnified Party might be indemnified) or Seller (in the case of any claim in respect of which a Seller Indemnified Party might be indemnified) shall promptly notify the Tax Indemnifying Party Seller or Purchaser, as applicable, in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to in accordance with the Tax Indemnifying Party preceding sentence within a sufficient period of time to allow the party entitled to such party notice to effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, such party shall not be liable to the Tax any Purchaser Indemnified Party (or any of its Affiliates or any of their respective officersSeller Indemnified Party, directorsas applicable, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party such party’s position is actually materially prejudiced as a result thereof. 9.6.2.2 With (ii) Subject to the next sentence, with respect to any Tax ClaimClaim relating solely to Taxes of either of the Companies for a Pre-Closing Tax Period, the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a . With respect to any Tax Claim relating solely to Taxes of a Company or Subsidiary either of the Companies for a Straddle Period, Sellers or for any other period in respect of which Seller and Purchaser shall jointly control each are responsible for a portion of the applicable Taxes under Section 7.06(a) and 7.06(b) (A) each party may participate in all proceedings taken in connection with any such Tax Claim, further providedat its expense, that and (B) the proceedings taken in connection with such Tax Claim shall be controlled jointly by Seller and Purchaser. Subject to the case of the settlement of preceding sentence, Purchaser shall control all administrative and judicial proceedings in connection with any Tax Claim that can relating to a Tax for which indemnification may be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayedsought under Section 7.06(b). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's requestiii) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax any Purchaser Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Party settle or otherwise compromise any Tax Claim in respect of Taxes for which indemnification may be sought under Section 7.06(a) without the Tax Indemnifying Party's Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary either of the Companies for a Straddle Period without the other party's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, in no case shall any Seller Indemnified Party settle or otherwise compromise any Tax Claim without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement or compromise relates to Taxes for which indemnification may be sought under Section 7.06(b) or could result in an increase in any Taxes of a Purchaser Indemnified Party for which Seller is not responsible under Section 7.06(a).

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one (i) Promptly after a party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "“Tax Indemnifying Indemnified Party"), and ”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 9.01 (a “Tax Controversy”) by it against the other party (the "“Tax Indemnified Indemnifying Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes”), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such the Tax Claim. If notice of a Tax Claim is not given issue and thereafter shall promptly forward to the Tax Indemnifying Party within a sufficient period copies of time the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible mannerControversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party. (ii) Except as otherwise provided in this Section 9.09(c)(ii), after the Closing Date, (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members, (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (except in the case of a Tax Claim relating solely Controversy that relates to Taxes a Pre-Closing Consolidated Return) at its own expense. The Seller shall not settle, compromise and/or concede any portion of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that Controversy (except in the case of the settlement of any a Tax Claim Controversy that can be reasonably expected relates to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Consolidated Return) without obtaining the Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of Tax PeriodControversy that relates both to Taxes for which Purchaser is indemnified under Section 9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the prior written Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to participate in such Tax Controversy at its own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Controversy without the consent of the Purchaser shall be required (Seller, which consent may shall not be unreasonably withheld, delayed or conditioned, withheld or delayed). 9.6.2.3 . The Tax Indemnifying Party shall keep the Tax Indemnified Party and each reasonably informed as to the progress of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the proceeding with respect to a Tax Indemnifying Party's request) the provision Controversy to the Tax Indemnifying Party of records and information which are reasonably relevant to extent such Tax Claim, proceeding relates to Taxes payable by or with respect to the Transferred Entities or Transferred Assets and making employees available on a mutually convenient basis to provide additional information shall consider in good faith any written comments or explanation of any material provided hereunder or to testify at proceedings relating to suggestions regarding such Tax Claim. 9.6.2.4 In no case shall proceeding from the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives written notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly shall, as soon as commercially practicable, notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claimas soon as commercially practicable, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is actually prejudiced as a result thereof. 9.6.2.2 With respect to The Tax Indemnifying Party shall compromise, defend or settle, at its own expense, any Tax Claim and shall have the right to make all judgments and decisions in respect of such compromise, defense or settlement of such Tax Claim. Without limiting the foregoing, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, may either pay the Tax Taxes claimed and xxx sue for a refund or contest the Tax Claim in any permissible mannermanner at xxs own expense; provided, however, that (i) in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of and (ii) if any Tax Claim that can could reasonably be reasonably expected to impact have an adverse effect on (A) Purchaser, any Company, any Subsidiary or any of their Affiliates in any taxable period beginning after the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax PeriodDate, the Tax Claim shall not be settled or resolved without Purchaser's prior written consent of the Purchaser shall be required (consent, which consent may shall not be unreasonably conditioned, delayed or withheld or delayed)(B) Sellers or any of their Affiliates in any taxable period ending on or before the Closing Date, the Tax Claim shall not be settled or resolved without Sellers' prior written consent, which consent shall not be unreasonably delayed or withheld. The Tax Indemnifying Party shall, as soon as commercially practicable, provide in writing and in reasonable detail the nature of such Tax Claims that could reasonably be expected to have an adverse effect on the Tax Indemnified Party. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, any Company or Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any a Company or Subsidiary for a Straddle Period without the other party's prior written consent, which consent shall not be unreasonably delayed or withheld.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible a claim shall be made by any Taxing Authority for which the payment of Taxes Partners are or may be liable pursuant to Section 9.6.1 (this Agreement, Regency shall notify the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives Partners in writing within 10 Business Days of receipt by Regency of notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "“Tax Claim"”). (b) with With respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest any such Tax Claim, or in reasonable detail to apprise such party of the nature of Partners, at the Tax ClaimPartners’ expense, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and). The Partners shall permit Regency to participate in (but not control), without limiting at Regency’s sole cost and expense, such proceeding through counsel chosen by Regency and shall keep Regency reasonably informed as to the status of such proceeding. Notwithstanding the foregoing, may the Partners and Regency shall jointly control all proceedings in its sole discretion pursue or forego connection with any Tax Claim relating solely to Taxes for a Straddle Period, and all administrative costs and expenses related to such proceedings with any taxing authority with respect thereto, shall be borne 50% by Regency and may, in its sole discretion, either pay 50% by the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of Partners. No Party shall settle a Tax Claim relating solely to Taxes of a Company or Subsidiary CDM for a Straddle PeriodPeriod without the other Party’s prior written consent, Sellers and Purchaser the Partners shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any not settle a Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the Period without Regency’s prior written consent (neither of the Purchaser which consents may be unreasonably withheld, conditioned or delayed; and each of which consents shall be required (which consent may not considered to be unreasonably conditioned, withheld or delayedif such settlement has no adverse effect on the other Party). 9.6.2.3 The Tax Indemnified Party (c) Regency and each of its respective Affiliates (including after the Closing, the Surviving Company), on the one hand, and the Partners, on the other hand, shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include the retention and, at the contesting Party’s request and (upon the Tax Indemnifying Party's request) expense, the provision to the Tax Indemnifying Party of records and information which that are reasonably relevant to such Tax Claim, and making employees and representatives available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying First Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any one of its Affiliates affiliates or any of their respective officers, directors, employees, stockholders, agents or representativesrepresentatives pursuant to this Section 12.1, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the other party (the "Second Party") in writing of such claim (a "Tax Claim"); provided, however, the failure of the First Party to give such notice shall not affect the indemnification provided hereunder except to the extent that the Tax Indemnifying Second Party position is has been actually prejudiced as a result thereof. 9.6.2.2 of such failure (except the Second Party shall not be liable for any expenses incurred during the period in which the First Party failed to give such notice). With respect to any Tax ClaimClaim relating to a Pre-Closing Tax Period for which Xxxxxx has indemnified MergerCo, the Tax Indemnifying Party Xxxxxx shall assume and control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a . With respect to any Tax Claim relating solely related to Taxes of a Company Post-Closing Tax Period or Subsidiary for a Straddle Periodwith respect to which MergerCo has otherwise indemnified Xxxxxx, Sellers MergerCo shall control proceedings and Purchaser shall jointly control may make all proceedings decisions taken in connection with any such Tax ClaimClaim (including selection of counsel) and, further providedwithout limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent that in the case of the settlement of any Tax Claim that can be reasonably expected relates to impact the Taxes of any Company or Subsidiary for any Tax period other than both a Pre-Closing Tax Period and a Post-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely for which both parties may be obligated, Xxxxxx and MergerCo shall jointly participate in the resolution of such Tax Claim and shall each proceed in good faith to Taxes of any Company or Subsidiary for achieve a Straddle Period without the other party's prior written consentmutually agreeable result.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the a claim shall be made by any taxing authority, which, if successful might result in an indemnity payment of Taxes to Buyer pursuant to Section 9.6.1 11.01 (a “Tax Claim”) to the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives receiving notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "such Tax Claim") with respect to , such Taxes, the Tax Indemnified Party party shall promptly notify the Tax Indemnifying Party in writing other party of such Tax ClaimClaim in writing and in reasonable detail. If notice of a Tax Claim is not given to the Tax Indemnifying Party such other party within a sufficient period of time to allow fifteen (15) days, such other party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the in respect of such Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Claim to the extent that the Tax Indemnifying Party such other party’s position is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax ClaimClaim relating to a taxable period that ends on or before the Closing Date, the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, may either pay the Tax claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in with respect to any such Tax Claim that could potentially affect Tax liabilities of Buyer or the case Company or the Company Subsidiaries for any Post-Closing Tax Period, Seller will keep Buyer informed of a all material developments and events. (b) With respect to any Tax Claim relating solely to Taxes of a Company or Subsidiary for a taxable period that ends after the Closing Date (including any Straddle Period), Sellers and Purchaser Buyer shall jointly control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may either pay the Tax claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that with respect to any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact could potentially affect Tax liabilities of Seller or the Taxes of any Company or Subsidiary the Company Subsidiaries for any Tax period other than a Pre-Closing Tax Period, the prior written consent Buyer will keep Seller informed of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed)all material developments and events. 9.6.2.3 The Tax Indemnified Party (c) Buyer and the Company and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party other party of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (1) If one a written claim shall be made against an indemnified party is responsible for the by any Taxing Authority, which, if successful, might result in an indemnity payment of Taxes to any indemnified party pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes9.01, the Tax Indemnified Party indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Tax Indemnifying Party indemnifying party within a sufficient period of time to allow such the indemnifying party to effectively to contest such Tax Claim, or in reasonable detail to apprise such the indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, the indemnifying party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnified party to the extent that the Tax Indemnifying Party indemnifying party’s position is actually materially prejudiced as a result thereof. 9.6.2.2 (2) With respect to any Tax Claim relating solely to Indemnified Tax Liabilities, Parent may participate in and, upon written notice to Purchaser, assume the defense of any such Tax Claim, at Parent’s expense. If Parent assumes such defense, (i) Parent shall have the Tax Indemnifying Party shall assume and control all proceedings taken in connection with sole discretion as to the conduct of such Tax Claim (defense, including selection of counsel) andcounsel and choice of forum, without limiting the foregoingand Parent may, may in its sole discretion discretion, (A) pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, (B) either pay the Tax claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that manner and (ii) Purchaser shall have the right (but not the duty) to participate in the case of a Tax Claim relating solely defense thereof and to Taxes of a Company or Subsidiary for a Straddle Periodemploy counsel, Sellers and Purchaser at its own expense, separate from the counsel employed by Parent. Without limiting the foregoing, Parent shall jointly control all proceedings taken in connection with not settle any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, without the prior written consent of the Purchaser (such consent not to be unreasonably delayed or withheld). With respect to any Tax Claim involving issues relating to a potential adjustment where solely Purchaser and the Company could be liable to a Seller Indemnitee, the foregoing provisions of this Section 9.06(d)(2) shall apply such that Purchaser and the Company shall be entitled to assume the defense of the Tax Claim, subject to the limitations set forth above. In the event that issues relating to a potential adjustment for which Seller and Parent are liable are required to be contested in the same Tax Claim as separate issues relating to a potential adjustment for which Purchaser and the Company are liable, Purchaser shall have the right, at its expense, to control the Tax Claim solely with respect to the latter issues. (3) With respect to a Tax Claim involving issues relating to a potential adjustment for which both Seller and Parent, on the one hand, and Purchaser and the Company or any Subsidiary, on the other hand, could be liable, (i) both Parent and the Purchaser may participate in the Tax Claim and (ii) the Tax Claim shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 9.06(d)(3) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 9.06(d) by Purchaser and Parent. Neither Purchaser nor its affiliates (including the Company and the Subsidiaries) may agree to settle any Tax Claim subject to this Section 9.06(d)(3) without the prior written consent of Parent, which consent may shall not be unreasonably conditioneddelayed or withheld. Neither Parent nor its affiliates may agree to settle any Tax Claim subject to this Section 9.06(d)(3) without the prior written consent of Purchaser, withheld which consent shall not be unreasonably delayed or delayed)withheld. 9.6.2.3 (4) The Tax Indemnified Party parties (including the Company and each of its respective Affiliates the Subsidiaries) shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party a claim shall be made by any Taxing Authority for which the Seller is responsible for the payment of Taxes or may be liable pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxesthis Agreement, the Tax Indemnified Party Buyer shall promptly notify the Tax Indemnifying Party Seller in writing of receipt by the Buyer of notice of such claim (a “Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof”). 9.6.2.2 (b) With respect to any Tax ClaimClaim relating to a Pre-Closing Period, the Tax Indemnifying Party Seller, at the Seller’s expense, shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and), without limiting and the foregoingBuyer shall execute or cause to be executed powers of attorney or other documents reasonably requested by the Seller to enable the Seller to take all actions desired by the Seller with respect to such Tax Claim. The Seller shall permit the Buyer to participate in (but not control), at the Buyer’s sole cost and expense, such proceeding through counsel chosen by the Buyer and shall keep the Buyer reasonably informed as to the status of such proceeding. The Seller may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect theretoto such Tax Claim relating to a Pre-Closing Period, and maymay initiate any claim for refund, file any amended return, or take any other action which is deemed appropriate by the Seller with respect to such Tax Claim. Notwithstanding the foregoing, the Seller and the Buyer shall jointly control all proceedings in its sole discretion, either pay the connection with any Tax claimed and xxx Claim relating solely to Taxes for a refund or contest Straddle Period, and all costs and expenses related to such proceedings shall be borne 50% by the Tax Claim in any permissible manner; provided, however, that in Buyer and 50% by the case of Seller. No Party shall settle a Tax Claim relating solely to Taxes of a the Company or Subsidiary any of its Subsidiaries for a Straddle Period without the other Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall be considered to be unreasonably withheld if such settlement has no adverse effect on the other Party). With respect to any Tax Claim not relating to a Pre-Closing Period or a Straddle Period, Sellers and Purchaser the Buyer, at the Buyer’s expense, shall jointly control all proceedings taken in connection with any such Tax Claim. (c) The Buyer and its Affiliates (including after the Closing, further providedthe Company and its Subsidiaries), that on the one hand, and the Seller, on the other hand, shall reasonably cooperate with each other in the case of the settlement of contesting any Tax Claim that can be reasonably expected relating to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period or a Straddle Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and, at the contesting Party’s request and (upon the Tax Indemnifying Party's request) expense, the provision to the Tax Indemnifying Party of records and information which that are reasonably relevant to such Tax Claim, and making employees and representatives available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 7.01 of this Agreement (the "Tax Indemnifying Party"“TAX INDEMNIFYING PARTY”), and the other party to this Agreement (the "Tax Indemnified Party"“TAX INDEMNIFIED PARTY”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim"“TAX CLAIM”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice Claim in accordance with the procedures set forth in Section 7.04(a). (ii) The Tax Indemnifying Party, at its own cost and expense, shall assume and control the applicable audit or examination and the defense of a Tax Claim is not given involving any Taxes for which it has an obligation to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to indemnify the Tax Indemnified Party (or any pursuant to Section 7.01 of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect theretothis Agreement, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall agree to cooperate with the Tax Indemnifying Party in contesting pursuing such contest, including execution of any Tax Claim, which cooperation shall include the retention and (upon powers of attorney in favor of the Tax Indemnifying Party's request) . Notwithstanding anything to the provision to contrary contained herein, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of records all material developments and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings events relating to such Tax Claim. 9.6.2.4 In no case shall Claim and the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the Companies, right to participate in (but not control) the Subsidiaries, applicable audit or examination and defense of such Tax Claim. In no case shall any of their respective officers, directors, employees, stockholders, agents or representatives Tax Indemnified Party settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's ’s prior written consent. Neither party shall settle a Tax Claim relating solely to Income Taxes of any the Company or Subsidiary any of its Subsidiaries for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for any Taxing Authority or other Person asserts a Tax Claim, then the payment Party first receiving notice of Taxes pursuant such Tax Claim promptly shall provide written notice of such Tax Claim to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party Parties; provided that that the failure of any Party to give such prompt notice of any such Tax Claim shall not relieve a Party of any of its obligations under this Section 8.10. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. (b) Each Seller shall have the "right to defend or prosecute, at its sole cost, expense and risk, only those Tax Indemnified Party"Claims with respect to Taxes set forth in Section 8.9(a). In order to defend or prosecute any such Tax Claim, such Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within 30 days after (i) the date on which such Seller receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim such Tax Claim from Buyer (a "Tax Claim") with respect to Tax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing Seller delivered to Buyer notice of any such Tax Claim. If Claim (with respect to Tax Claims as to which such Seller first received notice of from a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (Taxing Authority or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 other Person). With respect to any Tax ClaimClaim as to which such Seller has provided an Election Notice to Buyer, such Seller shall defend or prosecute such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by such Seller to a Final Determination; provided that Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, enter into any compromise or settlement of such Tax Indemnifying Party Claim that would result in any Tax detriment to any Tax Indemnitee. Such Seller shall assume inform Buyer of all developments and control all proceedings taken in connection with events relating to such Tax Claim (including selection providing to Buyer copies of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim written materials relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, provided the publication of such documentation would not cause such Seller to waive all privileges in connection therewith), and making employees available on a mutually convenient basis Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to provide additional information attend, but not participate in or explanation of any material provided hereunder or to testify at control, all conferences, meetings and proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party(c) If, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise with respect to any Tax Claim without with respect to Taxes set forth in Section 8.9(a), any Seller fails to deliver an Election Notice to Buyer within the period provided in Section 8.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Claim, at the sole cost, expense and risk of Sellers. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Sellers shall cooperate in good faith with Buyer and its authorized Representatives in order to contest effectively such Tax Claim. A Seller may attend, but not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Claim controlled by Buyer pursuant to this Section 8.10(c), and shall bear its own costs and expenses with respect thereto. In the case of any Tax Claim that is defended or prosecuted by Buyer pursuant to this Section 8.10(c), Buyer shall be entitled upon demand, but no later than five Business Days from the request, to prompt payment from such Seller for any and all costs and expenses (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim) incurred by Buyer in connection with the investigation, defense or prosecution of such Tax Claim, in each case on a Grossed-Up Basis. (d) If, with respect to any Tax Claim with respect to Taxes set forth in Section 8.9(c), any Seller Indemnitee suffers any Loss, then such Seller Indemnitee shall be entitled upon demand, but no later than five Business Days from the request, to prompt payment from the Tax Indemnifying Party's prior written consent. Neither party shall settle Indemnitees for any and all costs and expenses (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting the Tax Claim) incurred by such Seller Indemnitee in connection with the investigation, defense or prosecution of such Tax Claim, in each case on a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If Notwithstanding Section 12.4 above, (a) if one party is responsible for the payment of Taxes pursuant to this Section 9.6.1 12 or any other provision of this Agreement (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim relating to Taxes (a "Tax Claim") with respect to such Taxes), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax ClaimClaim for which the Tax Indemnifying Party is responsible, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sue for a refund or contest the Tax Claim in any permissible permissixxx manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers (A) Stockholder and Purchaser Buyer shall jointly control all proceedings taken in connection with any such Tax Claim, further providedand neither party shall settle any such Tax Claim without the other party's prior written consent (which consent will not be unreasonably withheld, that in the case conditioned or delayed) if such Tax Claim relates to Taxes of the settlement of Acquired Company for a Straddle Period, (B) if any Tax Claim that can reasonably could be reasonably expected to impact adversely affect (1) any of Buyer, the Acquired Company, or their affiliates in any Post-Closing Tax Period, then the Tax Claim shall not be resolved, settled or compromised without Buyer's consent, which consent will not be unreasonably withheld, conditioned or delayed or (2) any of Stockholder, the Acquired Company or their affiliates in any Pre-Closing Tax Period, then the Tax Claim shall not be resolved, settled or compromised without Stockholder's consent, which consent will not be unreasonably withheld, conditioned or delayed and (C) the Tax Indemnifying Party shall not be entitled to assume and control the proceedings taken in connection with a Tax Claim if, taking into account the maximum amount payable under the Tax Claim assuming it were adversely determined, the Tax Indemnifying Party is insolvent or subject to the jurisdiction of a court in a Title 11 or similar case. (c) In the event that the Stockholder and Buyer cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes, such dispute shall be resolved by an internationally recognized accounting firm mutually agreeable to Stockholder and Buyer, whose decision shall be final and binding upon all persons involved and whose expenses shall be shared equally by Stockholder and Buyer. (d) Any refunds or credits of Taxes of the Acquired Company relating to a Pre-Closing Tax Period shall be for the account of the Stockholder, and if any of Buyer or the Acquired Company receives or Subsidiary for becomes entitled to any Tax period other than refund or any amount credited against Tax that relates to a Pre-Closing Tax Period, it shall (A) in the prior written consent case of a refund, pay Stockholder the amount of any such refund, and (B) in the case of a credit, pay to Stockholder at such time or times as such credit is actually utilized, the excess of (i) the amount of Taxes that would have been payable (or the amount of the Purchaser Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer or the Acquired Company in the absence of such credit over (ii) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by the Buyer or the Acquired Company. Any refunds or credits of the Acquired Company relating to any Post-Closing Tax Period shall be required for the account of the Buyer. Any refunds or credits of Taxes of the Acquired Company for any Straddle Period shall be equitably apportioned between Stockholder and Buyer in the manner set forth in Section 11.1(b) hereof. Buyer shall, if Stockholder so requests and at Stockholder's expense, file for and obtain any refunds or credits, or cause the Acquired Company to file for and obtain any refunds or credits to which Stockholder is entitled under this subsection (which consent may d). The parties agree and acknowledge that post-closing utilization by the Acquired Company and/or Buyer of suspended or other losses of the Acquired Company generated in any Pre-Closing Tax Period shall not be unreasonably conditioned, withheld entitle Stockholder to any payment or delayedrefund under this Section 12.6(d). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment of Taxes to any Purchaser Indemnitee pursuant to Section 9.6.1 (the "Tax Indemnifying Party"10.02(a), and the other party (the "Tax Indemnified Party") receives notice Purchaser shall promptly notify Parent of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "“Tax Claim") with respect ”). Failure to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If give notice of a Tax Claim is not given to the Tax Indemnifying Party Parent within a sufficient period of time and in reasonably sufficient detail to allow such party Parent to effectively to contest such Tax Claim, or in reasonable detail Claim shall affect the liability of Parent to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Purchaser Indemnitee only to the extent that the Tax Indemnifying Party Parent’s position is actually and materially prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party (b) Parent shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a the Company or any Subsidiary for a Straddle Pre-Closing Tax Period, Sellers and may make all decisions in connection with such Tax Claim; provided, however, that (i) Purchaser and counsel of its own choosing shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim, and (ii) Parent shall not settle any such Tax Claim without the prior written consent of Purchaser (not to be unreasonably withheld). Parent and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any the Company or any Subsidiary for a Straddle Period Period, and neither party shall settle any such Tax Claim without the other party's prior written consentconsent of the other party (not to be unreasonably withheld); provided, however, that Purchaser and its Affiliates shall have sole control of any such Tax Claim arising with respect to any Tax Return filed by Purchaser or an Affiliate (other than the Company or any Subsidiary) on an affiliated, consolidated, combined or unitary group basis. Purchaser shall control all proceedings with respect to all other Tax Claims.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for a claim shall be made by any Governmental Authority, which, if successful, might result in an indemnity payment to the payment of Taxes Buyer or its affiliates pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes6.5, the Tax Indemnified Party Buyer shall promptly notify the Tax Indemnifying Party Seller in writing of such claim (a “Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof”). 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided. All costs and expenses incurred in connection with such proceedings shall be borne by the Seller. In the event that the Seller elects not to control such proceedings, howeverthe Buyer shall control such proceedings and the Seller shall bear all of the Buyer’s reasonable costs and expenses in connection therewith. Notwithstanding the foregoing, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers Seller and Purchaser the Buyer shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case Claim relating solely to Taxes for a Straddle Period. Neither party shall settle a Tax Claim relating solely to Taxes of the settlement of any Tax Claim that can be reasonably expected to impact Sold Companies or the Taxes of any Company or Subsidiary Subsidiaries for any Tax period a Straddle Period without the other than a Pre-Closing Tax Period, the party’s prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditionedwithheld, withheld conditioned or delayed; and which consent shall be considered to be unreasonable withheld if such settlement has no adverse effect on the other party). 9.6.2.3 (c) The Tax Indemnified Party Buyer and each of its respective Affiliates affiliates (including after the Closing, the Sold Companies, the Venture Entities and the Subsidiaries), on the one hand, and the Seller and its subsidiaries, on the other hand, shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, at the contesting party’s request and (upon the Tax Indemnifying Party's request) expense, the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for a claim shall be made by any taxing authority (including the commencement of an audit or examination), which, if successful, might result in an indemnification payment of Taxes to any Indemnitee pursuant to Section 9.6.1 (the "Tax Indemnifying Party"5.02(a) or Section 5.02(b), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party Indemnitee shall promptly notify the Tax Indemnifying Party in writing of party or parties that would be responsible for such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 indemnification With respect to any Tax Claim, the Tax Indemnifying Party Indemnitee shall assume and control all proceedings taken in connection with such Tax Claim (including the selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the no case of a Tax Claim relating solely to Taxes of a Company shall any Indemnitee or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of affiliate thereof settle or compromise any Tax Claim that can be reasonably expected to impact or pay the Taxes of any Company or Subsidiary for any Tax period other than claimed and sue xxx a Pre-Closing Tax Period, refund without the prior written consent of the Purchaser shall Indemnitor (it being understood that if the Original Stockholders are the Indemnitor, such consent may be required (given by the Representative acting on behalf of the Original Stockholders), which consent may shall not be unreasonably conditioned, withheld or delayedconditioned. The Indemnitor shall be entitled to participate in the defense of any Tax Claim and employ counsel (not reasonably objected to by the Indemnitee). 9.6.2.3 , at its own expense, separate from the counsel employed by the Indemnitee; it being understood that the Indemnitee shall control such defense. The Tax Indemnified Party New Investors, the Company, the Original Stockholders and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (provision upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party request of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. It is understood that the party requesting such cooperation shall pay the out-of-pocket expenses incurred by the party from which cooperation is requested. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for Buyer or ----------------------------------------------------- Seller, as the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party")case may be, and shall promptly notify the other party (in writing of the "Tax Indemnified Party") receives notice commencement of any deficiency, proposed adjustment, assessmentclaim, audit, examination, suit, dispute or other claim proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authority which may affect the liability of the other party under this Section 11(a) (each, a "Tax Claim") with ). Such notice shall describe the --------- asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect to of any such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such asserted Tax Claim. If notice of a Tax Claim is not given by a party to the Tax Indemnifying Party other party within a sufficient period of time to allow such the other party to effectively to contest such Tax Claim, or in reasonable detail to apprise such the other party of the nature of the Tax ClaimClaim or if an indemnified party otherwise fails to follow the requirements of this Section 11(i), the Tax Indemnifying Party other party shall not be liable to the Tax Indemnified Party (or such party, any of its Affiliates affiliates or any of their respective officers, directors, employees, stockholders, agents or representativesrepresentatives and the amount of any indemnity payment pursuant to Section 11(a) shall be reduced, to the extent that the Tax Indemnifying Party other party is harmed or its position is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), at Seller's election (including selection to be made not later than 10 business days following Seller's receipt of counsela notification from Buyer that (i) the Company has received from a taxing authority a first offer of settlement or (ii) the Company proposes to make a first offer of settlement to a taxing authority), Seller shall have the sole right to represent the Company's interests in any Tax audit or administrative or court proceeding and to employ counsel of its choice, and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that . Seller may settle any issues and take any other actions in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken its discretion in connection with such audit or proceedings, and the results of the exercise by Seller of such right shall be final and binding on Buyer and its affiliates. Buyer shall cooperate fully with Seller (including, but not limited to, by granting to Seller a power of attorney reasonably necessary to represent the Company in any such Tax Claimaudit or proceeding and by causing the Company, further providedat Seller's reasonable request, that to take such requested actions in the case of the settlement defense against or compromise of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for claim in any Tax period audit or proceeding which Seller controls pursuant hereto), timely make available to Seller all data and other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld information reasonably requested by Seller in connection with such audit or delayed). 9.6.2.3 The Tax Indemnified Party proceedings and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 . Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. In no case shall the Tax Indemnified PartyBuyer, the Companies, the Subsidiaries, Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying PartySeller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any the Company or Subsidiary for a Straddle Period without the other party's prior written consent; provided, -------- however, that if either party shall refuse to consent to any settlement that the ------- other party proposed to accept (a "Proposed Settlement"), then (A) the liability ------------------- with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and (B) the other party shall be responsible for all expenses incurred thereafter in connection with the contest of such Tax audit or proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If either Seller or Buyer receives a written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim their respective affiliates (a "Tax Claim") with respect to such Taxes), the party receiving such Tax Indemnified Party Claim shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax ClaimClaim (other than those relating solely to Taxes of any Company for a Straddle Period), the Tax Indemnifying Party indemnifying party shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego forgo any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner; provided. The indemnifying party shall, however, consider in good faith the advice of the indemnified party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that in all such decisions shall be left to the case sole discretion of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers the indemnifying party). Buyer and Purchaser Seller shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected relating solely to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax PeriodStraddle Period except for proceedings relating to Taxes of an Affiliated Group, the prior written consent of the Purchaser which shall be required (which consent may not be unreasonably conditionedcontrolled by Seller. Buyer, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Seller, any Company and each of its their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which to the other party that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the a claim shall be made by any Tax authority which, if successful, might result in an indemnity payment of Taxes to any Indemnified Party pursuant to Section 9.6.1 (7.2 or 7.3 hereof, the "Tax Indemnified Party shall notify the Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice Party promptly of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes); provided, however, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If failure to give notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is actually has been materially prejudiced as a result thereofof such failure. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the Sellers shall have the right, at their own expense, to control all proceedings and may make all decisions taken in connection with such Tax Claim. Notwithstanding the foregoing, the Sellers shall not settle such Tax Claim without the prior written consent of the Purchaser shall be required (Buyers, which consent may shall not be unreasonably conditionedwithheld, withheld and Buyers shall have the right to participate fully in all aspects of the prosecution or delayed). 9.6.2.3 defense of such Tax Claim if they reasonably determine that such Tax Claim could have a material adverse impact on the Taxes of the Subject Companies in a taxable period or portion thereof beginning after the Closing Date. The Tax Indemnified Party Buyers and each of its respective Affiliates the Subject Companies shall cooperate with the Tax Indemnifying Party Sellers in contesting any Tax ClaimClaim under this Section 11.3(b), which cooperation shall include the retention and (and, upon request of the Tax Indemnifying Party's request) Sellers, the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimhereunder. 9.6.2.4 In no case (c) The party bearing the liability or obligation to indemnify for any Taxes described under Sections 7.2 and 7.3 hereof shall be entitled to any refunds or credits of such Taxes. The Buyers shall cause the Tax Indemnified PartySubject Companies to promptly forward to the Sellers, or after a Buyer's receipt reimburse the Sellers, for any refunds or credits due the Sellers (pursuant to the terms of this Section 11.3(c)) and the Sellers shall promptly forward to the Subject Companies or after a Seller's receipt reimburse the Subject Companies, for any refunds or credits due the Subsidiaries, or any Buyers (pursuant to the terms of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentthis Section 11.3(c)).

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If either Seller or Buyer receives a written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim their respective affiliates (a "Tax Claim") with respect to such Taxes), the party receiving such Tax Indemnified Party Claim shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax ClaimClaim (other than those relating solely to Taxes of any Company for a Straddle Period), the Tax Indemnifying Party indemnifying party shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego forgo any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the other party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of indemnifying party); provided, however, -------- -------- that in no case shall the case of a indemnifying party settle or otherwise compromise any Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Periodwithout the other party's prior written consent, Sellers and Purchaser which consent shall jointly not be unreasonably withheld. Buyer shall control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected relating solely to impact the Taxes of any Company or Subsidiary for a Straddle Period. Buyer, Seller, any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Company and each of its their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which to the other party that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for (a) If, after the payment of Taxes Closing Date, an audit, investigation, discussion with any taxing authority or similar proceeding with respect to Tax matters (the "TAX PROCEEDING") shall have previously been initiated, shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity pursuant to Section 9.6.1 (8.02, the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives receiving notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "such Tax Claim") with respect to such Taxes, the Tax Indemnified Party Proceeding shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim. If Proceeding; provided, however, that failure to give such notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officersindemnification obligations under Section 8.02, directors, employees, stockholders, agents or representatives) to unless such failure materially prejudices the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofindemnifying party. 9.6.2.2 (b) With respect to any Tax ClaimProceeding which might result in an indemnity payment pursuant to Section 8.02(a), after the Tax Indemnifying Party Closing Date Purchaser shall assume and have the right to control all proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in its sole discretion with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim Proceeding in any permissible manner; provided. (c) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(b), however, that in the case of a Tax Claim relating solely Seller shall have the right to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax ClaimProceeding (including selection of counsel) and, further without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Proceeding in any permissible manner. (d) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(a) or Section 8.02(b) (a "JOINT TAX PROCEEDING"), after the Closing Date Purchaser and Seller shall jointly control, and each shall have the right to participate in all activities and strategic decisions with respect to such Joint Tax Proceedings at their own expense. There shall be no settlement or closing or other agreement with respect to a Joint Tax Proceeding without the consent of the other party, which consent will not be unreasonably withheld; provided, however, that in if either party shall refuse to consent to any settlement, closing or other agreement that the case other party proposed to accept (a "PROPOSED SETTLEMENT"), then (a) the liability with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been to that party if the Proposed Settlement has been accepted, and (b) the other party shall be responsible for all expenses incurred thereafter in connection with the contest of such Joint Tax Proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed, in which case such party shall be responsible for a portion of such expenses equal to the lesser of (i) 50% of such expenses and (ii) the amount by which the liability imposed on such party by the final settlement is less than that which would have been imposed by the Proposed Settlement. Either Purchaser or Seller may assume sole control of any Joint Tax Claim Proceeding if it acknowledges in writing that can be reasonably expected to impact the Taxes of any Company or Subsidiary it has sole responsibility for any Tax period other than a Pre-Closing liabilities that might arise in such Joint Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed)Proceeding. 9.6.2.3 The (e) Notwithstanding the foregoing, with respect to a Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, Proceeding which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision relates to the basis of Seller's assets for Dutch corporate income tax purposes as set forth on the Opening Tax Indemnifying Party Balance Sheet, following the date of records this Agreement until the Closing Date, Seller shall regularly consult with Purchaser regarding all material activities and information which are reasonably relevant to such Tax Claim, all strategic decisions of and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case Proceedings prior to undertaking such activities or strategic decisions and shall the Tax Indemnified Partytake account of, the Companies, the Subsidiariesreflect, or any implement all of their respective officersthe Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, directors, employees, stockholders, agents nothing in this Section 8.03(e) shall limit or representatives settle modify the parties rights or otherwise compromise any Tax Claim without obligations under section 5.01(j) or (k). Seller and Purchaser shall each bear its own expenses relating to the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentmatters described in this section.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the an inquiry shall be made by any taxing authority, which, if successful, might result in an indemnity payment of to any Acquiror Indemnitee relating to Payment Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes), the Tax Indemnified Party Intercardia shall as promptly as reasonably practicable notify the Tax Indemnifying Party Interneuron in writing of such Tax Claim. If claim; provided, however, that the failure to give such notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is Interneuron has been actually prejudiced as a result thereof. 9.6.2.2 of such failure. With respect to any Tax Claim, the Tax Indemnifying Party Intercardia shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counselcounsel reasonably acceptable to Interneuron) and Interneuron shall be entitled to participate in any such proceedings and, without limiting the foregoing, Intercardia may in its sole discretion pursue or forego any administrative appeals, proceedings, hearings and all administrative proceedings conferences with any taxing authority with respect thereto, and may, in its sole discretion, Intercardia may either pay the Tax tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary (i) Interneuron shall have no liability for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary indemnification under this Section 10 for any Tax period other than a Pre-Closing Tax Period, Claims if any payment of the tax claimed was made by Intercardia without Interneuron's prior written consent of the Purchaser shall be required (consent, which consent may shall not be unreasonably conditionedwithheld, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each (ii) Interneuron may, upon written request, assume control of its respective Affiliates such proceedings including, without limiting the generality of the foregoing, assuming the rights of Intercardia in the preceding clause and Intercardia shall be entitled to continue to participate in any such proceeding. Intercardia and Interneuron shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party requesting party of records and information which are reasonably relevant to such Tax Claim, and in making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one a claim shall be made to an indemnified party is responsible for the by any taxing authority, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim 9.01 (a "Tax Claim") with respect to such Taxesby any indemnifying party, the Tax Indemnified Party indemnified party shall promptly notify the Tax Indemnifying Party indemnifying party in writing of such Tax Claim. If Failure to give notice of a Tax Claim is shall not given to affect the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party rights of the nature of the Tax Claimindemnified party, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their its respective officers, directors, employees, stockholders, agents or representatives) , to indemnification unless the extent that the Tax Indemnifying Party indemnifying party's position is actually materially prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax Claim, the Claim relating to a Pre-Closing Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim Period (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of other than a Tax Claim relating solely to Taxes of a the Company or Subsidiary for a Straddle Period), the Sellers and Purchaser shall jointly control all audits or proceedings taken in connection with any such Tax Claim, further ; provided, however, that the Buyer shall have the right to participate in any such audit or proceeding to the case extent that any such audit or proceeding may affect the Tax liability of the settlement Buyer, any of any Tax Claim that can be reasonably expected to impact its Affiliates or the Taxes of any Company or Subsidiary for any Tax period other than a Pre-ending after the Closing Tax PeriodDate and to employ counsel of its choice at its own expense for purposes of such participation. Notwithstanding anything to the contrary contained or implied in this Agreement, without the prior written consent approval of the Purchaser Buyer, neither the Sellers nor any Affiliate of the Sellers shall be required (which agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in any such audit or proceeding, or otherwise agree or consent to any Tax liability, to the extent that any such compromise, settlement, consent or agreement may not be unreasonably conditionedaffect the Tax liability of the Buyer, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each any of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the SubsidiariesAffiliates, or the Company for any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any period ending after the Closing Date. Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.Matters

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for (i) With respect to any Actions relating to Taxes, the payment Indemnifying Party shall, at its own expense, assume control of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice defense of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim Action for which an indemnity for Losses relating to Taxes (a "“Tax Claim"”) is sought. If the Indemnifying Party assumes control of such defense, the Indemnifying Party shall (A) notify the Indemnified Party of significant developments with respect to such Taxes, Tax Claim and keep the Tax Indemnified Party shall promptly notify reasonably informed, (B) consult with the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (with respect to any issue that reasonably could be expected to have an adverse effect on the Indemnified Party or any of its Affiliates or and (C) give the Indemnified Party a copy of any Tax adjustment proposed in writing with respect to such Tax Claim and copies of their respective officers, directors, employees, stockholders, agents or representatives) any other material correspondence with the relevant Governmental Authority with respect to the extent that the such Tax Claim. The Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With shall not pay or compromise any Tax Liability asserted with respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any indemnifiable Tax period other than a Pre-Closing Tax Period, without the prior written consent of the Purchaser shall be required (Indemnified Party, which consent may shall not be unreasonably withheld, delayed or conditioned, withheld or delayed). 9.6.2.3 The (ii) Subject to Section 6.04(c)(i) above, with respect to any Tax Indemnified Party Claim for any Straddle Period, Buyer or its Affiliate shall control the defense of such Tax Claim; provided that Buyer or its Affiliate shall (A) notify Seller or the applicable Seller Company of significant developments with respect to such Tax Claim and each keep Seller or the applicable Seller Company reasonably informed; (B) consult with Seller or the applicable Seller Company with respect to any issue that reasonably could be expected to have an adverse effect on Seller or the applicable Seller Company (including by giving rise to an indemnity obligation of its respective Affiliates shall cooperate Seller or the applicable Seller Company) and (C) give Seller or the applicable Seller Company a copy of any Tax adjustment proposed in writing with respect to such Tax Claim and copies of any other material correspondence with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant Governmental Authority with respect to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information . Buyer shall not pay or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Liability asserted with respect to any Tax Claim for any Straddle Period, without the Tax Indemnifying Party's prior written consent. Neither party consent of Seller or the applicable Seller Company, which consent shall settle not be unreasonably withheld, delayed or conditioned. (iii) To the extent this Section 6.15(c) conflicts with Article VIII with respect to a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentmatter, this Section 6.15(c) shall control.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If a claim shall be made by any taxing authority, which, if successful, would result in an indemnity payment to Mosbx xx one party is responsible for the payment of Taxes its subsidiaries pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim 11.1 (a "Tax Claim") with respect to such Taxes), the Tax Indemnified Party shall Mosbx xxxll promptly notify the Tax Indemnifying Party Times Mirror in writing of such Tax ClaimClaim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Mosbx. If Xx notice of a Tax Claim is not given to the Tax Indemnifying Party Times Mirror within a sufficient period of time to allow such party Times Mirror to effectively to contest such Tax Claim, or in reasonable detail to apprise such party Times Mirror of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, Times Mirror shall not be liable to the Tax Indemnified Party (or Mosbx xx any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) affiliates to the extent that the Times Mirror's ability to effectively contest such Tax Indemnifying Party position Claim is actually prejudiced as a result thereof. 9.6.2.2 . 59 With respect to any Tax Claim, the Tax Indemnifying Party Times Mirror shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; , provided, however, that Times Mirror shall consult with Acquiror and shall act in good faith in the case settlement or compromise of any such issue or matter that may have a material adverse effect on the Tax Claim relating solely to Taxes Liability of a Company or Subsidiary Mosbx xx its subsidiaries for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a PrePost-Closing Tax taxable year or period or an Interim Period. Acquiror, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Mosbx Xxxent and Mosbx xxx each of its their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party Times Mirror in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying PartyTimes Mirror's request) the provision to the Tax Indemnifying Party Times Mirror of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Mosbx xxx defend any audit or proceedings, without any effect on its right to indemnification under Section 11.1, if Times Mirror does not answer such defense. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party a claim shall be made by any Governmental Authority, for which Seller is responsible for the payment of Taxes or may be liable pursuant to Section 9.6.1 this Agreement, the Buyer shall notify Seller in writing within ten (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party"10) receives notice days of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof). 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Seller, at Seller's expense, shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and), without limiting the foregoing, and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller to take all actions desired by Seller with respect to such Tax Claim. Seller may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect theretoto such Tax Claim, and maymay initiate any claim for refund, file any amended return, or take any other action which is deemed appropriate by Seller with respect to such Tax Claim. Notwithstanding the foregoing, the Seller and Buyer shall jointly control all proceedings in its sole discretion, either pay the connection with any Tax claimed and xxx Claim relating solely to Taxes for a refund or contest the Tax Claim in any permissible manner; providedStraddle Period, however, that in the case of and shall equally bear and pay costs and expenses related to such proceedings. No party shall settle a Tax Claim relating solely to Taxes of a Company or Subsidiary the LIG Companies for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in Period without the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the party's prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditionedwithheld, withheld conditioned or delayed; and which consent shall be considered to be unreasonably withheld if such settlement has no adverse effect on the other party). 9.6.2.3 (c) The Tax Indemnified Party Buyer and each of its respective Affiliates (including after the Closing, the LIG Companies), on the one hand, and the Seller, on the other hand, shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, at the contesting party's request and (upon the Tax Indemnifying Party's request) expense, the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for a ---------------------------------------------------- claim shall be made by any Tax authority which, if successful, might result in an indemnity payment to the payment of Taxes Indemnified Parties pursuant to Section 9.6.1 8.5(a) or (b) hereof, the "Tax Indemnified Parties shall notify the Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice Parties promptly of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect ); provided, however, that the failure to give such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is Parties have actually been prejudiced as a result thereofof such failure. 9.6.2.2 (A) With respect to any Tax ClaimClaim relating to a taxable period ending on or before the Closing Date, Seller shall have the Tax Indemnifying Party shall assume and right, at its own expense, to control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect theretoClaim; provided that Buyer, and maycounsel of its own choosing, shall have the right, at its own expense, to participate fully in its sole discretion, either pay all aspects of the prosecution or defense of such Tax claimed Claim; and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, provided further that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser Seller shall jointly control all proceedings taken in connection with not settle any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, without the prior written consent of the Purchaser shall be required (Buyer, which consent may shall not be unreasonably conditionedwithheld; and provided further that, withheld notwithstanding anything in this Section 8.5(c)(ii)(A) to the contrary, Seller shall have the exclusive right to make all decisions to grant or delayed). 9.6.2.3 The Tax Indemnified Party deny any waiver or extension of the applicable statute of limitation. Buyer shall deliver its consent, or any objections, within 15 business days of receipt of any settlement proposal. Buyer and each of its respective Affiliates the Companies shall cooperate with the Tax Indemnifying Party Seller in contesting any Tax ClaimClaim under this Section 8.5(c)(ii)(A), which cooperation shall include the retention and (and, upon the Tax Indemnifying Party's request) request of Seller, the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or hereunder. (B) Seller and Buyer shall jointly control all proceedings with respect to testify at proceedings any Tax Claim relating to such Tax Claimany Straddle Period. 9.6.2.4 In no case (iii) The party bearing the liability or obligation to indemnify for any Taxes described under Section 8.5 shall be entitled to any refunds or credits of such Taxes. Buyer shall cause the Tax Indemnified PartyCompanies to promptly forward to Seller, or after Buyer's receipt reimburse Seller, for any refunds or credits due Seller (pursuant to the terms of this Section 8.5(c)(iii) and Seller shall promptly forward to the Companies or after Seller's receipt reimburse the Companies, for any refunds or credits due Buyer (pursuant to the Subsidiaries, or any terms of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentthis Section 8.5(c)(iii)).

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one any Taxing Authority or other Person asserts a Tax Claim, then the party is responsible for the payment hereto first receiving notice of Taxes pursuant such Tax Claim promptly shall provide written notice of such Tax Claim to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party hereto; provided that that the failure of either party to give such prompt notice of any such Tax Claim shall not relieve a party of any of its obligations under this Section 8.10. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. (b) Each Seller shall have the "right to defend or prosecute, at its sole cost, expense and risk, only those Tax Indemnified Party"Claims with respect to Taxes set forth in Section 8.9(a). In order to defend or prosecute any such Tax Claim, such Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within 30 days after (i) the date on which such Seller receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim such Tax Claim from Buyer (a "Tax Claim") with respect to Tax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing Seller delivered to Buyer notice of any such Tax Claim. If Claim (with respect to Tax Claims as to which such Seller first received notice of from a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (Taxing Authority or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 other Person). With respect to any Tax ClaimClaim as to which such Seller has provided an Election Notice to Buyer, such Seller shall defend or prosecute such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by such Seller to a Final Determination; provided that Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, enter into any compromise or settlement of such Tax Indemnifying Party Claim that would result in any Tax detriment to any Tax Indemnitee. Such Seller shall assume inform Buyer of all developments and control all proceedings taken in connection with events relating to such Tax Claim (including selection providing to Buyer copies of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim written materials relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, provided the publication of such documentation would not cause such Seller to waive all privileges in connection therewith), and making employees available on a mutually convenient basis Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to provide additional information attend, but not participate in or explanation of any material provided hereunder or to testify at control, all conferences, meetings and proceedings relating to such Tax Claim. 9.6.2.4 In no case (c) If, with respect to any Tax Claim, any Seller fails to deliver an Election Notice to Buyer within the period provided in Section 8.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Indemnified PartyClaim, at the Companiessole cost, the Subsidiariesexpense and risk of such Seller. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Such Seller shall cooperate in good faith with Buyer and its authorized representatives in order to contest effectively such Tax Claim. A Seller may attend, but not participate in or control, any defense, prosecution, settlement, or any compromise of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without controlled by Buyer pursuant to this Section 8.10(c), and shall bear its own costs and expenses with respect thereto. In the Tax Indemnifying Party's prior written consent. Neither party shall settle a case of any Tax Claim relating solely that is defended or prosecuted by Buyer pursuant to Taxes of this Section 8.10(c), Buyer shall be entitled upon demand, but no later than five Business Days from the request, to prompt payment from such Seller for any Company and all costs and expenses incurred by Buyer in connection with such defense or Subsidiary prosecution (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim), in each case on a Straddle Period without the other party's prior written consentGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer, one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) representatives pursuant to Section 12(a), Buyer shall notify Seller in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to Seller within a sufficient period of time to allow Seller to effectively contest such Tax Claim, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to Buyer, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that the Tax Indemnifying Party Seller's position is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax ClaimClaim (other than a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period), the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers . Seller and Purchaser Buyer shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected relating solely to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Straddle Period. Buyer, the prior written consent each of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Companies and the Subsidiaries and each of its their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party Seller in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartySeller's request) the provision to the Tax Indemnifying Party Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 . In no case shall Buyer, any of the Tax Indemnified Party, Companies or the Companies, the Subsidiaries, Subsidiaries or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying PartySeller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the a claim shall be made by any Tax authority which, if successful, might result in an indemnity payment of Taxes to any Indemnified Party pursuant to Section 9.6.1 (7.2 hereof, the "Tax Indemnified Party shall notify the Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice Party promptly of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "“Tax Claim") with respect to such Taxes”); provided, however, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If failure to give notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is actually has been materially prejudiced as a result thereofof such failure. 9.6.2.2 (b) With respect to any Tax ClaimClaim relating to a Pre-Closing Tax Period or an Excluded Entity, the Tax Indemnifying Party Seller shall assume and have the right, at its own expense, to control all proceedings and may make all decisions taken in connection with such Tax Claim; provided that the Seller shall not settle such Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and Buyer shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim if they reasonably determine that such Tax Claim could have a material adverse impact on the Taxes of the Subject Companies in a taxable period or portion thereof beginning after the Closing Date; provided, further, that the Seller acknowledges in writing its liability under this Agreement to hold Buyer and its Affiliates (including selection the Subject Companies) harmless against the full amount of counsel) and, without limiting any adjustment which may result from the Tax Claim. Notwithstanding the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to in respect of Taxes of a Company for which both the Seller and the Buyer (or Subsidiary for a Straddle Periodits Affiliates including the Subject Companies) could be liable, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case (i) each of the settlement of Seller and the Buyer may participate in any proceeding relating to the Tax Claim and (ii) the proceeding shall be controlled by that can party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be reasonably expected to impact anticipated for future periods; provided that the Taxes of any Company controlling party shall not settle or Subsidiary for any Tax period other than a Pre-Closing Tax Period, compromise such audit or proceeding without the prior written consent of the Purchaser shall be required non-controlling party (which such consent may not to be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 Sections 9.01, 9.02 or 10.03 hereof (the "“Tax Indemnifying Party"”), and the other party to this Agreement (the "“Tax Indemnified Party"”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "“Tax Claim"”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If No failure or delay on the part of the Tax Indemnified Party to give notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period shall reduce or otherwise affect the obligations or liabilities of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable pursuant to the Tax Indemnified Party (or any of its Affiliates or any of their respective officersthis Agreement, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofthereby. 9.6.2.2 With respect to any Tax Claim, the (b) The Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue applicable audit or forego any examination and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case defense of a Tax Claim relating solely involving any Taxes for which it has an obligation to Taxes of a Company indemnify the Tax Indemnified Party pursuant to Sections 9.01, 9.02 or Subsidiary for a Straddle Period10.03 hereof, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall affiliates agree to cooperate reasonably with the Tax Indemnifying Party in contesting any Tax Claimpursuing such contest. Notwithstanding anything to the contrary contained in this Agreement, which cooperation shall include the retention and (upon the Tax Indemnifying Party's requesti) the provision to the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of records all material developments and information which are reasonably relevant events relating to such Tax Claim, (ii) the Tax Indemnifying Party shall give to the Tax Indemnified Party a copy of any Tax adjustments proposed in writing with respect to such Tax Claim, and making employees available on a mutually convenient basis (iii) the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to provide additional information participate in (but not control) the applicable audit or explanation examination and defense of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 (c) In no case shall the any Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Party settle or otherwise compromise (or extend the statute of limitations for) any Tax Claim without the other Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is responsible for the payment of Taxes pursuant to Section 9.6.1 sought (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified PartyIndemnitor") receives notice in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Indemnitor within a sufficient period of time to allow such party the Tax Indemnitor to effectively to contest such Tax Claim, or in reasonable detail to apprise such party the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party Indemnitor shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Indemnitee to the extent that the Tax Indemnifying Party position Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Indemnitor shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided, however, that the Tax Indemnitor shall not admit liability or settle, compromise or discharge a Tax Claim without giving 30 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case failure of the settlement Tax Indemnitor to give such notice to the Tax Indemnitee shall not affect the indemnification provided hereunder except to the extent the Tax Indemnitee shall have been actually prejudiced as a result of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 such failure. The Tax Indemnified Party Indemnitee, and each of its respective Affiliates Affiliates, shall cooperate with the Tax Indemnifying Party Indemnitor in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyIndemnitor's request) the provision to the Tax Indemnifying Party Indemnitor of records Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis in the manner in Section 8.6 to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 9.7.2.1 If one party Party is responsible for the payment of Taxes pursuant to Section 9.6.1 9.7.1 (the "Tax Indemnifying Party"), and the other party Party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party Party effectively to contest such Tax Claim, or in reasonable detail to apprise such party Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents stockholders or representativesRepresentatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 9.7.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a the Company or Subsidiary for a Straddle Period, Sellers the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 9.7.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, Company or any of their respective officers, directors, employees, stockholders, agents stockholders or representatives Representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party Party shall settle a Tax Claim relating solely to Taxes of any the Company or Subsidiary for a Straddle Period without the other partyParty's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the a claim shall be made by any taxing authority, which, if successful might result in an indemnity payment of Taxes to Buyer pursuant to Section 9.6.1 11.01 (a “Tax Claim”) to the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives receiving notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "such Tax Claim") with respect to , such Taxes, the Tax Indemnified Party party shall promptly notify the Tax Indemnifying Party in writing other party of such Tax ClaimClaim in writing and in reasonable detail. If notice of a Tax Claim is not given to the Tax Indemnifying Party such other party within a sufficient period of time to allow fifteen (15) days, such other party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the in respect of such Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Claim to the extent that the Tax Indemnifying Party such other party’s position is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax ClaimClaim relating to a taxable period that ends on or before the Closing Date, the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, may either pay the Tax claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in with respect to any such Tax Claim that could potentially affect Tax liabilities of Buyer or the case Company or the 59 Company Subsidiaries for any Post-Closing Tax Period, Seller will keep Buyer informed of a all material developments and events. (b) With respect to any Tax Claim relating solely to Taxes of a Company or Subsidiary for a taxable period that ends after the Closing Date (including any Straddle Period), Sellers and Purchaser Buyer shall jointly control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may either pay the Tax claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that with respect to any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact could potentially affect Tax liabilities of Seller or the Taxes of any Company or Subsidiary the Company Subsidiaries for any Tax period other than a Pre-Closing Tax Period, the prior written consent Buyer will keep Seller informed of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed)all material developments and events. 9.6.2.3 The Tax Indemnified Party (c) Buyer and the Company and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party other party of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 9.5(a) (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 (ii) With respect to any Tax Claim, the Tax Indemnifying Party shall shall, at its own expense, assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sue for a refund or contest the Tax Claim in any permissible manner; providedxrovided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax ClaimClaim if such Tax Claim relates (A) to Taxes of a Company for a Straddle Period, further or (B) to Taxes for which the Purchaser or the Companies are liable and any Seller or any of its Affiliates is also liable; provided, however, that the Tax Indemnified Party shall be entitled to participate in the case of any Tax Claim the settlement of any Tax Claim that can which could reasonably be reasonably expected to impact have an adverse effect on such Tax Indemnified Party. The Tax Indemnifying Party shall keep the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent Indemnified Party informed of the Purchaser progress of all Tax Claims and shall be required (which consent may not be unreasonably conditioned, withheld or delayed)provide copies of all written communications with any Governmental Body related to such Tax Claims. 9.6.2.3 (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.. 49 9.6.2.4 (iv) In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, any Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any a Company or Subsidiary for a Straddle Period without the other party's prior written consent, which consent shall not be unreasonably withheld or delayed. The Tax Indemnifying Party shall not settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to have an adverse effect on the Purchaser in a Post-Closing Tax Period. No such consent shall be necessary if the settlement of the Tax Claim reduces or limits, or has the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax benefits that are attributable to any Pre-Closing Tax Period and that may be allocated to any of the Companies and such settlement would not otherwise have an adverse effect on Purchaser or the Companies.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one Each party is responsible for the ----------------------------------------------------- entitled to an indemnity payment of with respect to Taxes pursuant to the provisions of Section 9.6.1 10 herein (the "Tax Indemnifying Party"), and the other party (the a "Tax Indemnified Party") receives agrees to give written notice to the indemnifying party (the "Tax Indemnitor") of the receipt of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, written notice by the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing or an affiliate of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officersincluding, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with where any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall Buyer is the Tax Indemnified Party, the CompaniesCompany or its affiliates) which involves the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought within 10 days of such receipt or such earlier time as would allow the Tax Indemnitor to timely respond to such claim, demand, action or proceeding, and the Tax Indemnified Party shall give the Tax Indemnitor such information with respect thereto as the Tax Indemnitor may reasonably request. The Tax Indemnitor may discharge, at any time, its indemnity obligations by paying the Tax Indemnified Party the amount of the applicable loss, calculated on the date of such payment. The Tax Indemnitor may, at its own expense, participate in and, upon notice to the Tax Indemnified Party, assume control of the defense of any such claim, demand, suit, action or proceeding (including any Tax audit). If the Tax Indemnitor elects to assume control of the defense, the SubsidiariesTax Indemnitor shall have sole control over the conduct of the defense, including the decision whether to settle, litigate, or pay and xxx for a refund, but the Tax Indemnified Party shall be permitted to participate in any such action and shall be kept fully informed about the progress of their respective officersany such action; provided, directorshowever, employeesthat, stockholdersthe Tax Indemnitor shall not admit any liability with -------- ------- respect to or settle such claim, agents demand, action or representatives settle or otherwise compromise any Tax Claim proceeding without the Tax Indemnifying Indemnified Party's prior written consent, which consent shall not be unreasonably withheld. Neither party Whether or not the Tax Indemnitor chooses to defend or prosecute any claim, all of the parties hereto shall settle a Tax Claim relating solely to Taxes of any Company cooperate in the defense or Subsidiary for a Straddle Period without the other party's prior written consentprosecution thereof.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 Sections 8.01-8.03 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") Claim with respect to such Taxes, the Tax Indemnified Party shall promptly notify deliver a copy of such notice to the Tax Indemnifying Party in writing of such Tax ClaimParty. If notice a copy of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of EXECUTION COPY counsel) and, without limiting the foregoing, may in its sole discretion and pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, may either pay the Tax claimed and xxx sue for a refund or contest the Tax Claim in any permissible mannermanner xx its own expense; provided, however, that in the case Indemnified Party has the right to review and approve the settlement of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such the Tax Claim, further providedsuch approval shall not be reasonably withheld. Notwithstanding anything herein to the contrary, that in the case of the settlement of Seller may defend and/or settle any Tax Claims (including by paying such Taxes and seeking a refund) relating to Pre-Closing Taxes as permitted by Sections 8.01 and 8.02(b). (c) With respect to any Tax Claim that can be reasonably expected which Seller has the right to impact control pursuant to the Taxes first sentence of this Section 8.05, Seller shall promptly pay or cause the Escrow Agent to pay to the Taxing authority directly the amount of any Company Liability as finally determined (provided that if Seller elects to sue for refund or Subsidiary contest such Liabilities, it shall make or cause xxx Escrow Agent to make any payment for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayedrefund is sought). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible a claim for the Taxes shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such TaxesSECTION 9.4, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claimclaim (a "TAX CLAIM"). If notice of a Tax Claim (a "TAX NOTICE") is not given to the Tax Indemnifying Party within a reasonably sufficient period of time to allow such party the Indemnifying Party effectively to contest such Tax Claim, or in reasonable detail to apprise such party apprize the Indemnifying Party of the nature of the Tax Claim, taking into account the facts and circumstances with respect to such Tax Claim, the Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) affiliates to the extent that the Tax Indemnifying Party Party's position is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax ClaimClaim which might result in an indemnity payment to KNHC, KDC or any of their Affiliates pursuant to SECTION 9.4 (other than a Tax Claim relating to Taxes of KOC for a Straddle Period), and provided that KREG shall first have admitted its liability to KNHC, KDC or any of their Affiliates as the Tax Indemnifying Party case may be, KREG shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting limitation of the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner; provided. In no case shall KNHC, however, that in the case of a Tax Claim relating solely to Taxes of a Company KDC or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of KOC settle or otherwise compromise any Tax Claim that can be reasonably expected referred to impact in the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the preceding sentence without KREG's prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditionedconsent. KNHC, withheld or delayed). 9.6.2.3 The Tax Indemnified Party KDC, KOC and each of its respective Affiliates their affiliates shall cooperate with the Tax Indemnifying Party KREG in contesting any such Tax Claim, which cooperation shall include include, without limitation, the reasonable retention and (upon the Tax Indemnifying PartyKREG's request) the provision to the Tax Indemnifying Party KREG of records and information which are reasonably relevant to such Tax Claim, and making employees reasonably available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, all at KREG's expense. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any (c) The contest of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely that relates to Taxes of any Company or Subsidiary KOC for a Straddle Period without shall be controlled by KDC (or, if required by law, KNHC) and KREG agrees, and agrees to cause its affiliates, to cooperate with KNHC, KDC (and their Affiliates) in pursuing such contest. KREG shall be kept informed of any such contest and shall have the other party's prior written consentright to participate, or have its legal counsel or advisors participate, at its expense. KDC shall not settle any claim with any taxing authority with respect to taxes for a Straddle Period unless (i) KREG shall have agreed in writing to such settlement, such agreement not to be unreasonably withheld, and (ii) KREG and KDC shall have agreed on an apportionment of the proposed settlement liability amongst the Pre-Closing Tax Period and the portion of the Straddle Period commencing on the day after the Closing Date. To the extent KDC is represented in any discussions with any taxing authority with respect to taxes for a Straddle Period, such representatives shall owe an equal duty to both KDC and KREG.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If a claim shall be made by any taxing authority, which, if successful might result in an indemnity payment to Buyer, one party is responsible for the payment of Taxes its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 9.6.1 11.01 (the "a “Tax Indemnifying Party"Claim”), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party Buyer shall promptly notify the Tax Indemnifying Party in writing Seller of such Tax ClaimClaim in writing and in reasonable detail. If notice of a Tax Claim is not given to the Tax Indemnifying Party Seller within a sufficient period of time to allow such party Seller to effectively to contest such Tax Claim, or in reasonable detail to apprise such party Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, Seller shall not be liable to the Tax Indemnified Party (or Buyer, any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) representatives to the extent that the Tax Indemnifying Party Seller’s position is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax ClaimClaim (other than a Tax Claim relating solely to Taxes of the Company or the Company Subsidiaries for a Straddle Period), Seller shall have the Tax Indemnifying Party shall assume and right, at its own expense, to control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where Applicable Law permits such refund or contest the Tax Claim in any permissible manner; , provided Seller shall not enter into any settlement, compromise or consent to judgment with respect to such Tax Claim without the prior written consent of Buyer, such consent not to be unreasonably withheld, provided, howeverhowever that Seller shall be entitled to settle, that in compromise or consent to judgment without the case consent of Buyer with respect to a Tax Claim relating solely if either (1) the Tax Claim will not result in any Tax liability to Taxes of a the Company or any Company Subsidiary for in a Straddle Post-Closing Tax Period, Sellers or (2) the Tax Claim would result in such Tax liability but such liability arises as a result of an adjustment or change in any tax attributes of the Company or any Company Subsidiary, including, without limitation, any net operating loss, tax credit or tax basis. Seller and Purchaser Buyer shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case Claim relating solely to Taxes of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Straddle Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party (c) Seller, Buyer and the Company and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 (d) In no case shall Buyer or the Tax Indemnified Party, the Companies, the Subsidiaries, Company or any of their respective Affiliates, officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's Seller’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company or any Company or Subsidiary for a Straddle Period without the other party's ’s prior written consent, such consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If a claim is made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer or one party is responsible for the payment of Taxes its Affiliates pursuant to Section 9.6.1 (the "Tax Indemnifying Party")11.5 above, and the other party (the "Tax Indemnified Party") receives notice Buyer will promptly notify Seller in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Seller within a sufficient period of time to allow such party Seller to effectively to contest such Tax Claim, or in reasonable detail to apprise such party Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party shall Claim, Seller will not be liable to the Tax Indemnified Party (Buyer or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Seller's position is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax ClaimClaim (other than a Tax Claim relating solely to Taxes of the Company for any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Tax Indemnifying Party shall assume and Seller will control all proceedings taken in connection with such Tax Claim (including without limitation selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sue for a refund where applicxxxe law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly . Buyer will control all proceedings taken in connection with any such Tax Claim, further provided, that in the case Claim relating solely to Taxes of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Straddle Period. Buyer, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditionedCompany, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its their respective Affiliates shall will cooperate with the Tax Indemnifying Party Seller in contesting any Tax Claim, which cooperation shall include will include, without limitation, the retention and (upon the Tax Indemnifying PartySeller's request) the provision to the Tax Indemnifying Party Seller of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 . In no case shall will Buyer or the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Company settle or otherwise compromise any Tax Claim without the Tax Indemnifying PartySeller's prior written consent. Neither party shall In no case will the Seller be entitled to settle a Tax Claim or to contest any claim relating solely to Taxes if the settlement of, or an adverse judgment with respect to, the claim would be likely, in the good faith judgment of the Indemnified Party, to cause the liability for any Tax of the Indemnified Party or of any Company Affiliate of the Indemnified Party for any taxable period ending after the Closing Date to increase (including without limitation by making any election or Subsidiary for taking any action having the effect of making any election, by deferring the inclusion of any amount in income or by accelerating the deduction of any amount or the claiming of any credit) or to take a Straddle Period without position that, if applied to any taxable period ending after the other party's prior written consentClosing Date, would be adverse to the interest of the Indemnified Party or any Affiliate of the Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If a claim shall be made by any taxing authority, which, if successful might result in an indemnity payment to Buyer, one party is responsible for the payment of Taxes its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 9.6.1 11.01 (the "a “Tax Indemnifying Party"Claim”), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party Buyer shall promptly notify the Tax Indemnifying Party in writing Seller of such Tax ClaimClaim in writing and in reasonable detail. If notice of a Tax Claim is not given to the Tax Indemnifying Party Seller within a sufficient period of time to allow such party Seller to effectively to contest such Tax Claim, or in reasonable detail to apprise such party Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, Seller shall not be liable to the Tax Indemnified Party (or Buyer, any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) representatives to the extent that the Tax Indemnifying Party Seller’s position is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax ClaimClaim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), the Tax Indemnifying Party Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and). Seller shall, without limiting the foregoinghowever, may in its sole discretion pursue or forego keep Buyer informed of all developments on a timely basis and shall provide to Buyer copies of any and all administrative proceedings with correspondence received from the tax authority related to such Tax Claim. Seller shall not settle any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the such Tax Claim in any permissible manner; providedwithout the prior written approval of Buyer, howeverwhich shall not be unreasonably withheld, that in the case of a Tax Claim relating solely to Taxes of a Company conditioned or Subsidiary for a Straddle Period, Sellers delayed. Seller and Purchaser Buyer shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case Claim relating solely to Taxes of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Straddle Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party (c) Buyer and the Company and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party Seller in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's Seller’s request) the provision to the Tax Indemnifying Party Seller of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 (d) In no case shall Buyer or the Tax Indemnified Party, the Companies, the Subsidiaries, Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's Seller’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Neither party shall settle a Tax Claim relating solely to Taxes of any the Company or Subsidiary for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is responsible for the payment of Taxes pursuant to Section 9.6.1 sought (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified PartyIndemnitor") receives notice in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Indemnitor within a sufficient period of time to allow such party the Tax Indemnitor to effectively to contest such Tax Claim, or in reasonable detail to apprise such party the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party Indemnitor shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Indemnitee to the extent that the Tax Indemnifying Party position Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Indemnitor shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion (and at its sole cost and expense) pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; providedPROVIDED, howeverHOWEVER, that in the case of Tax Indemnitor shall not settle or compromise a Tax Claim relating solely without giving 30 days' prior notice to Taxes of a Company or Subsidiary for a Straddle Periodthe Tax Indemnitee, Sellers and Purchaser without the Tax Indemnitee's consent, which shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 , if such settlement or compromise would have a material adverse effect on 42 the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnified Party Indemnitee, and each of its respective Affiliates Affiliates, shall cooperate with the Tax Indemnifying Party Indemnitor in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyIndemnitor's request) the provision to the Tax Indemnifying Party Indemnitor of records Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the payment of Taxes pursuant under Section 10.01 or is otherwise responsible under the indemnification provisions of Section 10.01 for a Loss relating to Section 9.6.1 a Tax (the "“Tax Indemnifying Party"”), and the other party to this Agreement (the "“Tax Indemnified Party"”) receives notice or otherwise becomes aware of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "“Tax Claim"”) with respect to such TaxesTaxes or becomes aware of such Loss, the Tax Indemnified Party shall promptly use reasonable efforts to notify the Tax Indemnifying Party in writing of such Tax ClaimClaim or Loss. If notice Failure to deliver the aforementioned notice, however, shall not limit the liability of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofParty. 9.6.2.2 With (b) Subject to Section 10.10(d), with respect to any Tax Claim, Claim for which Purchaser is the Tax Indemnifying Indemnified Party and for which Purchaser has not waived its rights to indemnification for Taxes under this Agreement, Purchaser shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, ; (c) The Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party Purchaser in contesting any Tax Claim, which cooperation shall include the retention and (upon on the Tax Indemnifying Party's Purchaser’s request) the provision to the Tax Indemnifying Party Purchaser of records and information which are reasonably relevant to such Tax Claim, and making employees reasonably available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 (d) In no case shall Purchaser or the Tax Indemnified Party, the Companies, the Subsidiaries, Companies or their subsidiaries or any of their respective officers, directors, employees, stockholders, agents agents, representatives or representatives affiliates settle or otherwise compromise any Tax Claim or Loss for which indemnification may be provided under Section 10.01(a) without the Tax Indemnifying Party's prior written consentconsent of Sellers Representatives, which consent may not be unreasonably withheld. Neither party shall settle a Tax Claim relating solely to Taxes of the Companies or any Company or Subsidiary of their subsidiaries for a Straddle Period without the other party's ’s prior written consent, which consent may not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one any Taxing Authority or other Person asserts a Tax Claim, then the party is responsible for the payment hereto first receiving notice of Taxes pursuant such Tax Claim promptly shall provide written notice of such Tax Claim to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (parties hereto; provided that that the "Tax Indemnified Party") receives failure of Buyer to give such prompt notice to Seller of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute such Tax Claim shall not relieve Seller of any of its obligations under this Section 9.10. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other claim Person. (a "b) Sellers shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claim") Claims with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party Taxes set forth in writing of such Tax ClaimSection 9.9(a). If notice of a Tax Claim is not given In order to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest defend or prosecute any such Tax Claim, each Seller shall notify Buyer that it elects to defend or in reasonable detail prosecute such Tax Claim (“Election Notice”) within 30 days after (i) the date on which such Seller received notice of any such Tax Claim from Buyer (with respect to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable Claims as to the Tax Indemnified Party (which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which such Seller delivered to Buyer notice of its Affiliates any such Tax Claim (with respect to Tax Claims as to which such Seller first received notice from a Taxing Authority or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 other Person). With respect to any Tax ClaimClaim as to which any Seller has provided an Election Notice to Buyer, such Seller shall defend or prosecute such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by such Seller to a Final Determination; provided that such Seller shall not, without the prior written consent of Buyer, enter into any compromise or settlement of such Tax Indemnifying Party Claim that would result in any Tax detriment to any Tax Indemnitee. Each Seller shall assume inform Buyer of all developments and control all proceedings taken in connection with events relating to such Tax Claim (including selection providing to Buyer copies of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim written materials relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim), and making employees available on a mutually convenient basis Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to provide additional information attend, but not participate in or explanation of any material provided hereunder or to testify at control, all conferences, meetings and proceedings relating to such Tax Claim. 9.6.2.4 In no case (c) If, with respect to any Tax Claim, any Seller fails to deliver an Election Notice to Buyer within the period provided in Section 9.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Indemnified PartyClaim, at the Companiessole cost, the Subsidiariesexpense and risk of such Seller. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Each Seller shall cooperate in good faith with Buyer and its authorized representatives in order to contest effectively such Tax Claim. Each Seller may attend, but not participate in or control, any defense, prosecution, settlement, or any compromise of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without controlled by Buyer pursuant to this Section 9.10(c), and shall bear its own costs and expenses with respect thereto. In the Tax Indemnifying Party's prior written consent. Neither party shall settle a case of any Tax Claim relating solely that is defended or prosecuted by Buyer pursuant to Taxes of this Section 9.10(c), Buyer shall be entitled upon demand to prompt payment from Sellers for any Company and all costs and expenses incurred by Buyer in connection with such defense or Subsidiary prosecution (including attorneys’, accountants’, and experts’ fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim), in each case on a Straddle Period without the other party's prior written consentGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity payment of Taxes pursuant to Section 9.6.1 (8.1, the "Tax Indemnifying Party")party receiving notice of such audit, and investigation, similar proceeding or claim shall promptly notify the other party (the "Tax Indemnified Party") receives notice in writing of any deficiency, proposed adjustment, assessment, such audit, examinationinvestigation, suit, dispute similar proceeding or other claim (a "Tax ClaimProceeding") with respect ); provided, however, that failure to give such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to indemnification obligations under Section 8.1 unless such failure materially prejudices the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofindemnifying party. 9.6.2.2 (b) With respect to any Tax ClaimProceeding which might result in an indemnity payment pursuant to Section 8.1(a), the Tax Indemnifying Party Seller shall assume and have the right to control all proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in its sole discretion with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable discretion, either pay the Tax claimed and xxx sue for a refund where applicable Law permits such refund suits or contest xxxtest the Tax Claim Proceeding in any permissible manner; provided. The Buyer shall be entitled to participate in all proceedings with respect to any such Tax Proceeding (at its expense) and to employ counsel of its choice for such purpose. (c) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.1(b), howeverthe Buyer shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, that without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or xxxtest the Tax Proceeding in any permissible manner. The Seller shall be entitled to participate in all proceedings with respect to any such Tax Proceeding (at its expense) and to employ counsel of its choice for such purpose. (d) The Seller and the Buyer shall each provide the other (and, in the case of a Tax Claim relating solely to Taxes of a the Buyer, shall cause the Company or Subsidiary for a Straddle PeriodCompany Subsidiaries, Sellers as appropriate, to provide the Seller) with copies of all material documents with respect to the aforementioned Tax Proceedings. Notwithstanding the foregoing, the Buyer and Purchaser the Seller shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of (i) any Tax Claim that can be reasonably expected Proceeding relating solely to impact the Taxes of any Company or Subsidiary for a Straddle Period and (ii) any Tax period Proceeding which might result in both an indemnity payment pursuant to Section 8.1(a) and an indemnity payment pursuant to Section 8.1(b). In no case shall any party settle or otherwise compromise any Tax Proceeding without the other than a Pre-Closing Tax Period, the party's prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayedwithheld). 9.6.2.3 (e) The Tax Indemnified Party Buyer, the Company and each of its respective Affiliates the Company Subsidiaries, on the one hand, and the Seller, on the other hand, shall cooperate with the Tax Indemnifying Party each other in contesting any Tax ClaimProceeding, which cooperation shall include the retention and (upon the Tax Indemnifying Partyother party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax ClaimProceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax ClaimProceeding and, in the case of the Buyer, causing the Company and the Company Subsidiaries to so cooperate. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for any Taxing Authority or other Person asserts a Tax Claim, then the payment Party hereto first receiving notice of Taxes pursuant such Tax Claim promptly shall provide written notice of such Tax Claim to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party Party hereto; provided that the failure of Buyer to give such prompt notice to Sellers of any such Tax Claim shall not relieve Sellers of any of its obligations under this Section 9.9. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person. (b) Sellers shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claims with respect to Taxes set forth in Section 9.8(a). In order to defend or prosecute any such Tax Claim, Sellers shall notify Buyer that it elects to defend or prosecute such Tax Claim ("Tax Indemnified PartyElection Notice") within 30 days after (i) the date on which Sellers receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim such Tax Claim from Buyer (a "Tax Claim") with respect to such TaxesTax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing date on which Sellers delivered to Buyer notice of any such Tax Claim. If Claim (with respect to Tax Claims as to which Sellers first received notice of from a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (Taxing Authority or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 other Person). With respect to any Tax ClaimClaim as to which Sellers has provided an Election Notice to Buyer, Sellers shall defend or prosecute such Tax Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by Sellers to a Final Determination; provided that Sellers shall not, without the prior written consent of Buyer, enter into any compromise or settlement of such Tax Indemnifying Party Claim that would result in any Tax detriment to any Tax Indemnitee. Sellers shall assume inform Buyer of all developments and control all proceedings taken in connection with events relating to such Tax Claim (including selection providing to Buyer copies of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim written materials relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim), and making employees available on a mutually convenient basis Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to provide additional information attend, but not participate in or explanation of any material provided hereunder or to testify at control, all conferences, meetings and proceedings relating to such Tax Claim. 9.6.2.4 In no case (c) If, with respect to any Tax Claim, Sellers fails to deliver an Election Notice to Buyer within the period provided in Section 9.9(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, then Buyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Indemnified PartyClaim, at the Companiessole cost, the Subsidiariesexpense and risk of Sellers. Buyer shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. Sellers shall cooperate in good faith with Buyer and its authorized representatives in order to contest effectively such Tax Claim. Sellers may attend, but not participate in or control, any defense, prosecution, settlement, or any compromise of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without controlled by Buyer pursuant to this Section 9.9(c), and shall bear its own costs and expenses with respect thereto. In the Tax Indemnifying Party's prior written consent. Neither party shall settle a case of any Tax Claim relating solely that is defended or prosecuted by Buyer pursuant to Taxes of this Section 9.9(c), Buyer shall be entitled upon demand to prompt payment from Sellers for any Company and all costs and expenses incurred by Buyer in connection with such defense or Subsidiary prosecution (including attorneys', accountants', and experts' fees and disbursements, settlement costs, court costs, and any other costs or expenses for investigating, defending or prosecuting such Tax Claim), in each case on a Straddle Period without the other party's prior written consentGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If either Seller or Buyer receives a written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim their respective affiliates (a "Tax Claim") with respect to such Taxes), the party receiving such Tax Indemnified Party Claim shall promptly notify the Tax Indemnifying Party other party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax ClaimClaim (other than those relating solely to Taxes of any Company for a Straddle Period), the Tax Indemnifying Party indemnifying party shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego forgo any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the other party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of indemnifying party); provided, however, that in no case shall the case of a indemnifying party settle or otherwise compromise any Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Periodwithout the other party's prior written consent, Sellers and Purchaser which consent shall jointly not be unreasonably withheld. Buyer shall control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected relating solely to impact the Taxes of any Company or Subsidiary for a Straddle Period. Buyer, Seller, any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Company and each of its their respective Affiliates affiliates shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which to the other party that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"11(a), and the party receiving such claim shall promptly notify the other party (the "Tax Indemnified Party") receives notice in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If the indemnified party receives notice of a Tax Claim is not given from a taxing authority and fails to notify the Tax Indemnifying Party indemnifying party thereof within a sufficient period of time to allow such the indemnifying party to effectively to contest such Tax Claim, or in reasonable detail to apprise such the indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, the indemnifying party shall not be liable to the indemnified party with respect to such Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Claim to the extent that the Tax Indemnifying Party indemnifying party's position is actually prejudiced as a result thereof. 9.6.2.2 With respect . The indemnifying party shall have the right (at its own cost and expense) to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such any Tax Claim (including selection of counselcounsel not reasonably objected to by the indemnified party) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sue for a refund where Applicable Law permits such refund suixx or contest the Tax Claim in any permissible manner; provided, however, that in the case indemnifying party shall not, without the indemnified party's prior written consent, enter into any compromise or settlement of a Tax Claim that would adversely affect the indemnified party. The indemnifying party shall keep the indemnified party informed of all material developments and events relating solely to Taxes any such Tax Claim (including providing to the indemnified party, upon request, copies of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with written materials pertaining to any such Tax Claim), further provided, that in and the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company indemnified party or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser its authorized representative shall be required (which consent may not be unreasonably conditionedentitled, withheld or delayed). 9.6.2.3 at the indemnified party's cost and expense, to participate in all conferences, meetings and proceedings relating to any such Tax Claim. The Tax Indemnified Party and each of its respective Affiliates indemnified party shall reasonably cooperate with the Tax Indemnifying Party indemnifying party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Partyindemnifying party's request) the provision to the Tax Indemnifying Party indemnifying party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall . So long as the indemnifying party is diligently defending a Tax Indemnified PartyClaim, neither the Companies, the Subsidiaries, or indemnified party nor any of their respective its officers, directors, employees, stockholders, agents or representatives shall settle or otherwise compromise any Tax Claim without the Tax Indemnifying Partyindemnifying party's prior written consent. Neither No party shall settle a Tax Claim relating solely to Taxes of any the Company or any Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one any Taxing Authority or other Person asserts a Tax Claim, then the party is responsible hereto first receiving notice of such Tax Claim shall promptly provide written notice of such Tax Claim to the other party hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the payment Taxing Authority or other Person. (b) Subject to this Section 10.10(b) and Sections 10.10(c) to (e) the Buyer shall or shall procure that the relevant Seller Company shall take such action to avoid, dispute, resist, appeal, compromise or contest any Tax Claim as the Sellers may reasonably request in writing provided, that: (i) neither the Buyer nor any of Taxes pursuant the Seller Companies shall be required to Section 9.6.1 delegate the conduct of such action to the Founding Sellers or any professional agent or adviser of the Founding Sellers; (ii) the "Buyer shall not be obliged to procure any such action unless the Founding Sellers have indemnified the Buyer and the relevant Seller Company to their reasonable satisfaction against any liabilities, costs or expenses (including additional Tax) which may be incurred; and (iii) neither the Buyer nor any of the Seller Companies shall be obliged to take any action requested by the Founding Sellers which could reasonably be said to be frivolous or vexatious or which could adversely affect any of the Seller Companies or the Buyer's future Tax Indemnifying Party")position, and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party Buyer shall not be liable obliged to procure that such action is taken. (c) Neither the Tax Indemnified Party (or Buyer nor any of its Affiliates the Seller Companies shall be obliged to comply with any request of the Founding Sellers which involves contesting any Tax Claim before any court or any other appellate body unless the Founding Sellers obtain the written opinion of counsel of at least ten years call that such contest will, on the balance of probabilities, be successful. (d) The Buyer and the Seller Companies shall be free to take such action as they may in their absolute discretion think fit and without prejudice to their rights and remedies under this Agreement if within fourteen days of service of the notice under Section 10.10(a) the Founding Sellers fail to notify the Buyer of their respective officers, directors, employees, stockholders, agents or representatives) intention to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with resist such Tax Claim (including selection of counsel) and, without limiting or fail within that period to give the foregoing, may indemnity referred to in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayedSection 10.10(b)(ii). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates (e) Section 10.10(b) shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or not apply if any of their respective officersthe Founding Sellers or the Seller Companies has committed acts or omissions which constitute or are alleged to constitute fraud, directors, employees, stockholders, agents willful default or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentnegligent conduct.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one Reasonably promptly after a party is responsible for becomes aware of the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice existence of a Tax Claim is not given issue that may give rise to an indemnification claim under Section 7.01 (a “Tax Controversy”) by it against the Tax Indemnifying Party within a sufficient period of time to allow such other party, the indemnified party effectively to contest such Tax Claim, or in reasonable detail to apprise such shall notify the indemnifying party of the nature of the Tax ClaimControversy, the Tax Indemnifying Party and thereafter shall not be liable promptly forward to the Tax Indemnified Party (or any indemnifying party copies of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) communications and written notices with a Taxing Authority relating to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible mannerControversy; provided, however, that the failure to forward such communications and written notices to the indemnifying party shall not release the indemnifying party from any of its obligations under Section 7.01 except to the extent that the indemnifying party is prejudiced by such failure. Except as provided in this Section 7.06(d), upon notice to the case of indemnified party, the indemnifying party may elect to control, and may elect, at its sole cost and expense, to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action (a “Tax Proceeding”) with respect to a Tax Claim relating solely Controversy for which it would be required to Taxes of indemnify the other party; provided that (i) the indemnifying party’s counsel is reasonably satisfactory to the indemnified party and (ii) the indemnifying party shall not settle any Tax Proceeding with respect to a Company Tax Controversy on a basis that would adversely affect the indemnified party without obtaining the indemnified party’s written consent, which consent shall not be unreasonably withheld. If the indemnifying party does not elect to control a Tax Proceeding with respect to a Tax Controversy pursuant to this Section 7.06(d), then the indemnified party shall have discretion in handling, settling or Subsidiary for a Straddle Periodcontesting such Tax Proceeding. The indemnified party shall not settle any Tax Controversy without obtaining the indemnifying party’s written consent, Sellers which shall not be unreasonably withheld. Seller and Purchaser shall jointly control, and shall each have the right to participate in all activities and strategic decisions with respect to, any Tax Proceedings for which each party would be required to indemnify the other party with respect to one or more Tax issues. Seller may assume sole control all proceedings taken in connection with of any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary proceeding for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consentif it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible a claim for the payment Taxes, including notice of Taxes a pending audit, shall be made by any Taxing Authority, which, if successful, might result in a claim for indemnity pursuant to Section 9.6.1 Sections 6.05(a) or 6.05(b) (the "any such claim, a “Tax Indemnifying Party"Claim”), and the party which receives such claim shall notify the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim. If ; provided, that the failure of an Indemnified Party to give such notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax an Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is has actually been prejudiced as a result thereofby such failure. 9.6.2.2 (b) Parent shall control any Tax Claim with respect to any Seller Group Tax Return, and Buyer shall not participate in or control any such Tax Claim. (c) With respect to any Tax ClaimClaim relating solely to a taxable period ending on or prior to the Closing Date not described in Section 6.06(b), Parent shall have the right to control, at Parent’s expense, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with conduct of such Tax Claim unless Parent fails to provide Buyer with written notice of its election to control such Tax Claim within ten (including selection 10) days of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Parent’s receipt of notice of such Tax Claim in any permissible manneraccordance with Section 6.06(a); provided, however, that in (i) Parent shall keep Buyer reasonably informed as to the case status of a such Tax Claim relating solely and (ii) Buyer shall be entitled to Taxes of a Company or Subsidiary for a Straddle Periodparticipate, Sellers and Purchaser shall jointly control all proceedings taken at its own expense, in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser and Parent shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise such Tax Claim without Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed. If Parent does not elect to control a Tax Claim pursuant to this Section 6.06(c) within the time period set forth above, the Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Parent reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, to the extent possible the Tax Items subject to such Tax Claim shall be distinguished and each party shall control the defense and settlement of those Taxes for which it is liable. If any Tax Item cannot be identified as being a Liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential Liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Claim; provided, that, such party defends the items as reported on the relevant Tax Return. With respect to any Tax Claim subject to this Section 6.06(d), (i) the controlling party shall keep the other party reasonably informed as to the status of such Tax Claim and (ii) the non-controlling party shall be entitled to participate, at its own expense, in any such Tax Claim and the controlling party shall not settle or otherwise compromise such Tax Claim without the Tax Indemnifying Party's prior other party’s written consent. Neither party , which shall settle a Tax Claim relating solely to Taxes of any Company not be unreasonably withheld, conditioned or Subsidiary for a Straddle Period without the other party's prior written consentdelayed.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (1) If one party is responsible for the a claim shall be made by any Governmental Entity, which, if successful might result in an indemnity payment of Taxes pursuant by Shareholder to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (Purchaser or any of its Affiliates or any under Section 6.12(d) (a “Tax Claim”), Purchaser shall promptly notify Shareholder of their respective officerssuch Tax Claim in writing and in reasonable detail. Failure to provide such notice shall not limit the right of Purchaser and its Affiliates to be indemnified under Section 6.12(d), directors, employees, stockholders, agents or representatives) except to the extent that the Shareholder’s ability to participate as to such Tax Indemnifying Party position Claim is actually and materially prejudiced as a result thereofthereby. 9.6.2.2 (2) With respect to any Tax ClaimClaim with respect to income or franchise Taxes relating to a Tax period ending on or before the Closing Date, the Tax Indemnifying Party Shareholder shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Governmental Entity with respect thereto, and mayshall either, in its sole discretion, either pay the Tax claimed and xxx for a refund on behalf of Shareholder where Applicable Law permits such refund suits, or contest the Tax Claim in any permissible manner; provided that (i) Purchaser may at its own expense participate in the Proceedings related to such Tax Claim, (ii) Shareholder shall keep Purchaser reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, (iii) Shareholder shall consider any reasonable comments proposed by Purchaser that are related to the defense of such Tax Claim and (iv) Shareholder shall not settle, compromise or dispose of such Tax Claim without the consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (3) With respect to any Tax Claim relating to a Straddle Period, Purchaser shall have the right to control all Proceedings and may make any decisions in connection with any Tax Proceeding related to such Straddle Period; provided, however, that (i) Shareholder may at the its own expense participate in the case Proceedings related to such Tax Claim, if permitted by the Governmental Entity, (ii) Purchaser shall keep Shareholder reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, and (iii) Purchaser shall not settle, compromise or dispose of such Tax Proceeding without the prior written consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed. (4) With respect to any Tax Claim not described in Section 6.12(e)(2) or (3), Purchaser shall have the right to control all Proceedings and may make any decisions in connection with such Tax Claim; provided that (i) Purchaser shall not settle, compromise or dispose of a Tax Claim relating solely with respect to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period for which Shareholder may be liable under this Section 6.12 without consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed and (ii) Purchaser shall not settle, compromise or dispose of such Tax Claim in a manner that would either (x) shift income from a Post-Closing Tax Period to a Pre-Closing Tax Period or (y) shift deductions from a Pre-Closing Tax Period to a Post-Closing Tax Period, without the prior written consent of the Purchaser shall be required (which Shareholder, such consent may not to be unreasonably conditionedwithheld, withheld conditioned or delayed). 9.6.2.3 The Tax Indemnified Party (5) Purchaser and the Bank and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party Shareholder in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's requestany request of Shareholder) the provision to the Tax Indemnifying Party Shareholder, of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is responsible for the payment of Taxes pursuant to Section 9.6.1 sought (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified PartyIndemnitor") receives notice in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party Indemnitor within a sufficient period of time to allow such party the Tax Indemnitor to effectively to contest such Tax Claim, or in reasonable detail to apprise such party the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party Indemnitor shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) Indemnitee to the extent that the Tax Indemnifying Party position Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. 9.6.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Indemnitor shall assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; providedPROVIDED, howeverHOWEVER, that in the case of Tax Indemnitor shall not settle or compromise a Tax Claim relating solely without giving 30-days' prior notice to Taxes of a Company or Subsidiary for a Straddle Periodthe Tax Indemnitee, Sellers and Purchaser without the Tax Indemnitee's consent, which shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 , if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. The Tax Indemnified Party Indemnitee, and each of its respective Affiliates Affiliates, shall cooperate with the Tax Indemnifying Party Indemnitor in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyIndemnitor's request) the provision to the Tax Indemnifying Party Indemnitor of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for (a) After the Closing Date, if a claim shall be made in writing by any Tax authority, which, if successful, would result in an indemnity payment of Taxes by Seller and Seller Subsidiary to Buyer or its Affiliates pursuant to Section 9.6.1 (the "Tax Indemnifying Party")9.01, Buyer shall promptly notify Seller and the other party (the "Tax Indemnified Party") receives notice Seller Subsidiary in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax ClaimSeller and Seller Subsidiary promptly after receipt by Buyer, or in reasonable detail to apprise such party inform Seller and Seller Subsidiary of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, neither Seller nor Seller Subsidiary shall not be liable to Buyer, to the Tax Indemnified Party extent that their (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representativesAffiliate's) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofof a failure to so promptly notify or inform. 9.6.2.2 (b) With respect to any Tax ClaimClaim for a taxable period that ends on or before the Closing Date, either Seller or Seller Subsidiary shall have the Tax Indemnifying Party shall assume and control right to direct, at its own expense, all proceedings taken in connection with such Tax Claim (including includ ing selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and con ferences with any taxing Tax authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, . It shall be assumed that in either Seller or Seller Subsidiary will direct the case of a proceedings for any Tax Claim relating solely unless, within ten (10) days of receipt of the notice of such Tax Claim from Buyer, Seller notifies Buyer of its intent and the intent of Seller Subsidiary not to Taxes direct the proceedings for such Tax Claim. In the event both Seller and Seller Subsidiary have elected not to direct the proceedings for any Tax Claim, Buyer shall be permitted to settle or compromise any such Tax Claim without prejudice to the obligations of a Company or Seller and Seller Subsidiary for a Straddle Period, Sellers to indemnify Buyer under this Article IX. Seller and Purchaser Buyer shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected relating solely to impact the Taxes of any Company or Subsidiary for any Tax period other than attributable to a Pre-Closing Tax Straddle Period. Buyer, the prior written consent of Company, the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party Company Subsidiary and each of its their respective Affiliates shall cooperate with the Tax Indemnifying Party Seller and its Affiliates in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartySeller's request) the provision to the Tax Indemnifying Party Seller or its Affiliates of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 (c) In no case the event that Seller or Seller Subsidiary chooses to direct and contest a Tax Claim described in the first sentence of Section 9.02(b), Buyer shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives not settle or otherwise compromise such Tax Claim without Seller's prior written consent (which consent shall not be unreasonably withheld). Before Seller settles any such Tax Claim, Seller shall consult in good faith with Buyer. Neither Seller nor Seller Subsidiary may without the prior written consent of Buyer (which consent shall not be unreasonably withheld) settle or compromise any Tax Claim without the Tax Indemnifying Party's prior written consentin a proceeding which Seller or Seller Subsidiary directs if doing so would increase any indemnification obligation of Buyer under this Article IX. Neither No party shall settle a Tax Claim relating solely to Taxes of any the Company or the Company Subsidiary for a Straddle Period without the other party's prior written consentconsent (which consent shall not be unreasonably withheld). (d) In the case of any claim for Taxes pending on the Closing Date, and involving any contested Tax for which Seller or Seller Subsidiary would be liable under this Article IX, Seller shall notify Buyer within thirty (30) days after the Closing Date whether Seller or Seller Subsidiary elects not to direct the proceeding of any such claim for Taxes in the manner described in this Section 9.02. In the absence of such notice, Seller will be deemed to have elected to direct all claims for Taxes pending on the Closing Date. An election by Seller or Seller Subsidiary with respect to any proceeding of any such claim for Taxes subject to this Section 9.02(d) shall constitute an election for purposes of Section 9.02(a), (b) and (c). (e) In the event that a claim for Taxes is made in writing by any Tax authority, which, if successful, would result in an indemnity payment by Buyer to Seller or its Affiliates under Section 9.01(c), Buyer shall have the same contest, timely notification and other rights in respect of such claim for Taxes that Seller has in this Section 9.02. (f) Buyer shall have the sole right to direct any and all proceedings (including selection of counsel) with respect to any claim, audit or deficiency by a Tax authority in respect of Taxes of Buyer and its Affiliates (including the Company and the Company Subsidiary) for a Post-Closing Period, provided, however, that Buyer shall consult in good faith with Seller and Seller Subsidiary with respect to any audit or other proceeding by a Tax authority or before any court with respect to the Compensation Items (collectively, "Proceedings") (including keeping Seller and Seller Subsidiary informed of material developments with respect to such Proceedings on a timely basis, providing Seller and Seller Subsidiary with copies of any material correspondence, requests or filings with respect to such Proceedings, providing Seller and Seller Subsidiary with Buyer's material written submissions or replies with respect to such Proceedings prior to the filing of such submissions or replies with the relevant Tax authority or the relevant court, providing Seller and Seller Subsidiary with copies of material documents actually filed with the relevant Tax authority or court in respect of such Proceedings and considering in good faith the comments and views of Seller and Seller Subsidiary with respect to the conduct of such Proceedings); provided further that Buyer will be required to contest any such claim, audit or deficiency if Seller and Seller Subsidiary so request and have agreed to indemnify Buyer for any reasonable out-of-pocket costs and expenses that Buyer incurs in connection with such contest (including reasonable legal and accounting fees).

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 Sections 9.01 or 9.02 of this Agreement (the "“Tax Indemnifying Party"”), and the other party to this Agreement (the "“Tax Indemnified Party"”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "“Tax Claim"”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If No failure or delay on the part of the Tax Indemnified Party to give notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period shall reduce or otherwise affect the obligations or liabilities of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable pursuant to the Tax Indemnified Party (or any of its Affiliates or any of their respective officersthis Agreement, directors, employees, stockholders, agents or representatives) except to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against any liability or claim for Taxes that the Tax Indemnifying Party position is actually prejudiced as a result thereofobligated to pay hereunder. 9.6.2.2 With respect to any Tax Claim, the (ii) The Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue applicable audit or forego any examination and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case defense of a Tax Claim relating solely involving any Taxes for which it has an obligation to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in indemnify the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each pursuant to Sections 9.01 or 9.02 of its respective Affiliates this Agreement. The preceding sentence shall cooperate with not apply to the extent the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include has potential liability of less than 50% of the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party total potential liability of records and information which are reasonably relevant to such Tax Claim. The party controlling the applicable audit or examination and the defense of the Tax Claim shall be referred to herein as the “Controlling Party” and the other party shall be referred to herein as the “Non-Controlling Party.” The Non-Controlling Party and its affiliates agree to cooperate with the Controlling Party in pursuing such contest, and making employees available on a mutually convenient basis to provide additional information or explanation including execution of any powers of attorney in favor of the Controlling Party. Notwithstanding anything in this Agreement to the contrary, the Controlling Party shall keep the Non-Controlling Party informed of all material provided hereunder or to testify at proceedings developments and events relating to such Tax Claim. 9.6.2.4 In no case shall Claim and the Tax Indemnified Non-Controlling Party, at its own cost and expense and with its own counsel, shall have the Companies, right to participate in (but not control) the Subsidiaries, applicable audit or any examination and defense of their respective officers, directors, employees, stockholders, agents or representatives such Tax Claim. The Controlling Party shall not settle or otherwise compromise any Tax Claim if such settlement or compromise could reasonably be expected to have the effect of materially increasing the Tax liability of the Non-Controlling Party without the consent of the Non-Controlling Party, such consent not to be unreasonably withheld. If Controlling Party elects not to assume and control the applicable audit or examination and the defense of a Tax Indemnifying Claim, the Non-Controlling Party may pursue contest of or settle or otherwise compromise such Tax Claim, at Controlling Party's ’s sole expense. Notwithstanding the foregoing, in no case shall any Non-Controlling Party settle or otherwise compromise (or extend the statute of limitations for) any Tax Claim without the Controlling Party’s prior written consent. Neither party Further, in no case shall any Tax Indemnified Party settle a Tax Claim relating solely to Taxes or otherwise compromise (or extend the statute of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.limitations

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If a claim shall be made by any Tax authority, which, if successful, would result in an indemnity payment to Buyer or one party is responsible for the payment of Taxes its Affiliates pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim 11.01 (a "Tax Claim") with respect to such Taxes), the Tax Indemnified Party Buyer shall promptly notify the Tax Indemnifying Party Times Mirror in writing of such Tax ClaimClaim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Buyer. If notice of a Tax Claim is not given to the Tax Indemnifying Party Times Mirror within a sufficient period of time to allow such party Times Mirror to effectively to contest such Tax Claim, or in reasonable detail to apprise such party Times Mirror of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, neither Times Mirror nor Seller shall not be liable to the Tax Indemnified Party (Buyer or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Times Mirror's ability to effectively contest such Tax Indemnifying Party position Claim is actually prejudiced as a result thereof. 9.6.2.2 . With respect to any Tax Claim, the Tax Indemnifying Party shall Times Mirror shall, upon timely notice to Buyer, assume and control all proceedings taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing Taxing authority with respect thereto, thereto and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates . Buyer shall cooperate with the Tax Indemnifying Party Times Mirror at Times Mirror's expense in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyTimes Mirror's request) the provision to the Tax Indemnifying Party Times Mirror of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim shall be made, by any taxing authority, which might result in an indemnity payment of Taxes pursuant to Section 9.6.1 (8.1, the "Tax Indemnifying Party")party receiving notice of such audit, and investigation, similar proceeding or claim shall promptly notify the other party (the "Tax Indemnified Party") receives notice in writing of any deficiency, proposed adjustment, assessment, such audit, examinationinvestigation, suit, dispute similar proceeding or other claim (a "Tax ClaimProceeding") with respect ); provided, however, that failure to give such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to indemnification obligations under Section 8.1 unless such failure materially prejudices the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereofindemnifying party. 9.6.2.2 (b) With respect to any Tax ClaimProceeding which might result in an indemnity payment pursuant to Section 8.1(a), the Tax Indemnifying Party Seller shall assume and have the right to control all proceedings taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in its sole discretion with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable discretion, either pay the Tax claimed and xxx sue for a refund where applicable Law permits such refund suits or contest cxxxest the Tax Claim Proceeding in any permissible manner; provided. The Buyer shall be entitled to participate in all proceedings with respect to any such Tax Proceeding (at its expense) and to employ counsel of its choice for such purpose. (c) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.1(b), howeverthe Buyer shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, that without limiting the foregoing, may with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or cxxxest the Tax Proceeding in any permissible manner. The Seller shall be entitled to participate in all proceedings with respect to any such Tax Proceeding (at its expense) and to employ counsel of its choice for such purpose. (d) The Seller and the Buyer shall each provide the other (and, in the case of a Tax Claim relating solely to Taxes of a the Buyer, shall cause the Company or Subsidiary for a Straddle PeriodCompany Subsidiaries, Sellers as appropriate, to provide the Seller) with copies of all material documents with respect to the aforementioned Tax Proceedings. Notwithstanding the foregoing, the Buyer and Purchaser the Seller shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of (i) any Tax Claim that can be reasonably expected Proceeding relating solely to impact the Taxes of any Company or Subsidiary for a Straddle Period and (ii) any Tax period Proceeding which might result in both an indemnity payment pursuant to Section 8.1(a) and an indemnity payment pursuant to Section 8.1(b). In no case shall any party settle or otherwise compromise any Tax Proceeding without the other than a Pre-Closing Tax Period, the party's prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayedwithheld). 9.6.2.3 (e) The Tax Indemnified Party Buyer, the Company and each of its respective Affiliates the Company Subsidiaries, on the one hand, and the Seller, on the other hand, shall cooperate with the Tax Indemnifying Party each other in contesting any Tax ClaimProceeding, which cooperation shall include the retention and (upon the Tax Indemnifying Partyother party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax ClaimProceeding, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax ClaimProceeding and, in the case of the Buyer, causing the Company and the Company Subsidiaries to so cooperate. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "“Tax Indemnifying Party"”), and the other party (the "“Tax Indemnified Party"”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "“Tax Claim"”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's ’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's ’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (a) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, an audit, examination, suit, dispute inquiry or other claim shall be made by any Governmental Authority which, if successful, might result in an indemnity payment pursuant to Section 9.03(a) or Section 9.03(b), or if a Party otherwise wishes to assert a claim for indemnification pursuant to Section 9.03(a) or Section 9.03(b) (each a "“Tax Claim") with respect to such Taxes”), the Tax Indemnified Party Parties shall promptly notify deliver written notice, specifying the Tax basis for and amount (if known) of the claim asserted, to the Indemnifying Party in writing Parties within five (5) days of the date such Tax Claim. If Claim becomes known; provided that the failure to give such notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to affect the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is Parties have actually been prejudiced as a result thereofof such failure. 9.6.2.2 (b) With respect to any Tax ClaimClaim relating to a Tax Period ending on or before the Closing Date, Parent Seller shall have the Tax Indemnifying Party shall assume and exclusive right, at its own expense, to control all proceedings Proceedings and may make all decisions taken in connection with such Tax Claim (Claim, including selection all decisions to grant or deny any waiver or extension of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case applicable statute of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers limitations. Parent Seller and Purchaser shall jointly control all proceedings taken in connection Proceedings with respect to any such Tax ClaimClaim relating to any Straddle Period, further providedother than Tax Claims involving Group Tax Returns, that in which shall remain under the case exclusive control of Parent Seller. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim that can which it is entitled to control pursuant to this Agreement, and the other Party shall thereupon be reasonably expected permitted to impact defend and settle such Proceeding. (c) The Parties shall satisfy their indemnity obligations pursuant to Section 9.03 within ten (10) days after a final determination (within the Taxes meaning of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent Section 1313(a) of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed)Code) of the relevant Tax is made. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (1) If one party is responsible for the a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment of Taxes to any Purchaser Indemnitee pursuant to Section 9.6.1 (the "Tax Indemnifying Party"7.01(a) or to any Seller Indemnitee under Section 5.05(d)(7), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute Purchaser or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party Principal Seller shall promptly notify the Tax Indemnifying Party other party in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Tax Indemnifying Party other party within a sufficient period of time to allow such the other party to effectively to contest such Tax Claim, or in reasonable detail to apprise such the other party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Indemnifying Party Claim, the other party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) indemnified party to the extent that the Tax Indemnifying Party other party’s position is actually and materially prejudiced as a result thereof. 9.6.2.2 (2) With respect to any Tax ClaimClaim pursuant to Section 7.01(a)(other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), Principal Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in his sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in his sole discretion, either pay the Tax Indemnifying Party claimed and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. With respect to any Tax Claim pursuant to Section 5.05(d)(7) (except to the extent governed by the next sentence of this Section 7.06(d)(2)), Purchaser shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers . Principal Seller and Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period and any claim regarding the recognition of gain under Section 1374 of the Code for which both parties may have an indemnification obligation; provided, however, that (A) each of Principal Seller and Purchaser, each with counsel of his or its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim, further provided, that in the case of the settlement of and (B) neither Principal Seller nor Purchaser shall settle any such Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the without prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed)other party. 9.6.2.3 The Tax Indemnified Party (3) Purchaser and each of its respective Affiliates the Company shall cooperate with the Tax Indemnifying Party Principal Seller in contesting any Tax ClaimClaim for which Principal Seller may be liable under Section 7.01(a), which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying Party's Principal Seller’s request) the provision to the Tax Indemnifying Party Principal Seller’ of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 . In no case shall the Tax Indemnified Party, the Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders, agents or representatives Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's Principal Seller’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any the Company or Subsidiary for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for a communication shall be received by the payment Buyer from any taxing authority, the subject matter of Taxes pursuant to Section 9.6.1 (which, if successfully asserted as a claim against the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim Buyer (a "Tax Claim") with respect to such Taxes), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party might result in writing of such Tax Claim. If notice of a Tax Claim is not given an indemnity payment to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax ClaimBuyer, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any one of its Affiliates affiliates or any of their respective directors, officers, directors, employees, stockholders, agents or representativesrepresentatives pursuant to Section 11(a), then the Buyer shall give prompt notice to the person designated by the Sellers to serve as their representative for such purpose (the "Sellers' Representative") in writing of such communication and of any counterclaim the Buyer proposes to assert in the event the subject matter of such communication is asserted as a Tax Claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the Tax Indemnifying Party position is Sellers have been actually and materially prejudiced as a result thereof. 9.6.2.2 of such failure; and further, provided, however, that the receipt of any such communication by a Seller who at the time of such receipt is an employee of the Buyer or Xxxxx shall constitute provision of such notice to the Sellers' Representative for purposes of this Section 11(g). With respect to any Tax ClaimClaim relating to a taxable period ending on or prior to the Closing Date, the Tax Indemnifying Party Sellers shall assume and control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel and other representatives) and, without limiting the foregoing, may in its their sole discretion pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, and the Buyer will otherwise use commercially reasonable efforts to cooperate with the Sellers' Representative acting on behalf of the Sellers to the extent reasonably necessary to enable the Sellers' Representative to represent the Sellers in the proceedings arising in connection with such Tax Claim; provided, however, that the Sellers must first consult in good faith with the case Buyer before taking any significant action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate in the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating solely to Taxes such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of a Company deficiency, notices of deficiency, revene agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or Subsidiary for a Straddle Periodin advance of submission to (as the case may be), the relevant taxing authority. The Sellers and Purchaser the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of Xxxxx for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, without the prior written consent of the Purchaser other. The Buyer shall be required (which consent may not be unreasonably conditionedcontrol all proceedings with respect to any Tax Claim relating to a taxable period beginning after the Closing Date. None of the Sellers shall have any right to participate in the conduct of any such proceeding except to the extent that such participation is reasonably necessary in order to provide assurance to the Sellers that the Buyer remains in compliance with the provisions of this Section 11. The Buyer shall, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and shall cause Xxxxx and each of its respective Affiliates shall affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (and, upon the Tax Indemnifying Party's request) , the provision to the Tax Indemnifying Party requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case . Neither the Buyer nor any of the Sellers nor the Sellers' Representative acting on behalf of the Sellers shall take or omit to take any action as a result of which the Tax Indemnified Party, assertion of a tax liability subject to indemnification under Section 11(a) is substituted by a taxing authority for the Companies, the Subsidiarieswithdrawal of or other omission to assert a tax liability not subject to indemnification under Section 11(a), or any vice versa, in either event for the purpose of their respective officers, directors, employees, stockholders, agents either avoiding or representatives settle or otherwise compromise any Tax Claim without obtaining the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes payment of any Company or Subsidiary for a Straddle Period without the other party's prior written consentan indemnity under this Section 11.