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

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a party (the “Tax Indemnified Party”) 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 Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “claim shall be made by any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority, which, if successful, might result in an indemnity payment to an indemnification claim under Section 11.07 any Person hereunder (a “"Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”Indemnitee"), the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the Tax Indemnitor shall promptly forward not be liable to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced thereby. In the event that after the Closing Date, as a result thereof. (b) With respect to any Tax Indemnified Party pays Claim, the Tax Indemnitor shall 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 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 is the responsibility Tax Indemnitor shall not settle or compromise 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, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnifying Party pursuant to Sections 11.07(a)Indemnitee, 11.07(b), its Affiliates or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel any member of its own choosingaffiliated group. The Tax Indemnitee, and each of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)its Affiliates, 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other’s representatives in a prompt Tax Indemnitor's request) the provision to Tax Indemnitor of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “notice of any Tax Claim is received by a Tax Indemnified Party”) 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 Indemnifying Party”), the such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to nature of the Tax Indemnifying Party Claim, and provide copies of all correspondence and documents received by it from the relevant portion of any notice or other document received from any Taxing Authority and communications in connection with any Taxing Authority relating or related to such Tax Controversy; provided, however, that a failure Claim. Failure to give such prompt notice will of a Tax Claim hereunder shall not affect the Tax Indemnified Indemnifying Party’s rights to indemnification 's obligation under this Article XISection 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant by such failure to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentgive prompt notice. (iib) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect Claim which might result in an indemnity payment to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a7.1(a), the Seller shall at its election control the handling, settling or contesting of any all audits and proceedings taken in connection with such Tax ControversyClaim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in 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 notify keep the Purchaser of any impending settlement, compromise and/or concession of advised and shall pursue such contest in good faith. (c) With respect to any Tax Controversy (or portion thereof) controlled by Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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 Controversy7.2, the decision Purchaser 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 same proportion as such related Taxes are borne by Purchaser and Seller control all proceedings in accordance with Section 11.07(c). The Tax Indemnifying Party shall keep provisions that are parallel to those in the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyfirst preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other party hereto; provided that the failure of Buyer to give such prompt notice to Seller of any 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 Person. (b) Seller shall have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claims with respect to Taxes for which it is responsible as set forth in Section 10.7. In order to defend or prosecute any such Tax Claim, Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within thirty (30) days after (i) Promptly after the date on which Seller received notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a party (the “Tax Indemnified Party”) 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 Taxing Authority or any other party (the “Tax Indemnifying Party”Person), or (ii) the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward date on which Seller delivered to the Tax Indemnifying Party copies of the relevant portion Buyer notice of any such Tax Claim (with respect to Tax Claims as to which Seller first received notice or other document received from any a Taxing Authority or any other Person). With respect to any Tax Clam 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 Claim that would result in any Tax detriment to any Tax Indemnitee. Seller shall inform Buyer of all material developments and communications with any Taxing Authority events relating to such Tax Controversy; providedClaim (including providing to Buyer copies of all written materials relating to such Tax Claim), howeverand Buyer or its authorized representatives shall be entitled, that a failure at the expense of Buyer, to give attend, but not participate in or control, all conferences, meetings and proceedings relating to such notice will not affect the Tax Indemnified Party’s rights Claim. (c) If, with respect to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays 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 that is Claim, and the responsibility reasonable costs of such defense or prosecution shall become a part of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the “"Tax Indemnified Indemnifying Party”) 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 "), and the other party (the “"Tax Indemnifying 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 the such Tax issue and thereafter shall promptly forward Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party copies 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 relevant portion nature of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating the Tax Claim, the Tax Indemnifying Party shall not be liable to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIParty (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced thereby. In the event that after the Closing Date, as a result thereof. 9.6.2.2 With respect to any Tax Indemnified Party pays any Tax that is the responsibility of Claim, the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), shall assume and control all proceedings taken in connection with such Tax Indemnifying Party shall within five Claim (5including selection of counsel) Business Days reimburse 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 Indemnified Party; provided that claimed and xxx for a refund or contest the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. (ii) Except as otherwise provided Claim in this Section 11.07(e)(ii)any permissible manner; provided, after the Closing Datehowever, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In that in the case of a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the a Company or a Company 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 Period Period, Sellers and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition Claim, further provided, that in the case of the settlement of any Tax Controversy with respect Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Straddle Pre-Closing Tax Period. In , the event Purchaser and Seller are unable to agree regarding any aspect prior written consent of the conduct of any such Tax Controversy, the decision Purchaser shall be made by counsel employed required (which consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and agreed by both parties) to pursue such Tax Controversy on each of its respective Affiliates shall cooperate with 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall keep include the retention and (upon the Tax Indemnified Party reasonably informed as Indemnifying Party's request) the provision to the progress 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 Tax proceeding with respect material provided hereunder or to a Tax Controversy testify at proceedings relating to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and Claim. 9.6.2.4 In no case shall consider in good faith any written comments or suggestions regarding such Tax 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. (i) Promptly after If a party (claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the “Tax Indemnified Party”) becomes aware Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the existence Buyer shall give notice to the Sellers in writing of a Tax issue that may give rise such claim and of any counterclaim the Buyer proposes to an indemnification claim under Section 11.07 assert (a “"Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”Claim"), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a the failure to give such notice will shall not affect the Tax Indemnified Party’s rights to -------- ------- indemnification under this Article XI, provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result 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 Tax Indemnifying Party is failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced therebyas a result of such failure. In the event that after the Closing Date, With respect to any Tax Indemnified Party pays Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall 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 their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in 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 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 that is Claim without the responsibility prior written consent of the Tax Indemnifying Party pursuant to Sections 11.07(a)Buyer, 11.07(b)which consent shall not be unreasonably withheld, or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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)the Buyer, after the Closing Date, Purchaser shall control the conduct, through 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 to 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 deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Controversy with respect to the Company or any of the Company Subsidiaries Claim relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition of the Tax Controversy with respect to a Straddle Period. In Neither the event Purchaser and Seller are unable Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to agree regarding any aspect Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such Tax Controversy, 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c)proceeding. The Tax Indemnifying Party Buyer shall, and shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to cause the Company and each of its affiliates, on the Company Subsidiaries one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall consider in good faith any written comments or suggestions regarding include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax proceeding from the 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 Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party (claim shall be made by any Taxing Authority, which, if successful, Purchaser reasonably determines could result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02, Purchaser shall promptly notify the “Tax Indemnified Party”) becomes aware Sellers in writing of the existence of a Tax issue that may give rise to an indemnification such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). If notice of a Tax Claim is not given to the Sellers within a sufficient period of time to allow the Sellers to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnified Party shall notify Sellers of the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure the Sellers shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except any Purchaser Indemnitee to the extent that the Tax Indemnifying Party Sellers’ position is materially prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect Claim relating solely to the Company or any Taxes of the Company Subsidiaries relating to Business for a PostPre-Closing Tax Period, the Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel reasonably satisfactory to the Purchaser) and, without limiting the foregoing, may in its discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any 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 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 the Sellers may not settle any controversy without Purchaser’s consent. In the case of a With respect to any Tax Controversy after the Closing Date that relates Claim relating to Taxes of the Company or Business for a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Straddle Period, Seller shall control the handling, settling or contesting of any (a) each party may participate in all proceedings taken in connection with such Tax Controversy. Seller Claim, at its expense, and (b) the proceedings taken in connection with such Tax Claim shall notify 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 Tax periods. (iii) In no case shall any Purchaser of any impending settlement, Indemnitee settle or otherwise compromise and/or concession of any Tax Controversy Claim without the Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Business for a Straddle Period without the other party’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 portion extension thereof). (v) controlled by Seller Any indemnification of a Purchaser Indemnitee pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, the decision 8.02 shall be made effected by counsel employed (and agreed wire transfer or transfers of immediately available funds from the Sellers to an account or accounts designated in writing 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 applicable Purchaser Indemnitee to the parties. Any such Tax Controversy expenses with respect to a Straddle Period shall be borne by Purchaser and Seller in Sellers within 15 days after the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyfinal determination thereof.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a party (the “Tax Indemnified Party”) becomes aware If any fact, circumstance, or event shall exist with respect to which any Purchaser Indemnitee intends to seek an indemnity payment pursuant to Section 8.02(a), Purchaser shall promptly notify Parent in writing within 5 Business Days of the existence receipt of a Tax issue that may give rise to an indemnification claim under Section 11.07 such fact, circumstance or event (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). Failure to give notice of a Tax Claim to Parent in writing within 5 Business Days of receipt and in reasonably sufficient detail to allow Parent to effectively contest such Tax Claim shall affect the Liability of Parent to any Purchaser Indemnitee only to the extent that Parent’s position is materially prejudiced as a result thereof. (b) Parent, at its sole cost and expense, shall have the authority to control all proceedings taken in connection with any Tax Indemnified Party shall notify the Tax Indemnifying Party Claim relating solely to Taxes of any of the Companies for a Pre-Closing Tax issue Period, and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications may make all decisions in connection with any Taxing Authority relating to such Tax ControversyClaim; provided, however, that a failure (i) Purchaser and counsel of its own choosing shall have the right to give participate fully in all aspects of the prosecution or defense of such notice will Tax Claim (at Purchaser’s sole cost and expense), and (ii) Parent shall not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, settle or compromise any Tax Indemnified Party pays 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 Tax that is the responsibility Claim relating solely to Taxes of the Tax Indemnifying Party pursuant to Sections 11.07(a)Companies for a Straddle Period, 11.07(b), or 11.07(c), and neither party shall settle any such Tax Indemnifying Party Claim without the prior written consent of the other party (not to be unreasonably withheld or delayed). Purchaser shall within five (5) Business Days reimburse the control all proceedings with respect to all other Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaims. (iic) Except as otherwise provided in this Section 11.07(e)(ii8.07(c), any indemnity payment to be made under Section 8.02 shall be paid within 30 Business Days after the Closing Dateapplicable 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 shall control the conductIndemnitee, through counsel of its own choosing, of any Tax Controversy payment to be made by Parent or Holdings under Section 8.02 with respect to the Company assessment shall be paid by Parent or any Holdings within 30 Business Days following the conclusion of the Company Subsidiaries relating applicable contest unless applicable law requires such payment to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 partiesan earlier date. Any request for an indemnity payment under this Article VIII shall include calculations or other materials supporting such Tax Controversy expenses with respect to a Straddle Period shall be borne by Purchaser and Seller in the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyLiability.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party claim shall be made by any Taxing Authority, for which Quicksilver is or may be liable pursuant to this Agreement, BreitBurn shall notify Quicksilver in writing within ten (the “Tax Indemnified Party”10) becomes aware Business Days of the existence receipt by BreitBurn of a Tax issue that may give rise to an indemnification notice of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual material prejudice. (b) With respect to any Tax Claim, the Quicksilver, at Quicksilver’s expense, shall control all proceedings taken in connection with such Tax Indemnified Party Claim (including selection of counsel), and BreitBurn shall notify the Tax Indemnifying Party execute or cause to be executed powers of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice attorney or other document received from 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) such proceedings through counsel chosen by BreitBurn (but the fees and expenses of such counsel shall be paid by BreitBurn). Quicksilver may in its sole discretion pursue or forego any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating with respect to such Tax Controversy; providedClaim, howeverand may initiate any claim for refund, that 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 connection with any Tax Claim relating solely to Taxes for a failure to give such notice will not affect taxable period beginning before the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that Closing Date and ending after the Closing Date, any and shall jointly bear and pay costs and expenses related to such proceedings. No party shall settle a Tax Indemnified Party pays any Tax that is the responsibility Claim relating solely to Taxes of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), Acquired Companies or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to WCGP for a PostPre-Closing Tax Period. In Period or a taxable period beginning before the case of a Tax Controversy Closing Date and ending after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the otherparty’s representatives in a prompt and timely manner in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on any settlement prior written consent (which consent may not be unreasonably withheld, conditioned 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, 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(cdelayed). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after 12.5.1 If a claim for Taxes is made or a notice of an audit is issued by any Tax Authority in writing, which, if successful, might result in an indemnity payment pursuant to Section 12.4, the party seeking indemnification (the “"Tax Indemnified Party”") 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 shall promptly notify the other party (the “"Tax Indemnifying Party”), ") in writing of such claim (a "Tax Claim") within a reasonably sufficient period of time to allow the Tax Indemnified Indemnifying Party shall notify effectively to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to nature of the Tax Indemnifying Party Claim, and provide copies of all correspondence and documents received by it from the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure Authority. Failure to give such prompt notice will of a Tax Claim hereunder shall not affect the Tax Indemnified Indemnifying Party’s rights to indemnification 's obligation under this Article XISection 12.4, except to the extent that the Tax Indemnifying Party is materially prejudiced therebyby such failure to give prompt notice. 12.5.2 With respect to any Tax Claim which might result in an indemnity payment to Holdings pursuant to Section 12.4 (including, without limitation, Taxes relating to a Pre-Closing Period), Parent shall control all proceedings taken in connection with such Tax Claim 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 appeals, proceedings, hearings and conferences with any 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 such Tax Claim. Parent shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Holdings' prior written consent, not to be unreasonably withheld. In the event that after the Closing Date, connection with any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), proceeding taken in connection with such Tax Indemnifying Party Claim, (i) Parent shall within five (5) Business Days reimburse the keep Holdings informed of all material developments and events relating to such Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) Claim if involving a material liability for Taxes, and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. (ii) Except as otherwise provided Holdings shall have the right to participate, at its sole expense, in this Section 11.07(e)(ii)(but not control) any such proceedings. Holdings shall cooperate with Parent in contesting such Tax Claim, after which cooperation shall include, without limitation, the Closing Dateissuance of a power of attorney, Purchaser shall control the conductprovision to Parent of records and information which are reasonably relevant to such Tax Claim, through counsel of its own choosing, and making employees available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy Claim. In connection with such cooperation, Parent shall reimburse Holdings for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Claim not described in the Company or any of the Company Subsidiaries relating preceding paragraph (including that which might result in an indemnity payment to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser Parent pursuant to Section 11.07(a12.4), Seller Holdings 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 same proportion as such related Taxes are borne by Purchaser and Seller all proceedings in accordance with provisions that are parallel to those in Section 11.07(c). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party12.5.2.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a 12.5.2.1 If one party is responsible for the payment of Taxes pursuant to Section 12.5.1 (the “"Tax Indemnified Indemnifying Party”) 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 "), and the other party (the “"Tax Indemnifying 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 the such Tax issue and thereafter shall promptly forward Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party copies 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 relevant portion nature of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating the Tax Claim, the Tax Indemnifying Party shall not be liable to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIParty (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced thereby. In as a result thereof. 12.5.2.2 With respect to any Tax Claim, the event 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 TCH or Subsidiary for a Straddle Period or for a Pre-Closing Tax Period which could have a material impact on any taxable period beginning after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) Seller and 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), after the Closing Date, Purchaser shall jointly control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 all proceedings taken in connection with any such Tax Controversy. Purchaser Claim. 12.5.2.3 The Tax Indemnified Party and Seller each of its respective Affiliates shall mutually agree on any settlement or other disposition of cooperate with 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, 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall keep include the retention and (upon the Tax Indemnified Party reasonably informed as Indemnifying Party's request) the provision to the progress 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 Tax proceeding with respect material provided hereunder or to a Tax Controversy testify at proceedings relating to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and Claim. 12.5.2.4 In no case shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party, TCH, 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 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. (ia) Promptly after If a party (the “Tax Indemnified Party”) becomes aware of the existence claim for Taxes, including notice of a Tax issue that may give rise pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to an indemnification claim under Section 11.07 6.06(a) (any such claim, a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(a) except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure. (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 issue and thereafter shall promptly forward Claim relating to a Tax period ending on or prior to the Tax Indemnifying Party copies Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyClaim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except (i) Seller shall keep Buyer reasonably informed as to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility status of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) Claim, and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. (ii) Except as otherwise provided Buyer shall be entitled to participate in this Section 11.07(e)(ii)any such Tax Claim, after if the Closing Date, Purchaser shall control resolution of such Tax Claim would reasonably be expected to have a material effect on the conduct, through counsel Tax Liability of its own choosing, of any Tax Controversy with respect to the Company Buyer or any of its Affiliates (including the Company Subsidiaries relating to a Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. In the case of If Seller does not elect to control a Tax Controversy after Claim pursuant to this Section 6.07(c) within the Closing Date time period set forth above, then Buyer shall control such Tax Claim; provided, however, that relates (A) Buyer shall keep Seller reasonably informed as to Taxes 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 Company or a Company Subsidiary 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 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 provide indemnification pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Agreement, Purchaser and Seller shall jointly 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 Controversy. 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, the decision shall be made by counsel employed (and agreed by both partiesi) 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party Buyer shall keep the Tax Indemnified Party Seller reasonably informed as to the progress status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax proceeding Claim with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by Items and Buyer shall not settle or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding otherwise compromise such Tax proceeding from the Items in such Tax Indemnified PartyClaim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to 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 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) Promptly after the date on which such Seller receives notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a party (the “Tax Indemnified Party”) 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 Taxing Authority or any other party (the “Tax Indemnifying Party”Person), or (ii) the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward date on which such Seller delivered to the Tax Indemnifying Party copies of the relevant portion Buyer notice of any such Tax Claim (with respect to Tax Claims as to which such Seller first received notice or other document received from any a Taxing Authority or any other Person). With respect to any Tax Claim 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 Claim that would result in any Tax detriment to any Tax Indemnitee. Such Seller shall inform Buyer of all developments and communications with any Taxing Authority events relating to such Tax Controversy; providedClaim (including providing to Buyer copies of all written materials relating to such Tax Claim, however, that a failure provided the publication of such documentation would not cause such Seller to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(awaive all privileges in connection therewith), 11.07(b)and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to attend, but not participate in or 11.07(c)control, all conferences, meetings and proceedings relating to such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (iic) Except as otherwise If, with respect to any Tax Claim, any Seller fails to deliver an Election Notice to Buyer within the period provided in this Section 11.07(e)(ii)8.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, after then Buyer shall at any time thereafter have the Closing Dateright (but not the obligation) to defend or prosecute such Tax Claim, Purchaser at the sole cost, expense and risk of such Seller. Buyer shall have full control the conductof such defense or prosecution and such proceedings, through counsel of including any settlement or compromise thereof. Such Seller shall cooperate in good faith with Buyer and its own choosingauthorized 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 Controversy Claim controlled by Buyer pursuant to this Section 8.10(c), and shall bear its own costs and expenses with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Periodthereto. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 (Claim that is defended or portion thereof) controlled prosecuted by Seller Buyer pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a8.10(c), Purchaser 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 Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice all costs and shall cooperate with the other and the other’s representatives in a prompt and timely manner expenses incurred by Buyer in connection with such defense or 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 Controversy. Purchaser and Seller shall mutually agree Claim), in each case 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party claim for Taxes shall be made by any taxing authority in writing, which, if successful, might result in an indemnity payment pursuant to SECTION 9.4, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim (the “Tax Indemnified Party”) becomes aware of the existence a "TAX CLAIM"). If notice of a Tax issue that may give rise to an indemnification claim under Section 11.07 Claim (a “"TAX NOTICE") is not given to the Indemnifying Party within a reasonably sufficient period of time to allow the Indemnifying Party effectively to contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprize the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to nature of the Tax Indemnifying Party copies of Claim, taking into account the relevant portion of any notice or other document received from any Taxing Authority facts and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure the Indemnifying Party shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Party or any of its affiliates to the extent that the Tax Indemnifying Party Party's position is actually prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (iib) Except as otherwise provided With respect to any Tax Claim which might result in this Section 11.07(e)(iian 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), after and provided that KREG shall first have admitted its liability to KNHC, KDC or any of their Affiliates as the Closing Datecase may be, Purchaser KREG shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limitation of the conductforegoing, through counsel may in its sole discretion and at its sole expense 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 and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. In no case shall KNHC, KDC or KOC settle or otherwise compromise any Tax Claim referred to in the preceding sentence without KREG's prior written consent. KNHC, KDC, KOC and their affiliates shall cooperate with KREG in contesting such Tax Claim, which cooperation shall include, without limitation, the reasonable retention and (upon KREG's request) the provision to KREG of its own choosingrecords and information which are reasonably relevant to such Tax Claim, and making employees reasonably available 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. (c) The contest of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date Claim that relates to Taxes of the Company or a Company Subsidiary KOC 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 controlled by Purchaser KDC (or, if required by law, KNHC) and Seller KREG agrees, and agrees to cause its affiliates, to cooperate with KNHC, KDC (and their Affiliates) in the same proportion as pursuing such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c)contest. The Tax Indemnifying Party KREG shall keep the Tax Indemnified Party reasonably be kept informed as to the progress of any Tax proceeding such contest and shall have the right 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 Controversy to Period and the portion of the Straddle Period commencing on the day after the Closing Date. To the extent such Tax proceeding relates to Taxes payable by or KDC is represented in any discussions with any taxing authority with respect to the Company taxes for a Straddle Period, such representatives shall owe an equal duty to both KDC and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyKREG.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any Tax authority, which, if successful, would result in an indemnity payment to Buyer or one of its Affiliates pursuant to Section 11.01 (i) Promptly after a party ("Tax Claim"), Buyer shall promptly notify Times Mirror in writing of such Tax Claim stating the “nature and basis of such Tax Indemnified Party”) becomes aware of Claim and the existence amount thereof, to the extent known by Buyer. If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Times Mirror within a “sufficient period of time to allow Times Mirror to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Times Mirror of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, neither Times Mirror nor Seller shall promptly forward be liable to Buyer or any of its Affiliates to the extent that Times Mirror's ability to effectively contest such Tax Indemnifying Party copies Claim is actually prejudiced as a result thereof. With respect to any Tax Claim, Times Mirror shall, upon timely notice to Buyer, assume control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the relevant portion of foregoing, may in its sole discretion pursue or forego any notice or other document received from any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority 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. Buyer shall cooperate with Times Mirror at Times Mirror's expense in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Times Mirror's request) the provision to 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 Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If 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 pursuant to Section 8.1, the party (the “Tax Indemnified Party”) becomes aware receiving notice of the existence of a Tax issue that may give rise to an indemnification such audit, investigation, similar proceeding or claim under Section 11.07 (a “Tax Controversy”) by it against shall promptly notify the other party in writing of such audit, investigation, similar proceeding or claim (the “a "Tax Indemnifying Party”Proceeding"), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will shall not affect the Tax Indemnified Party’s rights to indemnification obligations under this Article XI, except to Section 8.1 unless such failure materially prejudices the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentindemnifying party. (iib) Except as otherwise provided With respect to any Tax Proceeding which might result in this an indemnity payment pursuant to Section 11.07(e)(ii8.1(a), after the Closing DateSeller shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, Purchaser without limiting the foregoing, may with the consent of the other party (which consent shall control 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 conduct, through Tax claimed and sue for a refund where applicable Law permits such refund suits or cxxxest the Tax Proceeding in any permissible manner. 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 own choosing, of choice for such purpose. (c) With respect to any Tax Controversy Proceeding which might result in an indemnity payment pursuant to Section 8.1(b), the Buyer shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, 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 the Buyer, shall cause the Company or Company Subsidiaries, as appropriate, to provide the Seller) with copies of all material documents with respect to the Company or aforementioned Tax Proceedings. Notwithstanding the foregoing, the Buyer and the Seller shall jointly control all proceedings taken in connection with (i) any of the Company Subsidiaries Tax Proceeding relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates solely to Taxes of the Company or a Company 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 Period and for (ii) any Tax Proceeding which Seller would be required to indemnify Purchaser might result in both an indemnity payment pursuant to Section 11.07(a8.1(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 party's prior written consent (which consent may not be unreasonably withheld). (e) The Buyer, Purchaser the Company and Seller shall jointly represent their interests in such Tax Controversythe Company Subsidiaries, shall employ counsel of their mutual choice on the one hand, and the Seller, on the other hand, shall cooperate with each other in contesting any Tax Proceeding, which cooperation shall include the retention and (upon the other party's request) the provision of records and the other’s representatives in a prompt and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Proceeding, and Seller shall making employees available on a mutually agree on convenient basis to provide additional information or explanation of any settlement material provided hereunder or other disposition to testify at proceedings relating to such Tax Proceeding and, in the case 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 ControversyBuyer, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to causing the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyto so cooperate.

Procedures Relating to Indemnification of Tax Claims. If a communication shall be received by the Buyer from any taxing authority, the subject matter of which, if successfully asserted as a claim against the Buyer (i) Promptly after a party "Tax Claim"), might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives 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 “Tax Indemnified Party”"Sellers' Representative") becomes aware in writing of such communication and of any counterclaim the existence Buyer proposes to assert in the event the subject matter of such communication is asserted as 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 Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyClaim; provided, however, that a the failure to give such notice will shall not affect the indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result 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 Indemnified Party’s rights Claim relating to indemnification under this Article XIa taxable period ending on or prior to the Closing Date, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel and other representatives) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in 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 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 to 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 deficiency, notices of deficiency, revene agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and 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 without the prior written consent of the other. The Buyer shall control 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 Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided Sellers that the Tax Indemnified Party has complied Buyer remains in compliance with the provisions of this Section 11.07(e) 11. The Buyer shall, and has given documentation shall cause Xxxxx and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Indemnifying Party establishing the fact Claim, and the amount of payment. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, 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 Controversy with respect to Claim. Neither the Company or Buyer nor any of the Company Subsidiaries relating Sellers nor the Sellers' Representative acting on behalf of the Sellers shall take or omit to take any action as a Post-Closing Tax Period. In result of which the case assertion of a Tax Controversy after tax liability subject to indemnification under Section 11(a) is substituted by a taxing authority for the Closing Date that relates withdrawal of or other omission to Taxes of the Company or assert a Company Subsidiary for which Seller would be required tax liability not subject to indemnify Purchaser pursuant to indemnification under Section 11.07(a11(a), Seller shall control or vice versa, in either event for the handling, settling purpose of either avoiding or contesting obtaining the payment 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 an indemnity under this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party11.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnitee pursuant to Section 8.1, Parent shall promptly notify Seller in writing of such claim (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 (a “Tax Controversy”Claim) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) 20 Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentDays. (ii) Except as otherwise provided in this Subject to Section 11.07(e)(ii8.6(d)(iv), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries Tax Claim relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a any Subsidiary, Parent, the Company and/or any such 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 all proceedings taken in connection with such Tax ControversyClaim (including selection of counsel) and, without 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 and xxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Seller shall notify Purchaser of may at its own cost and expense retain its own tax advisor or counsel to monitor or preserve its interest in 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 proceeding taken in connection with any Tax Claim relating to the Pre-Closing Tax Period. (iii) Parent and the Company shall cooperate with Seller to enable Seller to monitor any proceeding or to preserve its interest with respect to any Tax Claim relating to the Pre-Closing Tax Period, such cooperation shall include the retention and (upon Seller’s request) the provision to Seller of records and information that are reasonably relevant to such Tax ControversyClaim, 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. (iv) In no case shall any Purchaser Indemnitee pay, settle or otherwise compromise any Tax Claim relating to a Pre-Closing Tax Period without the prior written consent of Seller (which shall not be unreasonably withheld). Purchaser and Seller Neither party shall mutually agree on settle a Tax Claim Table of Contents relating solely to Taxes of the Company without the other party’s prior written consent (which shall not be unreasonably withheld) to the extent any settlement or other disposition portion of the Tax Controversy with respect Claim would not give rise to a Straddle Period. In an indemnity obligation under this Section 8 on the event Purchaser and Seller are unable to agree regarding any aspect part of the conduct party seeking to settle the Tax Claim and the settlement of any such Tax Controversy, 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 Claim 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 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 impact the Tax Indemnified Party reasonably informed as to liability or Tax indemnity obligation of the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyother party.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a If any taxing authority provides written notice of any claim, demand or circumstance which, if successful, might result in any indemnity payment pursuant to Section 10.5, the party seeking indemnification (the “"Tax Indemnified Party”") 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 shall promptly notify the other party (the “"Tax Indemnifying Party”") in writing of such claim (the "Tax Claim"), the . If notice of a Tax Indemnified Party shall notify the Claim ("Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward Notice") is not given to the Tax Indemnifying Party copies within a reasonably sufficient period of time to allow such Tax Indemnifying Party effectively to contest such Tax Claim, such Tax Indemnifying Party shall not be liable to the relevant portion Tax Indemnified Party or any of its affiliates to the extent that such Tax Indemnifying Party's position is actually prejudiced as a result thereof. (b) With respect to any Tax Claim for any taxable period ending on or prior to the Closing Date which might result in an indemnity payment to Vail pursuant to Section 10.5, Foods, within 30 days of receiving written notice of such Tax Claim, may in its sole discretion elect to control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or other document received from forgo any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue xxx a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner and in any forum permitted by law. In the event that Foods fails to provide Vail with written notice of Foods' election to contest such Tax Claim within such 30 day period, Foods shall forfeit any right to control the contest of such Tax Claim. In no case shall Vail or Ralston settle or otherwise compromise any Tax Claim referred to in the immediately preceding sentence without Foods' prior written consent, which consent shall not be unreasonably withheld. Vail, Xxxxxxx xxx each of their affiliates shall cooperate with Foods in contesting any Tax Claim that Foods elects to contest, which cooperation shall include, without limitation, the reasonable retention and (upon Foods' request) the provision to Foods of records and information which are reasonably relevant to such Tax ControversyClaim, for which Foods shall reimburse Vail and Ralsxxx xxx their out-of-pocket expenses incurred in connection therewith. (c) The contest of any Tax Claim that relates to (i) taxable periods ending after the Closing Date and (ii) any Tax Claim that Foods does not elect to control pursuant to Section 10.7(b), shall be controlled by Vail, and Foods agrees and agrees to cause its affiliates to cooperate with Vail and its affiliates in pursuing such contest. (d) Notwithstanding the provisions of Section 10.7(b) above, with respect to any Tax Claim that Foods elects to control, Foods may not settle, compromise or otherwise dispose of the Tax Claim without first notifying Vail of Foods' proposal for settling, compromising or disposing of the Tax Claim; provided, however, that a failure to give this Section 10.7(d) shall apply only if such notice will not settlement, compromise or other disposition could adversely affect the Tax Indemnified Party’s rights tax liability of Vail or Ralsxxx. Xfter Foods has provided Vail with such written notice, Foods and Vail shall cooperate as to indemnification under this Article XI, except to the extent that how the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing DateClaim will be handled, any Tax Indemnified Party pays any Tax that is the responsibility answered, defended, compromised or settled, and Foods shall not settle, compromise or otherwise dispose of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) Claim until Foods and has given documentation Vail have mutually agreed to the Tax Indemnifying Party establishing the fact and the amount manner of payment. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partydisposition.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party claim shall be made by any Taxing Authority for which Seller is or may be liable pursuant to this Agreement, Buyer shall notify Seller in writing within ten (the “Tax Indemnified Party”10) becomes aware Business Days of the existence receipt by Buyer of a Tax issue that may give rise to an indemnification notice of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). (b) With respect to any Tax Claim for which Seller is liable, the Seller, at Seller’s expense shall control all proceedings taken in connection with such Tax Indemnified Party Claim (including selection of counsel), and Buyer shall notify the Tax Indemnifying Party execute or cause to be executed powers of the Tax issue attorney or other documents necessary to enable Seller to take all reasonable actions desired by Seller with respect to such claim. Seller shall permit Buyer to participate in (but not control), at Buyer’s sole cost and thereafter expense, such proceeding through counsel chosen by Buyer and shall promptly forward keep Buyer reasonably informed as to the Tax Indemnifying Party copies status of the relevant portion of such proceeding. Seller may pursue or forego any notice or other document received from any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating with respect to such Tax Controversy; providedClaim, howeverand may initiate any claim for refund, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, file any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b)amended return, or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of take any Tax Controversy other action which is deemed appropriate by Seller with respect to such Tax Claim. Notwithstanding the Company or foregoing, Seller and Buyer shall jointly control all proceedings in connection with any of the Company Subsidiaries Tax Claim relating solely to Taxes for a Post-Closing Tax Straddle Period, and all costs and expenses related to such proceedings shall be borne 50% by Buyer and 50% by Seller. In the case of No party shall settle a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company or a Company 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 Period without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and for which Seller would consent shall be required considered to indemnify Purchaser pursuant to Section 11.07(abe unreasonably withheld if such settlement has no adverse effect on the other party). (c) Buyer and its Affiliates (including after the Closing, the Company), Purchaser on the one hand, and Seller shall jointly represent their interests in such Tax ControversySeller, shall employ counsel of their mutual choice and on the other hand, shall cooperate with each other in contesting any Tax Claim, which cooperation shall include the other retention and, at the contesting party’s request and expense, the other’s representatives in a prompt provision of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees and representatives available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise claim is made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnification claim Buyer or Seller under Section 11.07 11(a), 11(b)(iii) or 11(c)(vi), the indemnified party shall promptly notify the indemnifying party in writing of such claim (a “Tax ControversyClaim”). If notice of a Tax Claim (“Tax Notice”) received by it against the other indemnified party (after the “Closing Date is not given to the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Indemnifying Party”)Claim, the Tax Indemnified Party indemnifying party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward not be liable to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except indemnified party to the extent that the Tax Indemnifying Party indemnifying party’s position is actually prejudiced therebyas a result thereof. In The indemnifying party shall control, at its sole expense, all proceedings, including selection of counsel reasonably satisfactory to the event that after the Closing Dateindemnified party, taken in connection with any Tax Indemnified Party pays any Tax that is Claim (except to the responsibility of extent the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that Claim relates to Taxes of the Company or the Subsidiaries for a Company Subsidiary taxable period that includes (but does not end on) the Closing Date) and, without 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 either pay the Tax claimed and sxx for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, Seller shall control control, at its sole expense, all proceedings relating to the handling, settling final Income Tax Returns including the Company and the Subsidiaries for periods ending on or contesting of any such Tax Controversybefore the Closing Date. 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 indemnified party and the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller indemnifying party shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy Claim to the extent such Tax proceeding it relates to Taxes payable of any of the Company or the Subsidiaries for a taxable period that includes (but does not end on) the Closing Date. Each of the indemnified party and the indemnifying party and their respective affiliates shall cooperate in contesting any Tax Claim (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, except to the extent the Tax Claim relates to Taxes of any of the Company or the Subsidiaries for a taxable period that includes (but does not end on) the Closing Date), which cooperation shall include the retention and the Company Subsidiaries provision of records and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from information that are reasonably relevant to the Tax Indemnified PartyClaim, 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 the Tax Claim. In no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not be unreasonably withheld; provided, that Seller may admit liability with respect to, or settle, compromise or discharge any Tax Claim relating to Income Taxes of the Company or the Subsidiaries for the Pre-Closing Tax Period excluding the Closing Date without the consent of Buyer.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a party (the “If notice of an audit, examination or other proceeding is received from any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority, which, if successful, might result in an indemnity payment to an indemnification claim under Section 11.07 any Person hereunder (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyIndemnitee”), the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the “Tax Indemnifying Party Indemnitor”) in writing of such potential claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively participate in such audit, examination or proceeding, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the Tax Indemnitor shall promptly forward not be liable to the Tax Indemnifying Party copies of Indemnitee to the relevant extent that the Tax Indemnitor’s ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim for which it agrees that any resulting Tax is covered by the indemnity given in this Article IX, the Tax Indemnitor shall control that portion of any notice audit, examination and other proceeding in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or other document received from forego any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating to taxing authority with respect thereto and may, in its sole discretion, either pay any Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax ControversyClaim in any permissible manner; provided, however, that a failure to give such notice will not affect (i) the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that Indemnitor shall keep the Tax Indemnifying Party is prejudiced thereby. In Indemnitee informed regarding the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) progress and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control the handling, settling or contesting substantive aspects of any such Tax Controversy. Seller Claim and (ii) the Tax Indemnitor shall notify Purchaser of any impending settlement, not settle or 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 Claim without giving 15 days’ prior notice to a Straddle Period the Tax Indemnitee, and for without the Tax Indemnitee’s consent, which Seller would shall not be required to indemnify Purchaser pursuant to Section 11.07(a)unreasonably withheld or delayed. The Tax Indemnitee, Purchaser and Seller shall jointly represent their interests in such Tax Controversyeach of its Affiliates, shall employ counsel of their mutual choice and shall cooperate with the other Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the otherTax Indemnitor’s representatives in a prompt request) the provision to Tax Indemnitor of Records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a claim for Taxes shall be made by any Taxing Authority in writing, which, if successful, could reasonably result in an indemnity payment pursuant to Section 6.1 hereof, the party seeking indemnification (the “"Tax Indemnified Party”") 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 shall upon receipt thereof promptly notify the other party (the “"Tax Indemnifying Party”") in writing of such claim (a "Tax Claim"). If the Tax Claim is delivered to the party that would be the Tax Indemnifying Party for such Tax Claim, the Tax Indemnified Indemnifying Party shall promptly notify the Tax Indemnified Party, in writing, of the existence of such claim. 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 the Tax Indemnifying Party effectively to contest such Tax Claim, or in reasonable detail to notify the Tax Indemnifying Party of the nature of the Tax issue Claim, taking into account the facts and thereafter shall promptly forward circumstances with respect to such Tax Claim, the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating shall not be liable to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Party or any of its affiliates to the extent that the Tax Indemnifying Party Party's position is actually prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (iib) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect Claim 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, Seller shall at its sole expense control all proceedings in connection with such Tax Claim (including, without limitation, 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 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 such Tax Claim in any permissible manner. Buyer and the Company Subsidiaries may participate in, but not control, all proceedings relating to such Tax Claim at their sole expense; PROVIDED, HOWEVER, that such participation shall not, under any circumstances, require the disclosure of any Tax Return relating to a PostPre-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, which consent will not be unreasonably withheld. In no case shall Seller settle or otherwise compromise any Tax Claim referred to above which could have an adverse effect which is material to the Company and any of a Tax Controversy its 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 Seller in contesting such Tax Claim, which cooperation shall include, without limitation, the reasonable retention and (upon Seller's request) the provision to Seller of copies of records and information which are reasonably relevant to such Tax Claim, and making employees reasonably available 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. (c) The contest of any Tax Claim that relates to Taxes of the Company or a Company Subsidiary any of its subsidiaries 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 conducted and controlled jointly by Purchaser Buyer and Seller in Seller, with either party having the same proportion as such related Taxes are borne by Purchaser and Seller in accordance option with Section 11.07(c). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as other party's consent of ceding the entire defense to the progress other, and each party shall reasonably cooperate (which cooperation shall not, under any circumstances, require the disclosure of any Tax proceeding with respect Return relating to a Pre-Closing Tax Controversy to the extent such Tax proceeding relates to Taxes payable by Period of an affiliated, consolidated, combined or with respect to unitary group which includes a company other than the Company and its subsidiaries or any work papers relating thereto) and consult with the Company Subsidiaries other party at its own expense and there shall consider in good faith any written comments be no settlement or suggestions regarding such Tax proceeding from closing or other agreement with respect thereto without the Tax Indemnified Partyconsent of the other party, which consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer, one of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 12(a), Buyer shall notify Seller in writing of such claim (i) Promptly after a party (the “"Tax Indemnified Party”) becomes aware of the existence Claim"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Seller within a “sufficient period of time to allow Seller to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Seller of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, howeverSeller shall not be liable to Buyer, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIany of its affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives to the extent that the Tax Indemnifying Party Seller's position is actually prejudiced therebyas a result thereof. In the event that after the Closing Date, With respect to any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five Claim (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of other than a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the any Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aa Straddle Period), Seller shall control the handling, settling or contesting of any all proceedings taken in connection with such Tax ControversyClaim (including selection of counsel) and, without 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 and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller Buyer shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on Claim relating solely to Taxes of any settlement Company or other disposition of the Tax Controversy with respect to Subsidiary for a Straddle Period. In the event Purchaser and Seller are unable to agree regarding any aspect Buyer, each of the conduct Companies and the Subsidiaries and each of their respective affiliates shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to 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 ControversyClaim. In no case shall Buyer, any of the decision Companies or the Subsidiaries or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's prior written consent. Neither party shall be made by counsel employed (and agreed by both parties) settle a Tax Claim relating solely to pursue such Tax Controversy on the basis Taxes 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 any Company or Subsidiary for a Straddle Period shall be borne by Purchaser and Seller in without the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any other party's prior written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyconsent.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party indemnified against a Tax liability under Section 11(a) (the “"tax indemnified party") has notice of a formal or informal claim for such Tax Indemnified Party”liability by any taxing authority, which, if successful, might result in an indemnity payment to such party, the tax indemnified party shall promptly notify the party obligated to make such payment (the "tax indemnifying party") becomes aware in writing of the existence such claim (a "Tax Claim"). If notice of a Tax issue that may give rise Claim of which the tax indemnified party has notice is not given to an indemnification claim under Section 11.07 (the tax indemnifying party within a “sufficient period of time to allow the tax indemnifying party to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise the other tax indem nifying party (of the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure the tax indemnifying party shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except tax indemnified party to the extent that the Tax Indemnifying Party position of the tax indemnifying party is prejudiced therebyas a result thereof. In the event that after the Closing Date, With respect to any Tax Indemnified Party pays any Claim (other than a Tax that is the responsibility Claim relating solely to Taxes of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries Sold Subsid iaries for a Straddle Period), the tax indemnifying party shall 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 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. Notwithstanding the foregoing, the tax indemnifying party and the tax indemnified party shall jointly control all proceedings taken in connection with any Tax Claim relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates solely to Taxes of the Company or a Company any Sold 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 Period and or any Tax Claim that has any effect (other than direct liability for any Taxes for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser indemnity is provided) on the tax indemnified party in the reasonable judgment of the tax indemnified party. The tax indemnified party and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and its affiliates shall cooperate with the other tax indemnifying party in contesting any Tax Claim, which cooperation shall include, without limitation, retaining and (upon the other’s representatives in a prompt tax indemnifying party's request) providing to the tax indemnifying party records and timely manner in connection with any information which are reasonably relevant to such Tax ControversyClaim, 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. Purchaser The tax indemnifying party shall reimburse the tax indemnified party for reasonable third party legal fees and Seller expenses arising from any Tax Claim not controlled (either solely or jointly) by such tax indemnifying party. In no case shall mutually agree on the tax indemnified party settle or otherwise compromise any settlement or other disposition Tax Claim without the tax indemnifying party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any 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, 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 Sold Subsidiaries for a Straddle Period shall be borne by Purchaser and Seller in without the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any other party's prior written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyconsent.

Procedures Relating to Indemnification of Tax Claims. 13.8.1 If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 13.1, Buyer shall promptly notify Sellers in writing of such claim (i) Promptly after a party (the “"Tax Indemnified Party”) becomes aware of the existence Claim"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Sellers within a “sufficient period of time to allow Sellers to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Sellers of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, howeverSellers shall not be liable to Buyer, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIany of its affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives to the extent that Sellers' position is actually prejudiced as a result thereof. 13.8.2 If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment by Buyer to Sellers or to any of Sellers' Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 13.1, Sellers shall promptly notify Buyer in writing of such claim. If notice of a Tax Claim is not given to Buyer within a sufficient period of time to allow Buyer to effectively contest such Tax Claim, or in reasonable detail to apprise Buyer of the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility nature of the Tax Indemnifying Party pursuant to Sections 11.07(a)Claim, 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse in each case taking into account the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) facts and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy circumstances with respect to the Company such Tax Claim, Buyer shall not be liable to Sellers, any of their Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the Company Subsidiaries relating extent that Buyer's position is actually prejudiced as a result thereof. 13.8.3 With respect to a Post-Closing any Tax Period. In the case of Claim (other than a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company for a Straddle Period or a Company Subsidiary Tax Claim for which Seller would be Buyer is required to indemnify Purchaser provide indemnity pursuant to Section 11.07(a13.8.2), Seller Sellers shall control the handling, settling or contesting of any all proceedings taken in connection with such Tax Controversy. Seller shall notify Purchaser Claim (including selection of counsel) and, without limiting the foregoing, may in Sellers' sole discretion pursue or forego any impending settlementand all administrative appeals, compromise and/or concession of proceedings, hearings and conferences with any Tax Controversy (or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy taxing authority with respect to thereto, and may, in Sellers' sole discretion, either pay the Tax claimed and xxx for a Straddle Period refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Sellers and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller Buyer shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition Claim relating solely to Taxes of the Tax Controversy with respect to Company for a Straddle Period. In Buyer shall have the event Purchaser and Seller are unable right, but not the responsibility, to agree regarding any aspect of the conduct of any such Tax Controversy, 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 control all proceedings taken in connection with respect to a Straddle Period shall be borne by Purchaser and Seller in the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect Claim for which Buyer is required to a Tax Controversy provide indemnity pursuant to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartySection 13.8.2.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party (claim shall be made by any Taxing Authority, which, if successful, Purchaser reasonably determines could result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02, Purchaser shall promptly notify the “Tax Indemnified Party”) becomes aware Sellers in writing of the existence of a Tax issue that may give rise to an indemnification such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). If notice of a Tax Claim is not given to the Sellers within a sufficient period of time to allow the Sellers to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnified Party shall notify Sellers of the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure the Sellers shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except any Purchaser Indemnitee to the extent that the Tax Indemnifying Party Sellers’ position is materially prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect Claim relating solely to the Company or any Taxes of the Company Subsidiaries relating to Business for a PostPre-Closing Tax Period, the Sellers shall control all proceedings taken in connection with such Tax Claim (including selection of counsel 45 CLI-2060753v12 reasonably satisfactory to the Purchaser) and, without limiting the foregoing, may in its discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any 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 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 the Sellers may not settle any controversy without Purchaser’s consent. In the case of a With respect to any Tax Controversy after the Closing Date that relates Claim relating to Taxes of the Company or Business for a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Straddle Period, Seller shall control the handling, settling or contesting of any (a) each party may participate in all proceedings taken in connection with such Tax Controversy. Seller Claim, at its expense, and (b) the proceedings taken in connection with such Tax Claim shall notify 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 Tax periods. (iii) In no case shall any Purchaser of any impending settlement, Indemnitee settle or otherwise compromise and/or concession of any Tax Controversy Claim without the Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Business for a Straddle Period without the other party’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 portion extension thereof). (v) controlled by Seller Any indemnification of a Purchaser Indemnitee pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, the decision 8.02 shall be made effected by counsel employed (and agreed wire transfer or transfers of immediately available funds from the Sellers to an account or accounts designated in writing 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 applicable Purchaser Indemnitee to the parties. Any such Tax Controversy expenses with respect to a Straddle Period shall be borne by Purchaser and Seller in Sellers within 15 days after the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyfinal determination thereof.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “claim shall be made by any Tax authority which, if successful, might result in an indemnity payment to any Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise Party pursuant to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”)7.2 or 7.3 hereof, the Tax Indemnified Party shall notify the Tax Indemnifying Party promptly of such claim (a "Tax Claim"); provided, however, the failure to give notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such failure. (b) With respect to any Tax Claim relating to 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 Buyers, which consent shall not be unreasonably withheld, and Buyers shall have the right to participate fully in all aspects of the prosecution or defense of such Tax issue 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 Buyers and thereafter the Subject Companies shall cooperate with the Sellers in contesting any Tax Claim under this Section 11.3(b), which cooperation shall include the retention and, upon request of the Sellers, the provision of records and information which are reasonably relevant to such Tax Claim and making employees available to provide additional information or explanation of any material provided hereunder. (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 Subject 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 Tax Indemnifying Party copies of Subject Companies or after a Seller's receipt reimburse the relevant portion of Subject Companies, for any notice refunds or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect credits due the Tax Indemnified Party’s rights to indemnification under this Article XI, except Buyers (pursuant to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions terms of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment11.3(c)). (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to any Buyer Indemnitee pursuant to Section 9.01, Buyer shall promptly notify Seller in writing of such claim (i) Promptly after a party (the “Tax Indemnified Party”) becomes aware of the existence "TAX Claim"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Seller within a “sufficient period of time to allow Seller or its Affiliates to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Seller of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, Seller shall promptly forward not be liable to any Buyer Indemnitee, to the extent that Seller's (or any of its Affiliates') position is actually prejudiced as a result thereof. With respect to any Tax Indemnifying Party Claim (other than a Tax Claim relating solely to Taxes for a Straddle Period), Seller or its Affiliates shall 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 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. Seller shall provide Buyer with copies of all material documents with respect to the aforementioned Tax claims. Seller or its Affiliates and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes for a Straddle Period. Buyer, the Company and each of their respective Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant portion to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any notice material provided hereunder or other document received from any Taxing Authority and communications with any Taxing Authority to testify at proceedings relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced therebyClaim. In the event that after the Closing Date, no case shall any Buyer Indemnitee settle or otherwise compromise any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(aClaim without Seller's prior written consent (which consent may not be unreasonably withheld), 11.07(b), or 11.07(c), such Tax Indemnifying Party . Neither party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of settle a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company or a Company Subsidiary Transferred Subsidiaries 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Controversy. 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, the decision shall party's prior written consent (which consent may not 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(cunreasonably withheld). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to 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 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) Promptly after the date on which the Stockholder Representative receives notice of any such Tax Claim from the Buyer (with respect to Tax Claims as to which the Buyer first received notice from a party Taxing Authority or any other Person), or (ii) the “date on which the Stockholder Representative delivered to the Buyer notice of any such Tax Indemnified Party”) becomes aware Claim (with respect to Tax Claims as to which the Company, the Stockholder Representative or any Company Stockholder first received notice from a Taxing Authority or any other Person). With respect to any Tax Claim as to which the Stockholder Representative has provided an Election Notice to the Buyer, the Stockholder Representative shall defend or prosecute such Tax Claim by 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 the prior written consent of the existence Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, enter into any compromise or settlement of a such Tax issue Claim that may give rise would result in any Tax detriment to an indemnification claim under Section 11.07 (a “any Tax Controversy”) by it against Indemnitee. The Stockholder Representative shall inform the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party Buyer of the Tax issue all developments and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority events relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Claim (including providing to the extent that Buyer copies of all written materials relating to such Tax Claim), and the Tax Indemnifying Party is prejudiced thereby. In Buyer or its authorized representatives shall be entitled, at the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility expense of the Tax Indemnifying Party pursuant Buyer, to Sections 11.07(a)attend, 11.07(b)but not participate in or control, or 11.07(c)all conferences, meetings and proceedings relating to such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (iic) Except as otherwise If, with respect to any Tax Claim, the Stockholder Representative fails to deliver an Election Notice to the Buyer within the period provided in this Section 11.07(e)(ii7.8(b), after then the Closing DateBuyer shall at any time thereafter have the right (but not the obligation) to defend or prosecute such Tax Claim, Purchaser 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 conductBuyer and its authorized representatives in order to contest effectively such Tax Claim. The Stockholder Representative may attend, through counsel of its own choosingbut not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Controversy Claim controlled by the Buyer pursuant to this Section 7.8(c), and shall bear its own costs and expenses with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Periodthereto. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 (Claim that is defended or portion thereof) controlled prosecuted by Seller the Buyer pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a7.8(c), Purchaser the Buyer shall be entitled upon demand to prompt payment from the Company for any and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice all costs and shall cooperate with expenses incurred by the other and the other’s representatives in a prompt and timely manner Buyer in connection with such defense or 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 Controversy. Purchaser and Seller shall mutually agree Claim), in each case 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “claim shall be made by any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority, which, if successful, might result in an indemnity payment to an indemnification claim under Section 11.07 any Person hereunder (a “"Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”Indemnitee"), the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the Tax Indemnitor shall promptly forward not be liable to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced thereby. In the event that after the Closing Date, as a result thereof. (b) With respect to any Tax Indemnified Party pays Claim, the Tax Indemnitor shall 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 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 is the responsibility Tax Indemnitor shall not settle or compromise 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, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnifying Party pursuant to Sections 11.07(a)Indemnitee, 11.07(b), its Affiliates or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel any member of its own choosingaffiliated group. The Tax Indemnitee, and each of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)its Affiliates, 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other’s representatives in a prompt Tax Indemnitor's request) the provision to Tax Indemnitor of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “Tax Indemnified Party”) becomes aware of the existence claim for Taxes, including notice of a Tax issue that may give rise pending audit, shall be made by any Taxing Authority, which, if successful, might result in a claim for indemnity pursuant to an indemnification claim under Section 11.07 Sections 6.05(a) or 6.05(b) (any such claim, a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party party which receives such claim shall notify the other party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of an Indemnified Party to give such notice to an Indemnifying Party of shall not affect the Tax issue and thereafter shall promptly forward indemnification provided hereunder except to the Tax extent that the Indemnifying Party copies of the relevant portion of has actually been prejudiced by such failure. (b) Parent shall control any notice Tax Claim with respect to any Seller Group Tax Return, and Buyer shall not participate in or other document received from control any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyClaim. (c) With respect to any Tax Claim 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 conduct of such Tax Claim unless Parent fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Parent’s receipt of notice of such Tax Claim in accordance with Section 6.06(a); provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5i) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party Parent shall keep the Tax Indemnified Party Buyer reasonably informed as to the progress status of such Tax Claim and (ii) Buyer shall be entitled to participate, at its own expense, in any such Tax Claim and Parent shall not 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 proceeding with respect Claim relating to a Straddle Tax Controversy Period, to the extent possible the Tax Items subject to such Tax proceeding relates to Claim shall be distinguished and each party shall control the defense and settlement of those Taxes payable by for which it is liable. If any Tax Item cannot be identified as being a Liability of only one party or with 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 Company 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 Company Subsidiaries and controlling party shall consider in good faith any written comments not settle or suggestions regarding otherwise compromise such Tax proceeding from Claim without the Tax Indemnified Partyother party’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority (i) Promptly after a party (including the “Tax Indemnified Party”) becomes aware commencement of the existence of a Tax issue that may give rise to an audit or examination), which, if successful, might result in an indemnification claim under payment to any Indemnitee pursuant to Section 11.07 (a “Tax Controversy”5.02(a) by it against the other party (the “Tax Indemnifying Party”or Section 5.02(b), the Tax Indemnified Party such Indemnitee shall promptly notify the party or parties that would be responsible for such indemnification With respect to any Tax Indemnifying Party Claim, the Indemnitee shall control all proceedings taken in connection with such Tax Claim (including the selection of counsel) and, without limiting the Tax issue foregoing, may in its sole discretion pursue or forego any and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority all administrative appeals, proceedings, hearings and communications conferences with any Taxing Authority relating to such Tax Controversytaxing authority with respect thereto; provided, however, that a failure to give such notice will not affect in no case shall any Indemnitee or any affiliate thereof settle or compromise any Tax Claim or pay the Tax Indemnified Party’s rights to indemnification under this Article XI, except to claimed and sue xxx a refund without the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility prior written consent of the Tax Indemnifying Party pursuant to Sections 11.07(aIndemnitor (it being understood that if the Original Stockholders are the Indemnitor, such consent may be given by the Representative acting on behalf of the Original Stockholders), 11.07(b), which consent shall not be unreasonably withheld or 11.07(c), such Tax Indemnifying Party conditioned. The Indemnitor shall within five (5) Business Days reimburse be entitled to participate in the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, defense of any Tax Controversy with respect Claim and employ counsel (not reasonably objected to by the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aIndemnitee), Seller at its own expense, separate from the counsel employed by the Indemnitee; it being understood that the Indemnitee shall control such defense. The New Investors, the handlingCompany, 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 Period Original Stockholders and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel each of their mutual choice and respective Affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the other retention and the other’s representatives in a prompt provision upon request of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, Claim. It is understood that the decision party requesting such cooperation shall be made pay the out-of-pocket expenses incurred 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding party from the Tax Indemnified Partywhich cooperation is requested.

Procedures Relating to Indemnification of Tax Claims. (i1) Promptly after If a party (the “Tax Indemnified Party”) becomes aware claim shall be made by any Governmental Entity, which, if successful might result in an indemnity payment by Shareholder to Purchaser or any of the existence of a Tax issue that may give rise to an indemnification claim its Affiliates under Section 11.07 6.12(d) (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter Purchaser shall promptly forward notify Shareholder of such 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), except to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating extent Shareholder’s ability to participate as to such Tax ControversyClaim is actually and materially prejudiced thereby. (2) With respect to any Tax Claim with respect to income or franchise Taxes relating to a Tax period ending on or before the Closing Date, Shareholder shall 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 appeals, proceedings, hearings and conferences with any Governmental Entity with respect thereto, and shall either, in its sole discretion, 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 a failure (i) Shareholder may at the its own expense participate in the Proceedings related to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse Claim, if permitted by the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. Governmental Entity, (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy keep Shareholder reasonably and timely informed with respect to the Company 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 the Company Subsidiaries relating a Tax Claim with respect to 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. In , without the case consent of a Tax Controversy after the Closing Date that relates Shareholder, such consent not to Taxes of the Company be unreasonably withheld, conditioned or a Company 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 delayed. (or portion thereof5) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel the Bank and each of their mutual choice and respective Affiliates shall cooperate with Shareholder in contesting any Tax Claim, which cooperation shall include the other retention and (upon any request of Shareholder) the other’s representatives in a prompt provision to Shareholder, of records and timely manner in connection with any information that are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. If 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 shall promptly notify the indemnifying party in writing of such claim (a "Tax Claim"). If notice of a Tax Claim ("Tax Notice") received by the indemnified party after the Closing Date is not given to the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, the indemnifying party shall not be liable to the indemnified party to the extent that the indemnifying party's position is actually prejudiced as a result thereof. The indemnifying party shall control, at its sole expense, all proceedings, including selection of counsel reasonably satisfactory to the indemnified party, taken in connection with any Tax Claim (except as set forth below) and subject to the consent right of the indemnified party set forth in the next paragraph of this Section 10.7 and, without limiting the foregoing, may with the consent of the indemnified party pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority with respect thereto and 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 so long as (i) Promptly the indemnifying party notifies the indemnified Party in writing within fifteen (15) days after a the indemnified party (the “Tax Indemnified Party”) becomes aware has given notice of the existence 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, arising out of, relating to, in the nature of, or caused by the Tax Claim, (ii) any proposed settlement of, 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 issue 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 defense of the Tax Claim. In the event that any of the conditions set forth above is or becomes unsatisfied, (i) the indemnified party may give rise defend against, and consent to an indemnification 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 the indemnified party will not consent to the entry of any judgment or enter into any settlement without the prior written consent of the indemnifying party, which consent shall not be unreasonably 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), 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 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 the indemnifying party and their respective affiliates shall cooperate in contesting any Tax Claim (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 the provision of records and information that are reasonably relevant to 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 the Tax Claim. Except as set forth above, in no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without prior written consent 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. If a Tax Claim includes Taxes for a Straddle Period, Sellers (if the claims for Taxes for which Sellers can reasonably be expected to be liable exceeds the claim under Section 11.07 for which Buyer can be expected to be liable) or otherwise Buyer (a “Sellers, on the one hand, or Buyer, on the other hand, the "Controlling Party") shall be entitled to conduct the defense of said Tax Controversy”) by it against Claim. In such case, the other party (the “Tax Indemnifying "Non-Controlling Party”), the Tax Indemnified Party ") shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward be entitled to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five participate fully (5at its expense) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, Claim and the decision Controlling Party shall be made by counsel employed (and agreed by both parties) to pursue not settle such Tax Controversy on Claim without the basis consent of counsel’s good faith judgment regarding the course of action such Non-Controlling Party (which consent shall not be unreasonably withheld, taking into account for this purpose any precedential custom or practice 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 may be borne by Purchaser and Seller in the same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(cestablished). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, would result in an indemnity payment to Mosbx xx one of its subsidiaries pursuant to Section 11.1 (i) Promptly after a party ("Tax Claim"), Mosbx xxxll promptly notify Times Mirror in writing of such Tax Claim stating the “nature and basis of such Tax Indemnified Party”) becomes aware of Claim and the existence amount thereof, to the extent known by Mosbx. Xx notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Times Mirror within a “sufficient period of time to allow Times Mirror to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Times Mirror of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; Claim, Times Mirror shall not be liable to Mosbx xx any of its affiliates to the extent that Times Mirror's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. 59 With respect to any Tax Claim, Times Mirror shall 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 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 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 settlement or compromise of any such issue or matter that may have a failure to give such notice will not affect material adverse effect on the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility Liability of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of Mosbx xx its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to subsidiaries for a Post-Closing Tax taxable year or period or an Interim Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Acquiror, 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 Period Mosbx Xxxent and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel Mosbx xxx each of their mutual choice and respective affiliates shall cooperate with Times Mirror in contesting any Tax Claim, which cooperation shall include the other retention and (upon Times Mirror's request) the other’s representatives in a prompt provision to Times Mirror of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax ControversyClaim. Mosbx xxx defend any audit or proceedings, the decision shall be made by counsel employed (and agreed by both parties) without any effect on its right to pursue indemnification under Section 11.1, if Times Mirror does not answer 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partydefense.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Xxxxxx, one of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 11.1(a)(ii), Buyer shall notify Accel in writing of such claim (i) Promptly after a party (the “"Tax Indemnified Party”) becomes aware of the existence Claim"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Accel within a “sufficient period of time to allow Accel to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Accel of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue and thereafter Claim, Accel shall promptly forward not be liable to the Tax Indemnifying Party copies Xxxxxx, any of the relevant portion its affiliates or any of any notice their respective officers, directors employees, stockholders, agents or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except representatives to the extent that the Tax Indemnifying Party Accel's position is actually prejudiced therebyas a result thereof. In the event that after the Closing Date, With respect to any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five Claim (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of other than a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company or any Target Corporation for a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aStraddle Period), Seller Accel shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the handlingforegoing, settling may in its sole discretion pursue or contesting of 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 and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. However, Xxxxxx can participate in any such Tax ControversyClaim at its own expense. Seller shall notify Purchaser of Accel cannot enter any impending settlementsettlement or compromise which affects the post-closing period without Lyndon's consent, compromise and/or concession of any Tax Controversy (or portion thereof) controlled by Seller pursuant to this Article XI)which will not be unreasonably withheld. In the case of a Tax Controversy with respect to a Straddle Period Accel and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller Xxxxxx shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on Claim relating solely to Taxes of any settlement or other disposition of the Tax Controversy with respect to Target Corporation for a Straddle Period. In the event Purchaser and Seller are unable to agree regarding no case shall Xxxxxx, any aspect of the conduct Target Corporations or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Accel's prior written consent, which will not be unreasonably withheld. Neither party shall settle a Tax Claim relating solely to Taxes of any such Tax Controversy, 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 Target Corporations for a Straddle Period shall be borne by Purchaser and Seller in without the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any other party's prior written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyconsent.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a party (If at any time the “Tax Indemnified Party”) becomes aware Company, or any of the existence its successors or assigns, receives an assessment or reassessment or other notice in respect of a Tax issue that may give rise Pre-Closing Period by any Taxing Authority, which, if successful, might result in an indemnity payment to an indemnification any Purchaser Indemnitee pursuant to Section 10.01, Purchaser shall promptly, but in no event later than ten (10) Business Days following receipt of such notice, notify Seller in writing of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), . In the Tax Indemnified Party shall notify the Tax Indemnifying Party event of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure by Purchaser to give such provide timely notice will to Seller in accordance with this Section 10.06(d)(i), Purchaser shall not affect the Tax Indemnified Party’s rights be entitled to indemnification any right of indemnity under this Article XIX, except and to the extent that the Tax Indemnifying Party is Purchaser demonstrates that Seller has not been materially prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), by such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentfailure. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect to the Company or any of the Company Subsidiaries Claim relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates solely to Taxes of the Company or for a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Pre-Closing Tax Period, Seller shall control the handling, settling or contesting of any all proceedings taken in connection with such Tax Controversy. Seller shall notify Purchaser Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any impending settlementand all administrative appeals, compromise and/or concession of proceedings, hearings and conferences with any Tax Controversy (or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy 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. Purchaser shall control all proceedings relating to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), other Tax Claims. (iii) Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and the Company shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include, without limitation, the other retention and (upon Seller’s request) the other’s representatives in a prompt provision to Seller of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees reasonably available on a mutually agree on convenient basis to provide additional information or explanation of any settlement material provided under this Agreement or other disposition of the to testify at proceedings relating to such Tax Controversy with respect to a Straddle PeriodClaim. In the event no case shall any Purchaser and Seller are unable to agree regarding any aspect of the conduct of any such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of Indemnitee settle or otherwise compromise any Tax proceeding with respect to a Tax Controversy to Claim without the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any prior written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyconsent of Seller.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party claim shall be made by any Taxing Authority that, if successful, might result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02 or any voluntary contact with any Taxing Authority with respect to any Pre-Closing Tax Period (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 (in either case, a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party Purchasers shall promptly notify the Tax Indemnifying Party Sellers in writing of such claim, provided that the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a Purchasers’ failure to give such notice will comply with this provision shall not affect the Tax Indemnified Partyany Purchaser Indemnitee’s rights right to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentAgreement. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect Claim relating to the Company or Taxes of any of the Company Subsidiaries relating Companies or the Subsidiary for a Pre-Closing Tax Period, the Sellers shall 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 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. Notwithstanding the foregoing, the Sellers shall not be entitled to a settle any Tax Claim that would adversely affect the liability of the Purchasers, the Companies or the Subsidiary for any Post-Closing Tax Period. In Period without the case of a Purchasers’ prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed. (iii) With respect to any Tax Controversy after the Closing Date that relates Claim relating to Taxes of any of the Company Companies or the Subsidiary solely for a Company Straddle Period, (A) each party may participate in all proceedings taken in connection with such Tax Claim, at its expense, and (B) the proceedings taken in connection with such Tax Claim shall be controlled by that party that 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 Tax periods. In no case shall any Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Sellers’ prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any of the Companies or the 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the otherparty’s representatives in a prompt and timely manner in connection with any such Tax Controversy. Purchaser and Seller prior written consent, which consent shall mutually agree on any settlement not be unreasonably conditioned, withheld 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partydelayed.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a party (the “If notice of an audit, examination or other proceeding is received from any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority, which, if successful, might result in an indemnity payment to an indemnification claim under Section 11.07 any Person hereunder (a “"Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”Indemnitee"), the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such potential claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively participate in such audit, examination or proceeding, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the Tax Indemnitor shall promptly forward not be liable to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Indemnitee to the extent that the Tax Indemnifying Party Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced thereby. In the event that after the Closing Date, as a result thereof. (b) With respect to any Tax Indemnified Party pays Claim, the Tax Indemnitor shall control all audits, examinations and other proceedings 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 appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, in its sole discretion, either pay 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 is the responsibility Tax Indemnitor shall not settle or compromise a Tax Claim without giving 15 days' prior notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnifying Party pursuant to Sections 11.07(a)Indemnitee. The Tax Indemnitee, 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel each of its own choosingAffiliates, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other’s representatives in a prompt Tax Indemnitor's request) the provision to Tax Indemnitor of Records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any Taxing authority, which, if successful, might result in an indemnity payment to the Purchaser or one of its affiliates pursuant to Section 7.4, the Purchaser shall promptly notify the Seller in writing of such claim (i) Promptly after a party (the “Tax Indemnified Party”) becomes aware of the existence "TAX CLAIM"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (the Seller within a “sufficient period of time to allow the Seller to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise the other party (Seller of the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure the Seller shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except Purchaser or any of its Affiliates to the extent that the Seller's position is actually prejudiced as a result thereof. With respect to any Tax Indemnifying Party is prejudiced thereby. In the event Claim (other than a Tax Claim relating solely to Taxes of Gibraltar for any taxable period that after includes (but does not end on) the Closing Date), the Seller shall 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 appeals, proceedings, hearings and conferences with any Taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. The Seller and the Purchaser shall jointly control all proceedings taken in connection with any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries Claim relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates solely to Taxes of Gibraltar for a Straddle Period. The Purchaser and the Company Seller and each of their respective Affiliates shall fully cooperate with one another in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other party's request) the provision to 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 a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control the handling, settling or contesting explanation of any material provided hereunder or to testify at proceedings relating to such Tax ControversyClaim. In no case shall the Purchaser settle or otherwise compromise any Tax Claim without the Seller's prior written consent. Nothing contained herein shall require the Purchaser to contest a Tax Claim if the Purchaser shall waive in writing the payment by the Seller shall notify Purchaser of any impending settlement, compromise and/or concession of any Tax Controversy (or portion thereof) controlled amount that might otherwise be payable by the Seller pursuant to this Article XI). In the case Agreement in respect of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party ---------------------------------------------------- claim shall be made by any Tax authority which, if successful, might result in an indemnity payment to the Indemnified Parties pursuant to Section 8.5(a) or (the “Tax Indemnified Party”b) 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 Indemnifying Party”)hereof, the Tax Indemnified Party Parties shall notify the Indemnifying Parties promptly of such claim (a "Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyClaim"); provided, however, that a the failure to give such notice will shall not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, provided hereunder except to the extent that the Indemnifying Parties have actually been prejudiced as a result of such failure. (A) With respect to any Tax Indemnifying Party is prejudiced thereby. In the event that after Claim relating to a taxable period ending on or before the Closing Date, any Tax Indemnified Party pays any Tax that is Seller shall have the responsibility of the Tax Indemnifying Party pursuant right, at its own expense, to Sections 11.07(a), 11.07(b), or 11.07(c), control all proceedings and may make all decisions taken in connection with such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified PartyClaim; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) Buyer, and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, shall have the right, at its own expense, to participate fully in all aspects of the prosecution or defense of such Tax Claim; and provided further that Seller shall not settle any such Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld; and provided further that, 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 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 the Companies shall cooperate with Seller in contesting any Tax Controversy Claim under this Section 8.5(c)(ii)(A), which cooperation shall include the retention and, upon request of Seller, the provision of records and information which are reasonably relevant to such Tax Claim and making employees available to provide additional information or explanation of any material provided hereunder. (B) Seller and Buyer shall jointly control all proceedings with respect to the Company or any of the Company Subsidiaries Tax Claim relating to a Post-Closing Tax any Straddle Period. In . (iii) The party bearing the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company liability or a Company Subsidiary for which Seller would be required obligation to indemnify Purchaser for any Taxes described under Section 8.5 shall be entitled to any refunds or credits of such Taxes. Buyer shall cause the Companies 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 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 thereof8.5(c)(iii) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 promptly forward to the parties. Any such Tax Controversy expenses with respect to a Straddle Period shall be borne by Purchaser and Seller in Companies or after Seller's receipt reimburse the 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 Tax Indemnified Party reasonably informed as Companies, for any refunds or credits due Buyer (pursuant to the progress terms of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partythis Section 8.5(c)(iii)).

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after After the Closing Date, if a party claim shall be made in writing by any Tax authority, which, if successful, would result in an indemnity payment by Seller and Seller Subsidiary to Buyer or its Affiliates pursuant to Section 9.01, Buyer shall promptly notify Seller and Seller Subsidiary in writing of such claim (the “a "Tax Indemnified Party”) becomes aware of the existence Claim"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (a “Tax Controversy”) Seller and Seller Subsidiary promptly after receipt by it against Buyer, or in reasonable detail to inform Seller and Seller Subsidiary of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, neither Seller nor Seller Subsidiary shall promptly forward be liable to Buyer, to the extent that their (or any of their Affiliate's) position is actually prejudiced as a result of a failure to so promptly notify or inform. (b) With respect to any Tax Indemnifying Party copies Claim for a taxable period that ends on or before the Closing Date, either Seller or Seller Subsidiary shall have the right to direct, at its own expense, all proceedings in connection with such Tax Claim (includ ing selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and con ferences with any 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. It shall be assumed that either Seller or Seller Subsidiary will direct the proceedings for any Tax Claim 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 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 Seller and Seller Subsidiary to indemnify Buyer under this Article IX. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes attributable to a Straddle Period. Buyer, the Company, the Company Subsidiary and each of their respective Affiliates shall cooperate with Seller and its Affiliates in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to Seller or its Affiliates of records and information which are reasonably relevant portion to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any notice material provided hereunder or other document received from any Taxing Authority and communications with any Taxing Authority to testify at proceedings relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. Claim. (c) In the event that after Seller or Seller Subsidiary chooses to direct and contest a Tax Claim described in the Closing Datefirst sentence of Section 9.02(b), Buyer shall 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 Indemnified Party pays Claim in a proceeding which Seller or Seller Subsidiary directs if doing so would increase any Tax that is the responsibility indemnification obligation of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party Buyer under this Article IX. No party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of settle a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company or a the Company Subsidiary for a Straddle Period without the other party's prior written consent (which Seller would consent shall not be required to indemnify Purchaser pursuant to Section 11.07(aunreasonably withheld), 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 thereofd) controlled by Seller pursuant to this Article XI). In the case of a any claim for Taxes pending on the Closing Date, and involving any contested Tax Controversy 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 a Straddle Period and any proceeding of any such claim for which Seller would be required Taxes subject to indemnify Purchaser pursuant to this Section 11.07(a9.02(d) shall constitute an election for purposes of Section 9.02(a), Purchaser (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 jointly represent their interests have the same contest, timely notification and other rights in respect of such Tax Controversy, claim for Taxes that Seller has in this Section 9.02. (f) Buyer shall employ counsel have the sole right to direct any and all proceedings (including selection 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 Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition of the Tax Controversy counsel) 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 Controversyclaim, the decision shall be made audit or deficiency 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to authority in respect of Taxes payable by or with respect to of Buyer and its Affiliates (including the Company and the Company Subsidiaries and Subsidiary) for a Post-Closing Period, provided, however, that Buyer shall consider 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 suggestions regarding 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 Tax proceeding from the Tax Indemnified Partycontest (including reasonable legal and accounting fees).

Procedures Relating to Indemnification of Tax Claims. Each party ----------------------------------------------------- entitled to an indemnity payment with respect to Taxes pursuant to the provisions of Section 10 herein (ia "Tax Indemnified Party") Promptly after a agrees to give written notice to the indemnifying party (the “"Tax Indemnitor") of the receipt of any written notice by the Tax Indemnified Party or an affiliate of such Tax Indemnified Party (including, in the case where any Buyer is the Tax Indemnified Party”, the Company or its affiliates) becomes aware which involves the assertion of any claim, or the existence commencement of a 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 issue that may give rise Indemnitor to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”)timely respond to such claim, demand, action or proceeding, and the Tax Indemnified Party shall notify give the Tax Indemnifying 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 issue and thereafter shall promptly forward Indemnitor may, at its own expense, participate in and, upon notice to the Tax Indemnifying Party copies Indemnified Party, assume control of the relevant portion defense of any notice such claim, demand, suit, action or other document received from proceeding (including any Taxing Authority Tax audit). If the Tax Indemnitor elects to assume control of the defense, the Tax Indemnitor shall have sole control over the conduct of the defense, including the decision whether to settle, litigate, or pay and communications with xxx for a refund, but the Tax Indemnified Party shall be permitted to participate in any Taxing Authority relating to such Tax Controversyaction and shall be kept fully informed about the progress of any such action; provided, however, that a failure that, the Tax Indemnitor shall not admit any liability with -------- ------- respect to give or settle such notice will not affect claim, demand, action or proceeding without the Tax Indemnified Party’s rights to indemnification under this Article XI's prior written consent, except to the extent that which consent shall not be unreasonably withheld. Whether or not the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing DateIndemnitor chooses to defend or prosecute any claim, any Tax Indemnified Party pays any Tax that is the responsibility all of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and parties hereto shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by defense or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyprosecution thereof.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party (claim shall be made by any Competent Authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 9.02, Purchaser shall notify promptly the “Tax Indemnified Party”) becomes aware Sellers in writing of the existence of a Tax issue that may give rise to an indemnification such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party shall notify the Tax Indemnifying Party . The failure of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure Purchaser to give such notice will shall not affect relieve the Tax Indemnified Party’s rights to Sellers of their indemnification obligations under this Article XIAgreement, except to the extent that the Tax Indemnifying Party is Sellers are prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant by such failure to Sections 11.07(a), 11.07(b), or 11.07(c), give such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentnotice. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect Claim relating solely to the Company or any Taxes of either of the Company Subsidiaries relating to Companies or Cawse for a PostPre-Closing Tax Period, the Sellers shall 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 appeals, Proceedings, hearings and conferences with any Competent Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. In the case of a With respect to any Tax Controversy after the Closing Date that relates Claim relating to Taxes of either of the Company Companies or Cawse for a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Straddle Period, Seller shall control the handling, settling or contesting of any (A) each party may participate in all Proceedings taken in connection with such Tax Controversy. Seller Claim, at its expense, and (B) the Proceedings taken in connection with such Tax Claim shall notify 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 be anticipated reasonably for future Tax periods. (iii) In no case shall any Purchaser of any impending settlement, Indemnitee settle or otherwise compromise and/or concession of any Tax Controversy (Claim without the Sellers’ prior written consent, which consent shall not be unreasonably withheld or portion thereof) controlled by Seller pursuant to this Article XI)delayed. In the case of Neither party shall settle a Tax Controversy with respect Claim relating solely to Taxes of either of the Companies or Cawse for a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the otherparty’s representatives in a prompt and timely manner in connection with any such Tax Controversy. Purchaser and Seller prior written consent, which consent shall mutually agree on any settlement not be unreasonably withheld 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partydelayed.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a claim is made by any Taxing Authority that, if successful, might result in an indemnity payment to Buyer or Target under Section 10(g), the indemnified party (shall within 10 days of receipt of such claim notify the “Tax Indemnified Party”) becomes aware indemnifying party in writing 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 Indemnifying PartyClaim”). If notice of a Tax Claim received by the indemnified party after the Closing Date is not given to the indemnifying party within such period of time, the indemnifying party shall not be liable to the indemnified party to the extent that the indemnifying party’s position is actually prejudiced as a result thereof. (ii) The indemnifying party shall control, at its sole expense, all proceedings taken in connection with any Tax Indemnified Party shall notify Claim (except to the extent the Tax Indemnifying Party Claim relates to Income Taxes of the Tax issue Companies for a Straddle Period) and, without limiting the foregoing, may in its sole discretion pursue or forego any and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority all administrative appeals, proceedings, hearings, and communications conferences with any Taxing Authority relating to with respect thereto and either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax ControversyClaim in any permissible manner; provided, however, that the indemnifying party shall not settle any such audit in a failure to give such notice will not manner that would adversely affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to indemnified party without the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility prior written consent of the indemnified party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Target shall control, in its sole discretion and at its sole expense, all proceedings relating to Income Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), Returns that include one or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse more of the Tax Indemnified Party; provided that Companies for periods ending on or before the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact Cut-Off Date. The indemnified party and the amount of payment. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller indemnifying party shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on any settlement Claim to the extent it relates to Income Taxes of one or other disposition more of the Tax Controversy with respect to Companies for a Straddle Period. In the event Purchaser and Seller are unable to agree regarding any aspect Each of the conduct indemnified party and the indemnifying party and their respective affiliates shall cooperate in contesting any Tax Claim (with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not compensation payments to employees) of any such Tax Controversyindemnified party incurred in connection therewith), which cooperation shall include the decision shall be made by counsel employed (retention and agreed by both parties) to pursue such Tax Controversy on the basis provision of counsel’s good faith judgment regarding the course of action records and information that would produce the overall lowest present value of Tax and litigation cost are reasonably relevant to the parties. Any such Tax Controversy expenses 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 the Tax Claim. (iii) In no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not be unreasonably withheld; provided, that Target may admit any liability with respect to, or settle, compromise, or discharge any Tax Claim relating to Income Taxes of the Companies for a Pre-Cut-Off Tax Period (other than, with respect to Income Taxes, for the portion of a Straddle Period shall be borne by Purchaser and Seller in ending on the 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 Cut-Off Date) without the Tax Indemnified Party reasonably informed as to the progress consent of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyBuyer.

Procedures Relating to Indemnification of Tax Claims. If a claim is made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer or one of its Affiliates pursuant to Section 11.5 above, Buyer will promptly notify Seller in writing of such claim (i) Promptly after a party (the “"Tax Indemnified Party”) becomes aware of the existence Claim"). If notice of a Tax issue that may give rise Claim is not given to an indemnification claim under Section 11.07 (Seller within a “sufficient period of time to allow Seller to effectively contest such Tax Controversy”) by it against Claim, or in reasonable detail to apprise Seller of the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward circumstances with respect to such Tax Claim, Seller will not be liable to Buyer or any of its Affiliates to the extent that Seller's position is actually prejudiced as a result thereof. With respect to any Tax Indemnifying Party copies Claim (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"), 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 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 for a refund where applicxxxe law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer will control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. Buyer, the Company, and each of their respective Affiliates will cooperate with Seller in contesting any Tax Claim, which cooperation will include, without limitation, the retention and (upon Seller's request) the provision to Seller of records and information that are reasonably relevant portion to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any notice material provided hereunder or other document received from any Taxing Authority and communications with any Taxing Authority to testify at proceedings relating to such Tax Controversy; providedClaim. In no case will Buyer or the Company settle or otherwise compromise any Tax Claim without Seller's prior written consent. In no case will the Seller be entitled to settle or to contest any claim relating to Taxes if the settlement of, howeveror an adverse judgment with respect to, that a failure to give such notice will not affect the Tax claim would be likely, in the good faith judgment of the Indemnified Party’s rights , to indemnification under this Article XIcause the liability for any Tax of the Indemnified Party or of any Affiliate of the Indemnified Party for any taxable period ending after the Closing Date to increase (including without limitation by making any election or taking any action having the effect of making any election, except 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 the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that take a position that, if applied to any taxable period ending after the Closing Date, any Tax would be adverse to the interest of the Indemnified Party pays or any Tax that is the responsibility Affiliate of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a party (the “If notice of an audit, examination or other proceeding is received from any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority, which, if successful, might result in an indemnity payment to an indemnification claim under Section 11.07 any Person hereunder (a “"Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”Indemnitee"), the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such potential claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively participate in such audit, examination or proceeding, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the Tax Indemnitor shall promptly forward not be liable to the Tax Indemnifying Party copies of Indemnitee to the relevant extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim for which it agrees that any resulting Tax is covered by the indemnity given in this Article IX, the Tax Indemnitor shall control that portion of any notice audit, examination and other proceeding in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or other document received from forego any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating to taxing authority with respect thereto and may, in its sole discretion, either pay any Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax ControversyClaim in any permissible manner; provided, however, that a failure to give such notice will not affect (i) the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that Indemnitor shall keep the Tax Indemnifying Party is prejudiced thereby. In Indemnitee informed regarding the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) progress and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control the handling, settling or contesting substantive aspects of any such Tax Controversy. Seller Claim and (ii) the Tax Indemnitor shall notify Purchaser of any impending settlement, not settle or 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 Claim without giving 15 days' prior notice to a Straddle Period the Tax Indemnitee, and for without the Tax Indemnitee's consent, which Seller would shall not be required to indemnify Purchaser pursuant to Section 11.07(a)unreasonably withheld or delayed. The Tax Indemnitee, Purchaser and Seller shall jointly represent their interests in such Tax Controversyeach of its Affiliates, shall employ counsel of their mutual choice and shall cooperate with the other Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other’s representatives in a prompt Tax Indemnitor's request) the provision to Tax Indemnitor of Records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (claim shall be made by any Taxing Authority for which the “Tax Indemnified Party”) becomes aware Partners are or may be liable pursuant to this Agreement, Regency shall notify the Partners in writing within 10 Business Days of the existence receipt by Regency of a Tax issue that may give rise to an indemnification notice of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. (iib) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with With respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 settlementClaim, 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)Partners, Purchaser and Seller shall jointly represent their interests in such Tax Controversyat the Partners’ expense, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner control all proceedings taken in connection with any such Tax Controversy. 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, the decision shall be made by counsel employed Claim (and agreed by both parties) to pursue such Tax Controversy on the basis including selection 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party Partners shall permit Regency to participate in (but not control), at Regency’s sole cost and expense, such proceeding through counsel chosen by Regency and shall keep the Tax Indemnified Party Regency reasonably informed as to the progress status of such proceeding. Notwithstanding the foregoing, the Partners and Regency shall jointly control all proceedings in connection with any Tax Claim relating solely to Taxes for a Straddle Period, and all costs and expenses related to such proceedings shall be borne 50% by Regency and 50% by the Partners. No Party shall settle a Tax Claim relating solely to Taxes of CDM for a Straddle Period without the other Party’s prior written consent, and the Partners shall not settle a Tax Claim for a Pre-Closing Period without Regency’s prior written consent (neither of which consents may be unreasonably withheld, conditioned or delayed; and each of which consents shall be considered to be unreasonably withheld if such settlement has no adverse effect on the other Party). (c) Regency and its Affiliates (including after the Closing, the Surviving Company), on the one hand, and the Partners, on the other hand, shall cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, at the contesting Party’s request and expense, the provision of records and information 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 Tax proceeding with respect material provided hereunder or to a Tax Controversy testify at proceedings relating to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “Tax Indemnified Party”) becomes aware of the existence claim for Taxes, including notice of a Tax issue that may give rise pending audit, deficiency, proposed adjustment, assessment, examination, suit, dispute or other claim with respect to an indemnification Taxes will be made by any Taxing Authority, for periods ending on or before the Closing Date or a Straddle Period which, if successful, might result in a claim under for indemnity pursuant to Section 11.07 6.06(a) or Section 6.06(b) (any such claim, a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Party which receives such Tax Indemnified Party shall Claim will notify the Tax Indemnifying other Party in writing within ten days of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversyreceipt thereof; provided, howeverthat, that a the failure of an Indemnified Party to give such notice to an Indemnifying Party will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, provided hereunder except to the extent that the Tax Indemnifying Party is has actually and materially been prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), by such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentfailure. (iib) Except as otherwise provided Seller will control any Tax Claim with respect to any Seller Group Tax Return, and Buyer will not control or participate in this any such Tax Claim. (c) With respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 11.07(e)(ii6.07(b), after Seller will control, at Seller’s expense, the Closing Date, Purchaser shall control the conduct, through counsel conduct of such Tax Claim unless Seller provides Buyer with written notice of its own choosingrefusal to control such Tax Claim; provided, that, (i) Seller will keep Buyer reasonably informed as to the status of any Tax Controversy with respect Claim that Seller controls pursuant to this Section 6.07(c) and (ii) if the Company resolution of such Tax Claim would reasonably be expected to have a material effect on the Liability of Buyer or any of its Affiliates (including the Company Subsidiaries relating to a DVU Transferred Entities) for Taxes for any Post-Closing Tax Period, Seller will not settle or otherwise compromise such Tax Claim without Buyer’s written consent, which will not be unreasonably withheld, conditioned or delayed. In the case of If Seller refuses to control a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Claim pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a6.07(c), Purchaser and Seller shall jointly represent their interests in Buyer will control such Tax ControversyClaim; provided, 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 Controversy. Purchaser and that, (A) Buyer will keep 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, 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 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 Tax Indemnified Party reasonably informed as to the progress status of such Tax Claim and (B) Buyer will not settle or otherwise compromise such Tax Claim without Seller’s written consent, which will not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax proceeding with Claim relating to a Straddle Tax Period, the Party which has the greater potential Liability will control the defense and resolution of such Tax Claim; provided, that, such Party defends the items as reported on the relevant Tax Return. With respect to a any Tax Controversy Claim subject to this Section 6.07(d), (i) the controlling Party will keep the other reasonably informed as to the extent status of such Tax proceeding relates Claim and (ii) the non-controlling Party will be entitled to Taxes payable by or with respect to the Company participate in any such Tax Claim and the Company Subsidiaries and shall consider in good faith any written comments controlling Party will not settle or suggestions regarding otherwise compromise such Tax proceeding from Claim without the Tax Indemnified other Party’s written consent, which will not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party claim shall be made by any Taxing Authority for which Seller is or may be liable pursuant to this Agreement, Buyer shall notify Seller in writing within ten (the “Tax Indemnified Party”10) becomes aware Business Days of the existence receipt by Buyer of a Tax issue that may give rise to an indemnification notice of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). (b) With respect to any Tax Claim, the Seller, at Seller’s expense, shall control all proceedings taken in connection with such Tax Indemnified Party Claim (including selection of counsel), and Buyer shall notify the Tax Indemnifying Party execute or cause to be executed powers of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice attorney or other document received from any Taxing Authority and communications documents necessary to enable Seller to take all actions desired by Seller with any Taxing Authority relating respect to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 ControversyClaim. Seller shall notify Purchaser of any impending settlement, compromise and/or concession of any Tax Controversy permit Buyer to participate in (or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(abut not control), Purchaser at Buyer’s sole cost and Seller shall jointly represent their interests in expense, such Tax Controversy, shall employ proceeding through counsel of their mutual choice chosen by Buyer and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Controversy. 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, 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 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 Tax Indemnified Party Buyer reasonably informed as to the progress status of such proceeding. Seller may in its sole discretion pursue or forego any Tax proceeding and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable Claim, and may initiate any claim for refund, file any amended return, or take any other action which is deemed appropriate by or Seller with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from Claim. Notwithstanding the foregoing, Seller and Buyer shall jointly control all proceedings in connection with any Tax Indemnified PartyClaim relating solely to Taxes for a Straddle Period, and all costs and expenses related to such proceedings shall be borne 50% by Buyer and 50% by Seller. No party shall settle a Tax Claim relating solely to Taxes of Lodi Gas and Lodi Development 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). (c) Buyer and its Affiliates (including after the Closing, Lodi Gas and Lodi Development), on the one hand, and Seller, on the other hand, shall cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, at the contesting party’s request and expense, the provision of records and information which 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.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a. If an inquiry, an audit or a party (the “claim shall be initiated by any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority which, if successful, might result in an indemnity payment pursuant to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”)9.4, the Tax Indemnified Party shall notify the Tax Indemnifying Party within ten (10) Business Days of the such claim (a “Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyClaim”); provided, however, that a the failure to give such notice will shall not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, provided hereunder except to the extent that the Tax Indemnifying Party is has actually been prejudiced thereby. In the event that after the Closing Dateas a result of such failure, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentreimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such notice of Tax Claim been timely delivered. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of i. With respect to any Tax Controversy with respect to the Company or any of the Company Subsidiaries Claim relating to a PostPre-Closing Tax Period. In the case Period (other than a Pre-Closing Period that is a part of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aStraddle Period), Seller Sellers shall have the exclusive right, subject to Purchaser’s opportunity to review and comment, to control the handlingall inquiries, settling audits 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 Period Proceedings and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 may make all decisions taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on Claim, including all decisions to grant or deny any settlement waiver or other disposition extension of the Tax Controversy with respect to a Straddle Periodapplicable statute of limitation. In the event Purchaser and Seller are unable to agree regarding any aspect Sellers’ direction of the conduct of any such Tax Controversy, the decision these proceedings 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 at Sellers’ own expense; provided, however, that Sellers may not settle, compromise or take any other 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to Claim that results in any increased Tax Liability or reduction of any Tax Asset of the extent such Tax proceeding relates to Taxes payable by Purchaser or the Purchaser’s tax group without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed. ii. The Purchaser shall control all Proceedings with respect to any Tax Claim relating to any Straddle Period and any other Post-Closing Tax Period (whether or not it is part of a Straddle Period). Sellers shall have the right to participate in the defense of any Tax Claim relating to a Straddle Period for which they have an indemnity obligation under Articles IX or X, and shall have the right to employ professional advisors and counsel, at Seller’s own expense, separate from the professional advisors and counsel employed by the Purchaser. Both the Purchaser and Sellers shall in good faith cooperate with one another with respect to any such Tax Claims, and the Purchaser shall not unreasonably reject any suggestions made by Sellers with respect to such Tax Claims. Such cooperation shall include the retention and (upon Sellers’ request) the provision to Sellers of records and information that are reasonably relevant to such Tax Claims (including copies of all protests, pleadings, briefs, filings, correspondence and similar materials relative to such Tax Claims), making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and cooperating and assisting in the investigation, defense and resolution of such Tax Claims. The Purchaser’s direction of these Proceedings shall be at the Purchaser’s own expense; provided however, that the Purchaser may not settle, compromise or tax any other action with respect to a Tax Claim that results in any increased Tax Liability or reduction of any Tax Asset of the Sellers without the prior written consent of Sellers, which shall not be unreasonably withheld or delayed. iii. The Persons bearing the Liability or obligation to indemnify for any Taxes described under Section 9.4 shall be entitled to any refunds or credits of such Taxes. The Purchaser shall cause the Company and the Acquired Companies to promptly pay to Sellers any refunds or credits that are received or used in any manner by the Purchaser, the Company Subsidiaries and/or the Acquired Companies and are due to Sellers pursuant to the terms of this Section 9.5(a)(iii), and the Sellers shall consider in good faith promptly pay to the Purchaser any written comments refunds or suggestions regarding such Tax proceeding from credits that are received or used by Sellers and are due the Tax Indemnified PartyPurchaser pursuant to the terms of this Section 9.5(a)(iii).

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly If, after a party the Closing Date, an audit, investigation, discussion with any taxing authority or similar proceeding with respect to Tax matters (the “"Tax Indemnified Party”Proceeding") becomes aware 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 8.02, the party receiving notice of the existence of a such Tax issue that may give rise to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against Proceeding shall promptly notify the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party in writing of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyProceeding; provided, however, that a failure to give such notice will shall not affect the indemnification obligations under Section 8.02, unless such failure materially prejudices the indemnifying party. (b) With respect to any Tax Indemnified Party’s rights Proceeding which might result in an indemnity payment pursuant to indemnification under this Article XISection 8.02(a), after the Closing Date Purchaser shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, 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 suxxx or contest the Tax Proceeding in any permissible manner. (c) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(b), the Seller shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, 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 suxxx 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 if either party shall refuse to consent to any settlement, closing or other agreement 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 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 Indemnifying Party is prejudiced thereby. In the event Proceeding if it acknowledges in writing that after the Closing Date, it has sole responsibility for any Tax Indemnified Party pays any liabilities that might arise in such Joint Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentProceeding. (iie) Except as otherwise provided in this Section 11.07(e)(ii)Notwithstanding the foregoing, after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy Proceeding which relates to the extent basis of Seller's assets for Dutch corporate income tax purposes as set forth on the Opening Tax Balance Sheet, following the date of this Agreement until the Closing Date, Seller shall regularly consult with Purchaser regarding all material activities and all strategic decisions of and relating to such Tax proceeding relates Proceedings prior to Taxes payable by undertaking such activities or with respect strategic decisions and shall take account of, reflect, or implement all of the Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, nothing in this Section 8.03(e) shall limit or modify the parties rights or obligations under section 5.01(j) or (k). Seller and Purchaser shall each bear its own expenses relating to the Company and the Company Subsidiaries and shall consider matters described in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partythis section.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “claim shall be made by any Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise authority, which, if successful, might result in an indemnity payment to an indemnification claim under Section 11.07 any Person hereunder (a “"Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”Indemnitee"), the Tax Indemnified Party Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnifying Party Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the Tax Indemnitor shall promptly forward not be liable to the Tax Indemnifying Party copies Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) With respect to any Tax Claim, the Tax Indemnitor shall control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the relevant portion of foregoing, may in its sole discretion pursue or forego any notice or other document received from any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating 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 the Tax Indemnitor shall not admit liability or settle, compromise or discharge a Tax Claim without giving 30 days' prior notice to such the Tax ControversyIndemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld or delayed; provided, however, that a the failure of the Tax Indemnitor to give such notice will to the Tax Indemnitee shall not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, provided hereunder except to the extent that the Tax Indemnifying Party is Indemnitee shall have been actually prejudiced therebyas a result of such failure. In the event that after the Closing DateThe Tax Indemnitee, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel each of its own choosingAffiliates, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the other’s representatives Tax Indemnitor's request) the provision to Tax Indemnitor of Records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis in a prompt and timely the manner in connection with Section 8.6 to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “claim shall be made by any Tax authority which, if successful, might result in an indemnity payment to any Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise Party pursuant to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”)7.2 hereof, the Tax Indemnified Party shall notify the Tax Indemnifying Party promptly of the such claim (a “Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyClaim”); provided, however, that a the failure to give such notice will shall not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such failure. (b) With respect to any Tax Claim relating to a Pre-Closing Tax Period or an Excluded Entity, the Seller shall 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 Indemnifying Party is prejudiced thereby. In Claim without the event 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 the Subject Companies) harmless against the full amount of any Tax Indemnified Party pays any Tax that is the responsibility of adjustment which may result from the Tax Indemnifying Party pursuant to Sections 11.07(a)Claim. Notwithstanding the foregoing, 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after Claim in respect of Taxes for which both the Closing Date that relates to Taxes Seller and the Buyer (or its Affiliates including the Subject Companies) could be liable, (i) each of the Company or a Company Subsidiary for which Seller would and the Buyer may participate in any proceeding relating to the Tax Claim and (ii) the proceeding shall 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 that party which would bear the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition burden of the Tax Controversy with respect to a Straddle Period. In the event Purchaser and Seller are unable to agree regarding any aspect greater portion of the conduct sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future periods; provided that the controlling party shall not settle or compromise such Tax Controversy, audit or proceeding without the decision shall prior written consent of the non-controlling party (such consent not to 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(cunreasonably withheld or delayed). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnified Party or Seller Indemnified Party pursuant to this Section 7.06, Purchaser (in the “Tax case of any claim in respect of which a Purchaser Indemnified Party”Party might be indemnified) becomes aware or Seller (in the case of the existence any claim in respect of which a Tax issue that may give rise to an indemnification Seller Indemnified Party might be indemnified) shall promptly notify Seller or Purchaser, as applicable, in writing of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). If notice of a Tax Claim is not given in accordance with the preceding sentence within a sufficient period of time to allow the party entitled to such notice to effectively contest such Tax Claim, or in reasonable detail to apprise such party of the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure such party shall not be liable to give such notice will not affect the Tax any Purchaser Indemnified Party or Seller Indemnified Party’s rights to indemnification under this Article XI, except as applicable, to the extent that the Tax Indemnifying Party such party’s position is materially prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (ii) Except as otherwise provided Subject to the next sentence, with respect to any Tax Claim relating solely to Taxes of either of the Companies for a Pre-Closing Tax Period, Seller shall control all proceedings taken in this 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 appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sxx 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 relating to Taxes of either of the Companies for a Straddle Period, or for any other period in respect of which Seller and Purchaser each are responsible for a portion of the applicable Taxes under Section 11.07(e)(ii)7.06(a) and 7.06(b) (A) each party may participate in all proceedings taken in connection with such Tax Claim, after at its expense, and (B) the Closing Dateproceedings taken in connection with such Tax Claim shall be controlled jointly by Seller and Purchaser. Subject to the preceding sentence, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period all administrative and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 judicial proceedings in connection with any such Tax ControversyClaim relating to a Tax for which indemnification may be sought under Section 7.06(b). (iii) In no case shall any Purchaser Indemnified Party settle or otherwise compromise any Tax Claim in respect of Taxes for which indemnification may be sought under Section 7.06(a) without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser and Seller Neither party shall mutually agree on any settlement or other disposition settle a Tax Claim relating solely to Taxes of either 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, 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 Companies for a Straddle Period without the other party’s prior written consent, which consent shall not be borne by Purchaser and unreasonably withheld, conditioned or delayed. In addition, in no case shall any Seller in the 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 Tax Indemnified Party reasonably informed as to the progress of settle or otherwise compromise any Tax proceeding with respect to a Tax Controversy to the extent Claim without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if such Tax proceeding settlement or compromise relates to Taxes payable by for which indemnification may be sought under Section 7.06(b) or with respect to the Company and the Company Subsidiaries and shall consider could result in good faith an increase in any written comments or suggestions regarding such Tax proceeding from the Tax Taxes of a Purchaser Indemnified PartyParty for which Seller is not responsible under Section 7.06(a).

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If any taxing authority shall notify a party hereto that it is making a claim which, if successful, might result in an indemnity payment by Newco to an Indemnified Management Stockholder pursuant to subsection B.4(a) (the “a "Tax Indemnified Party”Claim"), then such party shall give notice to Newco (or, if such party is Newco, Newco shall give notice to each Management Stockholder) becomes in writing of such Tax Claim within five days of becoming aware of the existence of a such Tax issue that Claim. Newco shall thereafter control at its sole risk and expense all proceedings and may give rise to an indemnification claim under Section 11.07 make all decisions taken in connection with such Tax Claim (a “Tax Controversy”including selection of counsel and settlement thereof) by it against and, without limiting the other party (the “Tax Indemnifying Party”)foregoing, may in its sole discretion and at its sole risk and expense 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 Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies claimed on behalf of the relevant portion of any notice Indemnified Management Stockholder and sue xxx a refund where applicable law permits such refund suits or other document received from any Taxing Authority and communications with any Taxing Authority relating to contest or settle such Tax ControversyClaim in any other permissible manner; provided, however, that a failure (i) Newco shall not have the authority to give such notice will not affect extend the Tax Indemnified Party’s rights statute of limitations with respect to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax without the relevant Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party Management Stockholder's consent (which consent shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(enot be unreasonably withheld) and 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), after the Closing Date, Purchaser shall Newco's control the conduct, through counsel of its own choosing, of any Tax Controversy contest or proceeding shall be limited to issues with respect to the Company Tax Claim and the relevant Indemnified Management Stockholder 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 Newco elects to pay the relevant Tax on behalf of an Indemnified Management Stockholder and sue xxx a refund, Newco shall indemnify and hold harmless the Company Subsidiaries Indemnified Management Stockholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in subsection B.4(a)) for any "taxes" (as defined in subsection B.4(d)(iii)) arising from such payment on such Indemnified Management Stockholder's behalf. In addition, Newco shall indemnify and hold harmless the Indemnified Management Stockholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in subsection B.4(a)) for any taxes arising from the payment of expenses by Newco incident to such contest or proceeding of such Tax Claim (including without limitation fees and disbursements of counsel and experts retained by Newco. If a claim by a taxing authority involves multiple issues, the contest of some of which are controlled by Newco hereunder, and the contest of others of which are controlled by an Indemnified Management Stockholder hereunder, and it is impossible to sever such issues, the choice of whether to pay the taxes relating to such multiple issues and sue xxx a Post-Closing refund (where available) or, instead, to contest such multiple issues without payment (such as in United States Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aCourt), 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, the decision shall be made by counsel employed the party (and agreed by both partiesNewco or the Indemnified Management Stockholder) to pursue such Tax Controversy on controlling the basis contest of counsel’s good faith judgment regarding the course of action that would produce issues involving 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partylarger potential liability for taxes.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If either Seller or Buyer receives a party (the “Tax Indemnified Party”) becomes aware written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 their respective affiliates (a “"Tax Controversy”) by it against Claim"), the party receiving such Tax Claim shall promptly notify the other party in writing of such Tax Claim. With respect to any Tax Claim (the “Tax Indemnifying Party”other than those relating solely to Taxes of any Company for a Straddle Period), the indemnifying party shall control all proceedings taken in connection with such Tax Indemnified Party shall notify Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion forgo 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 Indemnifying Party claimed and sue xxx a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the Tax issue other party concerning the most appropriate forum in which to proceed and thereafter other related matters (it being understood, however, that all such decisions shall promptly forward be left to the Tax Indemnifying Party copies sole discretion of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversyindemnifying party); provided, however, that a failure to give such notice will not affect in no case shall the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, indemnifying party settle or otherwise compromise any Tax Indemnified Party pays any Tax that is Claim without the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a)other party's prior written consent, 11.07(b), or 11.07(c), such Tax Indemnifying Party which consent shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser not be unreasonably withheld. Buyer shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on Claim relating solely to Taxes of any settlement or other disposition of the Tax Controversy with respect to Company for a Straddle Period. In Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the event Purchaser retention and Seller (upon request) the provision of records and information to the other party that are unable reasonably relevant to agree regarding any aspect of the conduct of any such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If any taxing authority shall notify a party hereto that it is making a claim which, if successful, might result in an indemnity payment by Mariner LLC or a subsidiary to an Indemnified Management Shareholder pursuant to Section B.1 (the “a "Tax Indemnified Party”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) becomes in writing of such Tax Claim within five days of becoming aware of the existence of a such Tax issue that Claim. Mariner LLC shall thereafter control at its sole risk and expense all proceedings and may give rise to an indemnification claim under Section 11.07 make all decisions taken in connection with such Tax Claim (a “Tax Controversy”including selection of counsel and settlement thereof) by it against and, without limiting the other party (the “Tax Indemnifying Party”)foregoing, may in its sole discretion and at its sole risk and expense 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 Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies claimed on behalf of the relevant portion of any notice Indemnified Management Shareholder and sue xxx a refund where applicable law permits such refund suits or other document received from any Taxing Authority and communications with any Taxing Authority relating to contest or settle such Tax ControversyClaim in any other permissible manner; provided, however, that a failure (i) Mariner LLC shall not have the authority to give such notice will not affect extend the Tax Indemnified Party’s rights statute of limitations with respect to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax without the relevant Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party Management Shareholder's consent (which consent shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(enot be unreasonably withheld) and 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), after the Closing Date, Purchaser shall Mariner LLC's control the conduct, through counsel of its own choosing, of any Tax Controversy contest or proceeding shall be limited to issues with respect to the Company Tax 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 an Indemnified Management Shareholder and sue xxx a refund, Mariner LLC shall indemnify and hold harmless the Company Subsidiaries 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 controlled by Mariner LLC hereunder, and the contest of others of which are controlled by an Indemnified Management Shareholder hereunder, and it is impossible to sever such issues, the choice of whether to pay the taxes relating to such multiple issues and sue xxx a Post-Closing refund (where available) or, instead, to contest such multiple issues without payment (such as in United States Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aCourt), 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, the decision shall be made by counsel employed the party (and agreed by both partiesMariner LLC or the Indemnified Management Shareholder) to pursue such Tax Controversy on controlling the basis contest of counsel’s good faith judgment regarding the course of action that would produce issues involving 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partylarger potential liability for taxes.

Procedures Relating to Indemnification of Tax Claims. If a written claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer or one of its affiliates pursuant to Section 15(a), the Buyer shall promptly notify the Shareholder in writing of such claim (i) Promptly after a party (the “"Tax Indemnified Party”) becomes aware of the existence Claim"). If notice of a Tax issue Claim ("Tax Notice") received by the Buyer, the Company or any of its Subsidiaries after the Closing Date is not given to the Shareholder within a sufficient period of time to allow the Shareholder to effectively contest such Tax Claim (provided, that may give rise to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”in no event will such period be less than 20 business days), the Tax Indemnified Party Shareholder shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward not be liable to the Tax Indemnifying Party copies Buyer or any of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except its affiliates to the extent that the Tax Indemnifying Party Shareholder's position is actually prejudiced therebyas a result thereof. In the event that after the Closing Date, With respect to any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five Claim (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation except 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that extent it relates to Taxes of the Company or and its Subsidiaries for a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(aStraddle Period), Seller the Shareholder shall control the handling, settling or contesting of any all proceedings taken in connection with such Tax ControversyClaim (including, without limitation, selection of counsel) and, without 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 and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, provided that the Shareholder shall take no position that would adversely affect the Company and its Subsidiaries after the Closing Date. Seller The Shareholder and the Buyer shall notify Purchaser of any impending settlement, compromise and/or concession of jointly control all proceedings taken in connection with any Tax Controversy (or portion thereof) controlled by Seller pursuant Claim to this Article XI). In the case extent it relates to Taxes of a Tax Controversy with respect to the Company and its Subsidiaries for a Straddle Period Period. The Buyer, the Company and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser its Subsidiaries and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel each of their mutual choice and respective affiliates shall cooperate with the other Shareholder in contesting any Tax Claim at the expense of the Shareholder, which cooperation shall include, without limitation, the retention and (upon the other’s representatives in a prompt Shareholder's request) the provision to the Shareholder of records and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on convenient basis to provide additional information or explanation of any settlement material provided hereunder or other disposition of the to testify at proceedings relating to such Tax Controversy with respect to a Straddle PeriodClaim. In no case shall the event Purchaser and Seller are unable to agree regarding any aspect of Buyer or the conduct of any such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of Company settle or otherwise compromise any Tax proceeding with respect to a Tax Controversy to Claim without the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and Shareholder's prior written consent, which consent shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partynot be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the Party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other 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 ("Election Notice") within 30 days after (i) Promptly after the date on which Sellers receives notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a party (the “Tax Indemnified Party”) 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 Taxing Authority or any other party (the “Tax Indemnifying Party”Person), or (ii) the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward date on which Sellers delivered to the Tax Indemnifying Party copies of the relevant portion Buyer notice of any such Tax Claim (with respect to Tax Claims as to which Sellers first received notice or other document received from any a Taxing Authority or any other Person). With respect to any Tax Claim 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 Claim that would result in any Tax detriment to any Tax Indemnitee. Sellers shall inform Buyer of all developments and communications with any Taxing Authority events relating to such Tax Controversy; provided, however, that a failure Claim (including providing to give Buyer copies of all written materials relating to such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(aClaim), 11.07(b)and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to attend, but not participate in or 11.07(c)control, all conferences, meetings and proceedings relating to such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (iic) Except as otherwise If, with respect to any Tax Claim, Sellers fails to deliver an Election Notice to Buyer within the period provided in this Section 11.07(e)(ii)9.9(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, after then Buyer shall at any time thereafter have the Closing Dateright (but not the obligation) to defend or prosecute such Tax Claim, Purchaser at the sole cost, expense and risk of Sellers. Buyer shall have full control the conductof such defense or prosecution and such proceedings, through counsel of including any settlement or compromise thereof. Sellers shall cooperate in good faith with Buyer and its own choosingauthorized representatives in order to contest effectively such Tax Claim. Sellers may attend, but not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Controversy Claim controlled by Buyer pursuant to this Section 9.9(c), and shall bear its own costs and expenses with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Periodthereto. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 (Claim that is defended or portion thereof) controlled prosecuted by Seller Buyer pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a9.9(c), Purchaser Buyer shall be entitled upon demand to prompt payment from Sellers for any and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice all costs and shall cooperate with the other and the other’s representatives in a prompt and timely manner expenses incurred by Buyer in connection with such defense or 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 Controversy. Purchaser and Seller shall mutually agree Claim), in each case 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If 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 pursuant to Section 8.1, the party (the “Tax Indemnified Party”) becomes aware receiving notice of the existence of a Tax issue that may give rise to an indemnification such audit, investigation, similar proceeding or claim under Section 11.07 (a “Tax Controversy”) by it against shall promptly notify the other party in writing of such audit, investigation, similar proceeding or claim (the “a "Tax Indemnifying Party”Proceeding"), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will shall not affect the Tax Indemnified Party’s rights to indemnification obligations under this Article XI, except to Section 8.1 unless such failure materially prejudices the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentindemnifying party. (iib) Except as otherwise provided With respect to any Tax Proceeding which might result in this an indemnity payment pursuant to Section 11.07(e)(ii8.1(a), after the Closing DateSeller shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, Purchaser without limiting the foregoing, may with the consent of the other party (which consent shall control 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 conduct, through Tax claimed and sue for a refund where applicable Law permits such refund suits or xxxtest the Tax Proceeding in any permissible manner. 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 own choosing, of choice for such purpose. (c) With respect to any Tax Controversy Proceeding which might result in an indemnity payment pursuant to Section 8.1(b), the Buyer shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, 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 the Buyer, shall cause the Company or Company Subsidiaries, as appropriate, to provide the Seller) with copies of all material documents with respect to the Company or aforementioned Tax Proceedings. Notwithstanding the foregoing, the Buyer and the Seller shall jointly control all proceedings taken in connection with (i) any of the Company Subsidiaries Tax Proceeding relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates solely to Taxes of the Company or a Company 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 Period and for (ii) any Tax Proceeding which Seller would be required to indemnify Purchaser might result in both an indemnity payment pursuant to Section 11.07(a8.1(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 party's prior written consent (which consent may not be unreasonably withheld). (e) The Buyer, Purchaser the Company and Seller shall jointly represent their interests in such Tax Controversythe Company Subsidiaries, shall employ counsel of their mutual choice on the one hand, and the Seller, on the other hand, shall cooperate with each other in contesting any Tax Proceeding, which cooperation shall include the retention and (upon the other party's request) the provision of records and the other’s representatives in a prompt and timely manner in connection with any information which are reasonably relevant to such Tax Controversy. Purchaser Proceeding, and Seller shall making employees available on a mutually agree on convenient basis to provide additional information or explanation of any settlement material provided hereunder or other disposition to testify at proceedings relating to such Tax Proceeding and, in the case 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 ControversyBuyer, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to causing the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyto so cooperate.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a If one party is responsible for the payment of Taxes pursuant to Sections 8.01-8.03 (the “"Tax Indemnified Indemnifying Party”) 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 "), and the other party (the “"Tax Indemnifying Indemnified Party”)") receives a Tax Claim with respect to such Taxes, the Tax Indemnified Party shall notify promptly deliver a copy of such notice to the Tax Indemnifying Party Party. If a copy of the a Tax issue and thereafter shall promptly forward Claim is not given to the Tax Indemnifying Party copies within a sufficient period of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating time to allow such party effectively to contest such Tax Controversy; providedClaim, however, that a failure the Tax Indemnifying Party shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIParty (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is actually prejudiced thereby. In the event that after the Closing Date, as a result thereof. (b) With respect to any Tax Indemnified Party pays any Tax that is the responsibility of Claim, the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), shall assume and control all proceedings taken in connection with such Tax Indemnifying Party shall within five Claim (5including selection of counsel) Business Days reimburse and pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may either pay the Tax Indemnified Partyclaimed and sue for a refund or contest the Tax Claim in any permissible manner xx its own expense; provided provided, however, that the Tax Indemnified Party has complied with the provisions right to review and approve the settlement of the Tax Claim, such approval shall not be reasonably withheld. Notwithstanding anything herein to the contrary, 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 which Seller has the right to control pursuant to the first sentence of this Section 11.07(e) and has given documentation 8.05, Seller shall promptly pay or cause the Escrow Agent to pay to the Tax Indemnifying Party establishing the fact and Taxing authority directly the amount of payment. any Liability as finally determined (ii) Except as otherwise provided in this Section 11.07(e)(ii)that if Seller elects to sue for refund or contest such Liabilities, after the Closing Date, Purchaser it shall control the conduct, through counsel of its own choosing, of make or cause txx Escrow Agent to make any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary payment for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(arefund is sought), 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If one party is responsible for the payment of Taxes under Section 10.01 or is otherwise responsible under the indemnification provisions of Section 10.01 for a party (the “Tax Indemnified Party”) becomes aware of the existence of Loss relating to 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 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 Taxes or becomes aware of such Loss, the Tax Indemnified Party shall use reasonable efforts to notify the Tax Indemnifying Party in writing of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; providedClaim or Loss. Failure to deliver the aforementioned notice, however, that a failure to give such notice will shall not affect limit the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility liability of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party. (b) Subject to Section 10.10(d), with respect to any Tax Claim for which Purchaser is the Tax 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 appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sxx for a refund where Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; (c) The Sellers and each of their respective affiliates shall cooperate with Purchaser in contesting any Tax Claim, which cooperation shall include the retention and (on the Purchaser’s request) the provision to the Purchaser of records and information reasonably relevant to such Tax Claim, and making employees reasonably available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (d) In no case shall Purchaser or the Companies or their subsidiaries or any of their respective officers, directors, employees, stockholders, agents, representatives or affiliates settle or otherwise compromise any Tax Claim or Loss for which indemnification may be provided under Section 10.01(a) without the prior written consent 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 of their subsidiaries for a Straddle Period without the other party’s prior written consent, which consent may not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party claim shall be made by any Taxing authority, that, if successful, might result in an indemnity payment to a Purchaser Indemnified Party pursuant to this Section 9.03, a Purchaser Indemnified Party shall promptly notify Shareholder in writing of such claim (the “Tax a "TAX CLAIM"). If a Purchaser Indemnified Party”) becomes aware of the existence Party has notice of a Tax issue that may give rise Claim and if notice of such Tax Claim is not given to an indemnification claim under Section 11.07 (Shareholder within a “sufficient period of time to allow Shareholder to effectively contest such Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”)Claim, the Tax Shareholder shall not be liable to any Purchaser Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party Shareholder's position is actually prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (ii) Except as With respect to any Tax Claim (except to the extent otherwise provided in clause (iii) and (iv) of this Section 11.07(e)(ii9.03(e)), after Shareholder may, at his election, control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel which is reasonably acceptable to Purchaser) and, without limiting the Closing Dateforegoing, 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 claimed and sue xxx a refund where applicable law permits such refund suits or contest the Tax claim in any permissible manner. If Shareholder does not elect to control such proceedings, then Purchaser (or Fan Asylum or its affected Subsidiaries) shall control them, but shall not settle any issue without the conductconsent of Shareholder, through counsel which consent shall not be unreasonably withheld or delayed. (iii) The Shareholder may elect to participate with the Purchaser (or Fan Asylum or any affected Subsidiary) in the joint control of its own choosing, of all proceedings taken in connection with any Tax Controversy with respect Claim to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that extent it relates to Taxes of the Company Fan Asylum or its Subsidiaries for a Company Subsidiary for which Seller would be required Straddle Period. If Shareholder does not elect to indemnify participate in joint control of a proceeding, then Purchaser pursuant to Section 11.07(a), Seller (or Fan Asylum or its affected Subsidiaries) shall control the handlingproceedings, settling but shall not settle any issue without the consent of Shareholder, which consent shall not be unreasonably withheld or contesting of any such Tax Controversy. Seller shall notify delayed. (iv) The Shareholder may elect to participate with the Purchaser of any impending settlement, compromise and/or concession of any Tax Controversy (or portion thereofFan Asylum or any affected Subsidiary) controlled by Seller pursuant to this Article XI). In in the case joint control of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 all proceedings taken in connection with any Tax Claim under clause (ii) of this paragraph if a Purchaser Indemnified Party may not be fully indemnified for such Tax ControversyClaim as a result of limitations contained in this Article IX. If Shareholder does not elect to participate in joint control, then the Purchaser and Seller (or Fan Asylum or any affected Subsidiary) shall mutually agree on control the proceedings, but shall not settle any settlement issue without the consent of Shareholder, which consent shall not be unreasonably withheld or other disposition of the Tax Controversy delayed. (v) In no case shall Purchaser, Fan Asylum or its Subsidiaries admit any liability with respect to a Straddle Periodto, or settle, compromise or discharge, any Tax Claim without Shareholder's prior written consent, which consent shall not be unreasonably withheld or delayed. In the event Purchaser and Seller are unable to agree regarding no case shall Shareholder admit any aspect of the conduct of any such Tax Controversy, 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 liability with respect to, or settle, compromise or discharge, any Tax Claim relating to Taxes of Fan Asylum and its Subsidiaries for a Straddle Period without Purchaser's prior written consent, which consent shall not be borne by Purchaser and Seller in the 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by unreasonably withheld or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partydelayed.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a party (the “Tax Indemnified "First Party”) becomes aware "), one of its affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 12.1, the existence First Party shall promptly and in any event no more than 30 days following the First Party's receipt of a Tax issue that may written notice of such claim, give rise notice to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “"Second Party") in writing of such claim (a "Tax Indemnifying Party”Claim"), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a the failure of the First Party to give such notice will 100 105 shall not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, provided hereunder except to the extent that the Second Party has been actually prejudiced as a result 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 Claim relating to a Pre-Closing Tax Period for which Bordxx xxx indemnified MergerCo, Bordxx xxxll 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 appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnifying Party is prejudiced therebyclaimed and sue xxx a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. In the event that after the Closing Date, With respect to any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating Claim related to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to which MergerCo has otherwise indemnified Bordxx, XxrgerCo shall control proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the Company 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 Company Subsidiaries Tax claimed or sue xxx a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent that any Tax Claim relates to both a Pre-Closing Tax Period and a Post-Closing Tax Period, or to a Tax Claim for which both parties may be obligated, Bordxx xxx MergerCo shall jointly participate in the resolution of such Tax Claim and shall consider each proceed in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.to achieve a mutually agreeable result. 106

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made to an indemnified party by any taxing authority, which, if successful, might result in an indemnity payment pursuant to Section 9.01 (ia "Tax Claim") Promptly after a by any indemnifying party, the indemnified party (shall promptly notify the “indemnifying party in writing of such Tax Indemnified Party”) becomes aware of the existence Claim. Failure to give notice of a Tax issue that may give rise Claim shall not affect the rights of the indemnified party, any of its Affiliates or any of its respective officers, directors, employees, stockholders, agents or representatives, to an indemnification claim under Section 11.07 unless the indemnifying party's position is materially prejudiced as a result thereof. With respect to any Tax Claim relating to a Pre-Closing Tax Period (other than a “Tax Controversy”) by it against Claim relating solely to Taxes of the other party (the “Tax Indemnifying Party”Company for a Straddle Period), the Tax Indemnified Party Sellers shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice control all audits or other document received from any Taxing Authority and communications proceedings taken in connection with any Taxing Authority relating to such Tax ControversyClaim; provided, however, that a failure the Buyer shall have the right to give participate in any such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except audit or proceeding to the extent that any such audit or proceeding may affect the Tax Indemnifying Party is prejudiced therebyliability of the Buyer, any of its Affiliates or the Company for any period ending after the Closing Date and to employ counsel of its choice at its own expense for purposes of such participation. In Notwithstanding anything to the event contrary contained or implied in this Agreement, without the prior written approval of the Buyer, neither the Sellers nor any Affiliate of the Sellers shall 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 affect the Tax liability of the Buyer, any of its Affiliates, or the Company for any period ending after the Closing Date, any . Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.Matters

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (claim shall be made by any Taxing Authority for which the “Tax Indemnified Party”) becomes aware Seller is or may be liable pursuant to this Agreement, the Buyer shall promptly notify the Seller in writing of receipt by the existence Buyer of a Tax issue that may give rise to an indemnification notice of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). (b) With respect to any Tax Claim relating to a Pre-Closing Period, the Seller, at the Seller’s expense, shall control all proceedings taken in connection with such Tax Indemnified Party Claim (including selection of counsel), and the Buyer shall notify 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 Indemnifying Party of Claim. The Seller shall permit the Tax issue Buyer to participate in (but not control), at the Buyer’s sole cost and thereafter expense, such proceeding through counsel chosen by the Buyer and shall promptly forward keep the Buyer reasonably informed as to the Tax Indemnifying Party copies status of the relevant portion of such proceeding. The Seller may in its sole discretion pursue or forego any notice or other document received from any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating with respect to such Tax Controversy; providedClaim relating to a Pre-Closing Period, howeverand may initiate any claim for refund, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, file any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b)amended return, or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse take any other action which is deemed appropriate by the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy Seller with respect to such Tax Claim. Notwithstanding the Company or foregoing, the Seller and the Buyer shall jointly control all proceedings in connection with any of Tax Claim relating solely to Taxes for a Straddle Period, and all costs and expenses related to such proceedings shall be borne 50% by the Company Subsidiaries relating to a Post-Closing Tax PeriodBuyer and 50% by the Seller. In the case of No Party shall settle a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company or a Company Subsidiary any of its Subsidiaries 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 Period without the other Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and for which Seller would consent shall be required considered to indemnify Purchaser pursuant be unreasonably withheld if such settlement has no adverse effect on the other Party). With respect to Section 11.07(a)any Tax Claim not relating to a Pre-Closing Period or a Straddle Period, Purchaser and Seller shall jointly represent their interests in such Tax Controversythe Buyer, at the Buyer’s expense, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner control all proceedings taken in connection with any such Tax Controversy. Purchaser Claim. (c) The Buyer and Seller its Affiliates (including after the Closing, the Company and its Subsidiaries), on the one hand, and the Seller, on the other hand, shall mutually agree on reasonably cooperate with each other in contesting any settlement Tax Claim relating to a Pre-Closing Period or other disposition of the Tax Controversy with respect to a Straddle Period. In , which cooperation shall include the event Purchaser retention and, at the contesting Party’s request and Seller expense, the provision of records and information that are unable reasonably relevant to agree regarding any aspect of the conduct 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 Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a If one party is responsible for the payment of Taxes pursuant to Sections 8.01-8.03 (the “"Tax Indemnified Indemnifying Party”) 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 "), and the other party (the “"Tax Indemnifying Indemnified Party”)") receives a Tax Claim with respect to such Taxes, the Tax Indemnified Party shall notify promptly deliver a copy of such notice to the Tax Indemnifying Party Party. If a copy of the a Tax issue and thereafter shall promptly forward Claim is not given to the Tax Indemnifying Party copies within a sufficient period of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating time to allow such party effectively to contest such Tax Controversy; providedClaim, however, that a failure the Tax Indemnifying Party shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIParty (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is actually prejudiced thereby. In the event that after the Closing Date, as a result thereof. (b) With respect to any Tax Indemnified Party pays any Tax that is the responsibility of Claim, the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), shall assume and control all proceedings taken in connection with such Tax Indemnifying Party shall within five Claim (5including selection of EXECUTION COPY counsel) Business Days reimburse and pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may either pay the Tax Indemnified Partyclaimed and sue for a refund or contest the Tax Claim in any permissible manner xx its own expense; provided provided, however, that the Tax Indemnified Party has complied with the provisions right to review and approve the settlement of the Tax Claim, such approval shall not be reasonably withheld. Notwithstanding anything herein to the contrary, 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 which Seller has the right to control pursuant to the first sentence of this Section 11.07(e) and has given documentation 8.05, Seller shall promptly pay or cause the Escrow Agent to pay to the Tax Indemnifying Party establishing the fact and Taxing authority directly the amount of payment. any Liability as finally determined (ii) Except as otherwise provided in this Section 11.07(e)(ii)that if Seller elects to sue for refund or contest such Liabilities, after the Closing Date, Purchaser it shall control the conduct, through counsel of its own choosing, of make or cause xxx Escrow Agent to make any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary payment for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(arefund is sought), 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the “"Tax Indemnified Indemnifying Party”) 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 "), and the other party (the “"Tax Indemnifying 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 shall, as soon as commercially practicable, notify the Tax Indemnifying Party in writing of the such Tax issue and thereafter shall promptly forward Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party copies of as soon as commercially practicable, the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating Tax Indemnifying Party shall not be liable to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIParty (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party's position is actually prejudiced as a result thereof. 9.6.2.2 The Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Dateshall compromise, defend or settle, at its own expense, any Tax Indemnified Party pays any Claim and shall have the right to make all judgments and decisions in respect of such compromise, defense or settlement of such Tax that is Claim. Without limiting the responsibility of foregoing, the Tax Indemnifying Party pursuant to Sections 11.07(a)may pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, 11.07(b), and may either pay the Taxes claimed and sue for a refund or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse contest the Tax Indemnified PartyClaim in any permissible manner at xxs own expense; provided provided, however, that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e(i) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the a Company or a Company 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 Period Period, Sellers and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser Claim, and Seller shall mutually agree (ii) if any Tax Claim could reasonably be expected to have an adverse effect on (A) Purchaser, any settlement Company, any Subsidiary or other disposition any of their Affiliates in any taxable period beginning after the Closing Date, the Tax Controversy with respect to a Straddle Period. In Claim shall not be settled or resolved without Purchaser's prior written consent, which consent shall not be unreasonably delayed or withheld or (B) Sellers or any of their Affiliates in any taxable period ending on or before the event Purchaser and Seller are unable to agree regarding any aspect of the conduct of any such Tax ControversyClosing Date, the decision Tax Claim shall not 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 settled or resolved without Sellers' prior written consent, which consent shall not be borne by Purchaser and Seller in the same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c)unreasonably delayed or withheld. The Tax Indemnifying Party shall keep shall, as soon as commercially practicable, provide in writing and in reasonable detail the Tax Indemnified Party reasonably informed as to the progress nature of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates Claims that could reasonably be expected to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from 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, 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 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. (i) Promptly after If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to a party (the “Tax Indemnified "First Party”) becomes aware "), one of its Affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 9.4, the existence First Party shall promptly and in any event no more than 30 days following the First Party's receipt of a Tax issue that may such claim, give rise notice to an indemnification claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “"Second Party") in writing of such claim (a "Tax Indemnifying Party”Claim"), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. With respect to any Tax Indemnified Party’s rights Claim relating to indemnification under this Article XIany Pre-Closing Tax Period or any Straddle Period, except the applicable Seller shall 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 appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed (with its own funds) and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that to the extent that the Tax Indemnifying Party is prejudiced thereby. In settlement of an issue raised in such a proceeding could materially affect the event that liability for Taxes of Buyer or an IPC Entity for any period ending after the Closing Date, the applicable Seller shall not settle such issue without the consent of Buyer, which shall not be unreasonably withheld. The applicable Seller shall keep Buyer informed of the progress of any such Tax Claim and proceeding. The Buyer shall control all proceedings with respect to any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant Claim relating to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), a taxable period beginning after the Closing Date; provided, Purchaser shall control the conducthowever, through counsel of its own choosing, of any Tax Controversy with respect that to the Company or any extent that the settlement of an issue raised in such a proceeding could materially affect the liability for Taxes of the Company Subsidiaries relating to a Postapplicable Seller or an IPC Entity for any Pre-Closing Tax Period. In Period (or portion thereof), the case of a Tax Controversy after Buyer shall not settle such issue without the Closing Date that relates to Taxes consent of the Company or a Company Subsidiary for applicable Seller, which shall not be unreasonably withheld. The Buyer shall keep the applicable Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control informed of the handling, settling or contesting progress of any such Tax ControversyClaim and proceeding. Seller The Seller, the Buyer, each of the Companies (as applicable) and each of their respective Affiliates shall notify Purchaser reasonably cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, upon the request of the party or parties controlling proceedings relating to such Tax Claim, the provision to such party or parties 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 impending settlement, compromise and/or concession of any Tax Controversy (material provided hereunder or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect testify at proceedings relating to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party claim shall be made by any Governmental Authority, for which Seller is or may be liable pursuant to this Agreement, the Buyer shall notify Seller in writing within ten (the “Tax Indemnified Party”10) becomes aware days of the existence of a Tax issue that may give rise to an indemnification such claim under Section 11.07 (a “"Tax Controversy”Claim"). (b) by it against the other party With respect to any Tax Claim, Seller, at Seller's expense, shall control all proceedings taken in connection with such Tax Claim (the “Tax Indemnifying Party”including selection of counsel), the Tax Indemnified Party and Buyer shall notify the Tax Indemnifying Party execute or cause to be executed powers of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice attorney or other document received from 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 Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect to such Tax Claim, and may 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 connection with any Tax Claim relating solely to Taxes for a Straddle Period, 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 the LIG Companies 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). (c) The Buyer and its Affiliates (including after the Closing, the LIG Companies), on the one hand, and the Seller, on the other hand, shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and, at the contesting party's request and expense, the provision 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 Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. Buyer or Seller, as the case may be, shall promptly 71 66 notify the other in writing of the commencement of any claim, audit, examination, or other 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"). 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 of any such asserted Tax Claim. If notice of a Tax Claim is not given by a party to the other party within a sufficient period of time to allow the other party to effectively contest such Tax Claim, or in reasonable detail to apprise the other party of the nature of the Tax Claim or if an indemnified party otherwise fails to follow the requirements of this Section 11(i), the other party shall not be liable to such party, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives and the amount of any indemnity payment pursuant to Section 11(a) shall be reduced, to the extent that the other party is harmed or its position is actually prejudiced as a result thereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), at Seller's election (to be made not later than 10 business days following Seller's receipt of a notification from Buyer that (i) Promptly after the Company has received from a party 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 Indemnified Party”) becomes aware 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 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 a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Seller may settle any issues and take any other actions in its discretion in connection with such audit or proceedings, and the results of the existence 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 audit or proceeding and by causing the Company, at Seller's reasonable request, to take such requested actions in the defense against or compromise of any claim in any 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 Indemnifying Party”audit or proceeding which Seller controls pursuant hereto), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue timely make available to 72 67 Seller all data and thereafter shall promptly forward other information reasonably requested by Seller in connection with such audit or proceedings and make employees available on a mutually convenient basis to the Tax Indemnifying Party copies of the relevant portion provide additional information or explanation of any notice material provided hereunder or other document received from any Taxing Authority and communications with any Taxing Authority to testify at proceedings relating to such Tax ControversyClaim. 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 Buyer, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company 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 failure "Proposed Settlement"), then (A) the liability with respect to give 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 notice will not affect 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 Indemnified Party’s rights to indemnification under this Article XI, audit or proceeding except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. Purchaser and Seller shall mutually agree on any final 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, the decision shall be made by counsel employed (and agreed by both parties) to pursue such Tax Controversy imposes less liability on the basis of counsel’s good faith judgment regarding party who proposed to accept the course of action that Proposed Settlement than the Proposed Settlement 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyhave imposed.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If either Seller or Buyer receives a party (the “Tax Indemnified Party”) becomes aware written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 their respective affiliates (a “"Tax Controversy”) by it against Claim"), the party receiving such Tax Claim shall promptly notify the other party in writing of such Tax Claim. With respect to any Tax Claim (the “Tax Indemnifying Party”other than those relating solely to Taxes of any Company for a Straddle Period), the indemnifying party shall control all proceedings taken in connection with such Tax Indemnified Party shall notify Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion forgo 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 Indemnifying Party claimed and xxx for a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the Tax issue other party concerning the most appropriate forum in which to proceed and thereafter other related matters (it being understood, however, that all such decisions shall promptly forward be left to the Tax Indemnifying Party copies sole discretion of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversyindemnifying party); provided, however, -------- -------- that a failure to give such notice will not affect in no case shall the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, indemnifying party settle or otherwise compromise any Tax Indemnified Party pays any Tax that is Claim without the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a)other party's prior written consent, 11.07(b), or 11.07(c), such Tax Indemnifying Party which consent shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser not be unreasonably withheld. Buyer shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on Claim relating solely to Taxes of any settlement or other disposition of the Tax Controversy with respect to Company for a Straddle Period. In Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the event Purchaser retention and Seller (upon request) the provision of records and information to the other party that are unable reasonably relevant to agree regarding any aspect of the conduct of any such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other parties hereto; provided that that the failure of Buyer to give such prompt notice to Seller of any 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 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 9.9(a). In order to defend or prosecute any such Tax Claim, each Seller shall notify Buyer that it elects to defend or prosecute such Tax Claim (“Election Notice”) within 30 days after (i) Promptly after the date on which such Seller received notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a party (the “Tax Indemnified Party”) 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 Taxing Authority or any other party (the “Tax Indemnifying Party”Person), or (ii) the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward date on which such Seller delivered to the Tax Indemnifying Party copies of the relevant portion Buyer notice of any such Tax Claim (with respect to Tax Claims as to which such Seller first received notice or other document received from any a Taxing Authority or any other Person). With respect to any Tax Claim 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 Claim that would result in any Tax detriment to any Tax Indemnitee. Each Seller shall inform Buyer of all developments and communications with any Taxing Authority events relating to such Tax Controversy; provided, however, that a failure Claim (including providing to give Buyer copies of all written materials relating to such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(aClaim), 11.07(b)and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to attend, but not participate in or 11.07(c)control, all conferences, meetings and proceedings relating to such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (iic) Except as otherwise If, with respect to any Tax Claim, any Seller fails to deliver an Election Notice to Buyer within the period provided in this Section 11.07(e)(ii)9.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, after then Buyer shall at any time thereafter have the Closing Dateright (but not the obligation) to defend or prosecute such Tax Claim, Purchaser at the sole cost, expense and risk of such Seller. Buyer shall have full control the conductof such defense or prosecution and such proceedings, through counsel of including any settlement or compromise thereof. Each Seller shall cooperate in good faith with Buyer and its own choosingauthorized representatives in order to contest effectively such Tax Claim. Each Seller may attend, but not participate in or control, any defense, prosecution, settlement, or compromise of any Tax Controversy Claim controlled by Buyer pursuant to this Section 9.10(c), and shall bear its own costs and expenses with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Periodthereto. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 (Claim that is defended or portion thereof) controlled prosecuted by Seller Buyer pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a9.10(c), Purchaser Buyer shall be entitled upon demand to prompt payment from Sellers for any and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice all costs and shall cooperate with the other and the other’s representatives in a prompt and timely manner expenses incurred by Buyer in connection with such defense or 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 Controversy. Purchaser and Seller shall mutually agree Claim), in each case 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyGrossed-Up Basis.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party (the “Tax Indemnified Party”) becomes aware of the existence claim for Taxes, including notice of a Tax issue that may give rise pending audit, shall be made by any Taxing Authority, which, if successful, might result in a claim for indemnity pursuant to an indemnification claim under Section 11.07 7.06(a) (any such claim, a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party party which receives such claim shall notify the other party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of an Indemnified Party to give such notice to an Indemnifying Party of shall not affect the Tax issue and thereafter shall promptly forward indemnification provided hereunder except to the Tax extent that the Indemnifying Party copies of has actually been prejudiced by such failure. (b) Parent shall control any Tax Claim with respect to any GNC Group Tax Return, and Buyer shall not participate in or control any such Tax Claim, provided that Parent shall keep Buyer reasonably informed as to the relevant portion status of any notice such Tax Claim that relates to the Business or otherwise relates directly to Nutra (other document received from than solely as a member of a Company Group). (c) With respect to any Taxing Authority and communications with any Taxing Authority Tax Claim relating to a Tax period ending on or prior to the Initial Closing Date not described in Section 7.07(b), Parent shall have the right to control the conduct of such Tax ControversyClaim unless Parent fails to provide Buyer with written notice of its election to control such Tax Claim within twenty (20) days of Parent’s receipt of notice of such Tax Claim in accordance with Section 7.07(a); provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except (i) Parent shall keep Buyer reasonably informed as to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility status of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. Claim, (ii) Except as otherwise provided in this Section 11.07(e)(ii), after if the Closing Date, Purchaser shall control resolution of such Tax Claim would reasonably be expected to have a material Effect on the conduct, through counsel Tax Liability of its own choosing, of any Tax Controversy with respect to the Company Buyer or any of the Company Subsidiaries relating to a its Affiliates (including Nutra) for any Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates , then Buyer shall be entitled to Taxes of the Company or a Company 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 participate in any such Tax ControversyClaim and (iii) Parent shall not settle or otherwise compromise such Tax Claim without Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed. Seller shall notify Purchaser of any impending settlement, compromise and/or concession of any If Parent does not elect to control a Tax Controversy (or portion thereof) controlled by Seller Claim pursuant to this Article XI). In Section 7.07(c) within the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)time period set forth above, Purchaser and Seller then Buyer shall jointly represent their interests in control such Tax ControversyClaim; provided, 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 Controversy. 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 Controversyhowever, the decision shall be made by counsel employed that (and agreed by both partiesA) 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party Buyer shall keep the Tax Indemnified Party Parent reasonably informed as to the progress 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 proceeding with respect Claim relating to a Straddle Tax Controversy Period, to the extent possible the Tax Items subject to such Tax proceeding relates to Claim shall be distinguished and segregated and each party shall control the defense and settlement of those Taxes payable by for which it is liable. If any Tax Item cannot be identified as being a Liability of only one party or with 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. With respect to any Tax Claim subject to this Section 7.07(d), (i) the Company and controlling party shall keep the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding other reasonably informed as to the status of such Tax proceeding from Claim, (ii) if the resolution of such Tax Claim would reasonably be expected to have a material adverse effect on the Tax Indemnified PartyLiability of the non-controlling party or any of its Affiliates (including in the case of Buyer, Nutra), then the non-controlling party shall be entitled to participate in any such Tax Claim and (iii) the controlling party shall not settle or otherwise compromise such Tax Claim without the other party’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnification indemnified party pursuant to Section 11(a), the indemnified party shall promptly give notice to the indemnifying party of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). If notice of a Tax Claim is not given to the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnified Party shall notify indemnifying party of the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, the indemnifying party shall promptly forward not be liable to the indemnified party. The indemnifying party shall have the right to control all proceedings taken in connection with such Tax Indemnifying Party copies Claim (including selection of counsel) and, without 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 and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. The indemnified party and each of their respective affiliates shall cooperate with the indemnifying party in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the indemnifying party’s request) the provision to the indemnifying party of records and information which are reasonably relevant portion to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any notice material provided hereunder or other document received from any Taxing Authority and communications with any Taxing Authority to testify at proceedings relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced therebyClaim. In no case shall the event that after the Closing Date, indemnified party settle or otherwise compromise any Tax Indemnified Party pays Claim without the indemnifying party’s prior written consent. Seller shall not settle any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect Claim relating to the Company in a manner that could adversely affect Buyer or any of the Company Subsidiaries relating without prior written consent of Buyer, such consent not to a Post-Closing Tax Periodbe unreasonably withheld. In the case of No party shall settle a Tax Controversy after the Closing Date that relates Claim relating to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the otherparty’s representatives in a prompt and timely manner in connection with any such Tax Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any prior written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyconsent.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If a party claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Indemnified Party or Seller Indemnified Party pursuant to this Section 8.06, Purchaser (in the “Tax case of any claim in respect of which a Purchaser Indemnified Party”Party might be indemnified) becomes aware or Seller (in the case of the existence any claim in respect of which a Tax issue that may give rise to an indemnification Seller Indemnified Party might be indemnified) shall promptly notify Seller or Purchaser, as applicable, in writing of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). If notice of a Tax Claim is not given in accordance with the preceding sentence within a sufficient period of time to allow the party entitled to such notice to effectively contest such Tax Claim, or in reasonable detail to apprise such party of the Tax Indemnified Party shall notify the Tax Indemnifying Party nature of the Tax issue Claim, in each case taking into account the facts and thereafter circumstances with respect to such Tax Claim, such party shall promptly forward not be liable to any Purchaser Indemnified Party or Seller Indemnified Party, as applicable, to the extent that such party’s position is materially prejudiced as a result thereof. (ii) Subject to the next sentence, with respect to any Tax Indemnifying Party copies Claim relating solely to Taxes of any of the relevant portion Companies, the Business or the Purchased Assets for a Pre-Closing Tax Period, Seller shall 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 notice or other document received from any Taxing Authority and communications all administrative appeals, proceedings, hearings and conferences with any Taxing Authority relating to with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or contest the Tax ControversyClaim in any permissible manner; provided, however, that a failure if Purchaser would be required to give indemnify any Seller Indemnified Party with respect to any such notice will Tax Claim, then (A) Purchaser shall have the right to participate in the defense of such Tax Claim and to employ counsel, at its own expense, separate from counsel employed by Seller, and (B) without the prior written consent of Purchaser (which consent shall not affect the be unreasonably withheld, conditioned or delayed), Seller shall not enter into any settlement of or otherwise compromise any such Tax Indemnified Party’s rights to indemnification under this Article XI, except Claim to the extent that it adversely affects the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility liability of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentPurchaser. (iiiii) Except as otherwise provided in this Section 11.07(e)(ii)With respect to any Tax Claim relating to Taxes of any of the Companies, after the Closing DateBusiness or the Purchased Assets for a Straddle Period, Purchaser shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the conductforegoing, through counsel of may in its own choosingsole discretion pursue or forego any and all administrative appeals, of proceedings, hearings and conferences with any Tax Controversy Taxing Authority with respect to thereto, and may, in its sole discretion, either pay the Company Tax claimed and sue for a refund where applicable Law permits such refund suits or contest the Tax Claim in any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which permissible manner; provided, however, if Seller would be required to indemnify any Purchaser pursuant Indemnified Party with respect to Section 11.07(a), Seller shall control the handling, settling or contesting of any such Tax Controversy. Claim, then (A) Seller shall notify have the right to participate in the defense of such Tax Claim and to employ counsel, at its own expense, separate from counsel employed by Purchaser and (B) without the prior written consent of any impending settlementSeller (which consent shall not be unreasonable withheld, compromise and/or concession of any Tax Controversy (conditioned or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(adelayed), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel not enter into any settlement of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with or otherwise compromise any such Tax Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy Claim to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from that it adversely affects the Tax Indemnified Partyliability of the Seller.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after a If one party is responsible for the payment of Taxes pursuant to Section 11.01 81 (the “Tax Indemnified Party”) 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 "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (the “Tax Indemnifying Party”)"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 the such Tax issue and thereafter shall promptly forward Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party copies 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 relevant portion nature of any notice or other document received from any Taxing Authority the Tax Claim, in each case taking into account the facts and communications circumstances with any Taxing Authority relating respect to such Tax Controversy; providedClaim, however, that a failure the Tax Indemnifying Party shall not be liable to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XIParty (or, except 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 materially prejudiced thereby. In the event that after the Closing Date, as a result thereof. (b) With respect to any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a)Claim, 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that for which the Tax Indemnified Party has complied not waived its rights to indemnification for Taxes under this Agreement, 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 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 xxr 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 with respect to any Clairol Entity for a Straddle Period, Seller and Buyer shall jointly control all proceedings taken in connection with any such Tax Claim. (c) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the provisions of this Section 11.07(eTax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) and has given documentation the provision to the Tax Indemnifying Party establishing the fact of records and the amount 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 paymentany material provided hereunder or to testify at proceedings relating to such Tax Claim. (iid) Except as otherwise provided in this Section 11.07(e)(ii)In no case shall Buyer, after the Closing DateBuyer Subsidiaries, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company Clairol Entities or any of the Company Subsidiaries relating to a Post-Closing their respective 82 officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax PeriodClaim without Seller's prior written consent. In the case of Neither party shall settle a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company or a Company Subsidiary the Clairol Subsidiaries 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any party's prior written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partyconsent.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If one party is responsible for the payment of Taxes under Section 10.01 or is otherwise responsible under the indemnification provisions of Section 10.01 for a party Loss relating to a Tax (the “"Tax Indemnifying Party"), and the other party to this Agreement (the "Tax Indemnified Party”") receives notice or otherwise becomes aware of the existence of a Tax issue that may give rise to an indemnification any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim under Section 11.07 (a “"Tax Controversy”Claim") by it against the other party (the “Tax Indemnifying Party”)with respect to such Taxes or becomes aware of such Loss, the Tax Indemnified Party shall use reasonable efforts to notify the Tax Indemnifying Party in writing of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; providedClaim or Loss. Failure to deliver the aforementioned notice, however, that a failure to give such notice will shall not affect limit the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility liability of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party. (b) Subject to Section 10.10(d), with respect to any Tax Claim for which Purchaser is the Tax 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 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 for a refund where Applicable Law permits such refund suits or cxxxest the Tax Claim in any permissible manner; (c) The Sellers and each of their respective affiliates shall cooperate with Purchaser in contesting any Tax Claim, which cooperation shall include the retention and (on the Purchaser's request) the provision to the Purchaser of records and information reasonably relevant to such Tax Claim, and making employees reasonably available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (d) In no case shall Purchaser or the Companies or their subsidiaries or any of their respective officers, directors, employees, stockholders, agents, representatives or affiliates settle or otherwise compromise any Tax Claim or Loss for which indemnification may be provided under Section 10.01(a) without the prior written consent 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 of their subsidiaries for a Straddle Period without the other party's prior written consent, which consent may not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after Notwithstanding any other provision of this Section 8.3, if a party (claim is made by any taxing authority, which, if successful, might result in an indemnity payment to ESI, the “Tax Companies, or one of their Affiliates or any of their respective representatives pursuant to this Article VIII, the Indemnified Party”) becomes aware Party receiving notice of such claim shall promptly give notice to the existence Indemnifying Party in writing of a Tax issue that may give rise to an indemnification such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”"TAX CLAIM"); PROVIDED, the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, howeverHOWEVER, that a failure to give such notice will shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (ii) With respect to any Tax Indemnified Party’s rights Claim relating to indemnification under this Article XIany Tax period beginning before and ending on or before the Closing Date, except the Shareholders' Agent shall contro 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 appeals, proceedings, hearings and conferences with any Governmental Entity serving as a Tax authority (a "TAXING AUTHORITY") with respect thereto, and may, in its sole discretion, either pay the Tax claimed (with its own funds) and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that to the extent that the Tax Indemnifying Party is prejudiced thereby. In settlement of an issue raised in such a proceeding could materially affect the event that liability for Taxes of ESI or the Companies for any period ending after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact ESI and the amount Shareholders' Agent shall have joint control over such proceeding, and the issue shall not be settled without the consent of paymentESI, which shall not be unreasonably withheld. (iiiii) Except as otherwise provided in this Section 11.07(e)(ii), With respect to any Tax Claim relating to any Tax period beginning before and ending after the Closing Date and with respect to any Tax Claim relating to a taxable period beginning after the Closing Date, Purchaser ESI shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the conductforegoing, through counsel of 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 (with its own choosingfunds) and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that to the extent that the settlement of an issue raised in such a proceeding could materially affect the liability for Taxes of any Seller (including, without limitation, any liability pursuant to this Agreement) for any Tax Controversy with respect to period beginning before and ending on or before the Company or any Closing Date, ESI shall not settle such issue without the consent of the Company Subsidiaries relating to a Post-Closing Tax Periodapplicable Seller, which shall not be unreasonably withheld. In ESI shall keep the case of a Tax Controversy after the Closing Date that relates to Taxes Shareholders' Agent informed of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control the handling, settling or contesting progress of any such Tax Controversy. Seller Claim and proceeding. (iv) ESI, each of the Sellers and each of the Companies (as applicable) and each of their respective Affiliates shall notify Purchaser reasonably cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, upon the request of the party or parties controlling proceedings relating to such Tax Claim, the provision to such party or parties 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 impending settlement, compromise and/or concession of any Tax Controversy (material provided hereunder or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect testify at proceedings relating to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a party claim shall be made by any Taxing Authority, for which Seller is or may be liable pursuant to this Agreement, Buyers shall notify Seller in writing within ten (the “Tax Indemnified Party”10) becomes aware business days of the existence receipt by Buyers of a Tax issue that may give rise to an indemnification notice of such claim under Section 11.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”). Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. (b) With respect to any Tax Claim, Seller, at Seller’s expense shall control all proceedings taken in connection with such Tax Claim (including selection of counsel), and enable Seller to take all actions that do not materially adversely affect the Tax Indemnified Party Buyer or BGC. Seller shall notify permit the Tax Indemnifying Party Buyers to participate in (but not control) such proceedings through counsel chosen by Buyers (but the fees and expenses of the Tax issue such counsel shall be paid by Buyers). Seller may in their sole discretion pursue or forego any and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority all administrative appeals, proceedings, hearings and communications conferences with any Taxing Authority relating with respect to such Tax Controversy; providedClaim, howeverand may initiate any claim for refund, that a failure file any amended return, or take any other action which is deemed appropriate by Seller with respect to give such notice will Tax Claim, provided such actions do not materially adversely affect the Buyers or BGC. Notwithstanding the foregoing, the Seller and Buyer shall jointly control all proceedings in connection with any Tax Indemnified Party’s rights Claim relating solely to indemnification under this Article XI, except to Taxes for a taxable period beginning before the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that Closing Date and ending after the Closing Date, any and shall jointly bear and pay costs and expenses related to such proceedings. No party shall settle a Tax Indemnified Party pays any Tax that is the responsibility Claim relating solely to Taxes of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a PostBGC Pre-Closing Tax Period. In Period or taxable period beginning before the case of a Tax Controversy Closing Date and ending after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with without the other and the otherparty’s representatives in a prompt and timely manner in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on any settlement prior written consent (which consent may not be unreasonably withheld, conditioned 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, 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 same proportion as such related Taxes are borne by Purchaser and Seller in accordance with Section 11.07(cdelayed). The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. (i1) Promptly after If a party (claim shall be made by any Governmental Entity, which, if successful might result in an indemnity payment by the “Tax Indemnified Party”) becomes aware Shareholders to Purchaser or any of the existence of a Tax issue that may give rise to an indemnification claim its Affiliates under Section 11.07 6.13(d) (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying PartyClaim”), the Tax Indemnified Party Purchaser shall promptly notify the Tax Indemnifying Party Sellers Representative, on behalf of the Shareholders, of such Tax issue Claim in writing and thereafter in reasonable detail. Failure to provide such notice shall promptly forward not limit the right of Purchaser and its Affiliates to be indemnified under Section 6.13(d), except to the Tax Indemnifying Party copies of extent the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating Shareholders’ ability to participate as to such Tax ControversyClaim is actually and materially prejudiced thereby. (2) With respect to any Tax Claim with respect to income or franchise Taxes relating to a Tax period ending on or before the Closing Date, the Sellers Representative, on behalf of the Shareholders, shall 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 appeals, proceedings, hearings and conferences with any Governmental Entity with respect thereto, and shall either, in its sole discretion, pay the Tax claimed and xxx for a refund on behalf of the Shareholders 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) the Shareholders shall keep Purchaser reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, (iii) the Shareholders shall consider any reasonable comments proposed by Purchaser that are related to the defense of such Tax Claim and (iv) the Shareholders 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 a failure (i) the Sellers Representative on behalf of each Shareholder may at the Shareholders’ expense participate in the Proceedings related to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse Claim, if permitted by the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. Governmental Entity, (ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control keep the conductSellers Representative, through counsel on behalf of its own choosingthe Shareholders, of any Tax Controversy reasonably and timely informed with respect to the Company commencement, status and nature of such Tax Claim, and (iii) Purchaser shall not settle, compromise or any dispose of such Tax Proceeding without the prior written consent of the Company Subsidiaries relating Sellers Representative, on behalf of the Shareholders, such consent not to be unreasonably withheld, conditioned or delayed. (4) With respect to any Tax Claim not described in Section 6.13(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 with respect to a Pre-Closing Tax Period for which the Shareholders may be liable under this Section 6.13 without consent of the Sellers Representative, 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. In , without the case of a Tax Controversy after the Closing Date that relates to Taxes consent of the Company Sellers Representative, on behalf of the Shareholders, such consent not to be unreasonably withheld, conditioned or a Company 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 delayed. (or portion thereof5) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel the Company and each of their mutual choice and respective Affiliates shall cooperate with the other Sellers Representative, on behalf of the Shareholders, in contesting any Tax Claim, which cooperation shall include the retention and (upon any request of the other’s representatives in a prompt Sellers Representative) the provision to the Sellers Representative, on behalf of the Shareholders, of records and timely manner in connection with any information that are reasonably relevant to such Tax Controversy. Purchaser Claim, and Seller shall making employees available on a mutually agree on any settlement convenient basis to provide additional information 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 explanation of any material provided hereunder or to testify at proceedings relating to such Tax Controversy, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly If, after a party the 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 8.02, the party receiving notice of such Tax Indemnified Party”) 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 Proceeding shall promptly notify the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party in writing of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ControversyProceeding; provided, however, that a failure to give such notice will shall not affect the indemnification obligations under Section 8.02, unless such failure materially prejudices the indemnifying party. (b) With respect to any Tax Indemnified Party’s rights Proceeding which might result in an indemnity payment pursuant to indemnification under this Article XISection 8.02(a), after the Closing Date Purchaser shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, 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. (c) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(b), the Seller shall have the right to control all proceedings taken in connection with such Tax Proceeding (including selection of counsel) and, 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 if either party shall refuse to consent to any settlement, closing or other agreement 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 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 Indemnifying Party is prejudiced thereby. In the event Proceeding if it acknowledges in writing that after the Closing Date, it has sole responsibility for any Tax Indemnified Party pays any liabilities that might arise in such Joint Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentProceeding. (iie) Except as otherwise provided in this Section 11.07(e)(ii)Notwithstanding the foregoing, after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy Proceeding which relates to the extent basis of Seller's assets for Dutch corporate income tax purposes as set forth on the Opening Tax Balance Sheet, following the date of this Agreement until the Closing Date, Seller shall regularly consult with Purchaser regarding all material activities and all strategic decisions of and relating to such Tax proceeding relates Proceedings prior to Taxes payable by undertaking such activities or with respect strategic decisions and shall take account of, reflect, or implement all of the Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, nothing in this Section 8.03(e) shall limit or modify the parties rights or obligations under section 5.01(j) or (k). Seller and Purchaser shall each bear its own expenses relating to the Company and the Company Subsidiaries and shall consider matters described in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partythis section.

Procedures Relating to Indemnification of Tax Claims. (i) Promptly after If either Seller or Buyer receives a party (the “Tax Indemnified Party”) becomes aware written claim from any taxing authority that, if successful, would result in an indemnity payment to Buyer, Seller or one of the existence of a Tax issue that may give rise to an indemnification claim under Section 11.07 their respective affiliates (a “"Tax Controversy”) by it against Claim"), the party receiving such Tax Claim shall promptly notify the other party in writing of such Tax Claim. With respect to any Tax Claim (the “Tax Indemnifying Party”other than those relating solely to Taxes of any Company for a Straddle Period), the indemnifying party shall control all proceedings taken in connection with such Tax Indemnified Party shall notify Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion forgo 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 Indemnifying Party claimed and sue xxx a refund where applicable law permits such refund suits or contest such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the Tax issue indemnified party concerning the most appropriate forum in which to proceed and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; providedrelated matters (it being understood, however, that a failure to give all such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except decisions shall be left to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility sole discretion of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and 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), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 XIindemnifying party). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser Buyer and Seller shall jointly 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 control all proceedings taken in connection with any such Tax Controversy. Purchaser and Seller shall mutually agree on any settlement or other disposition of the Tax Controversy with respect Claim relating solely to a Straddle Period. In the event Purchaser and Seller are unable to agree regarding any aspect of the conduct Taxes of any such Tax Controversy, 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 Company for a Straddle Period except for proceedings relating to Taxes of an Affiliated Group, which shall be borne controlled by Purchaser Seller. Buyer, Seller, any Company and Seller each of their respective affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the same proportion as such related Taxes are borne by Purchaser retention and Seller in accordance with Section 11.07(c). The Tax Indemnifying Party shall keep (upon request) the Tax Indemnified Party reasonably informed as provision of records and information to the progress of any Tax proceeding with respect other party that are reasonably relevant to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyClaim.

Procedures Relating to Indemnification of Tax Claims. (ia) Promptly after If a claim shall be made to an indemnified party by any taxing authority, which, if successful, might result in an indemnity payment pursuant to Section 9.01 (a "TAX CLAIM") by any indemnifying party, the “indemnified party shall promptly notify the indemnifying party in writing of such Tax Indemnified Party”) becomes aware of the existence Claim. Failure to give notice 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 Indemnifying Party”), the Tax Indemnified Party Claim shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect the Tax Indemnified Party’s rights of the indemnified party, any of its Affiliates or any of its respective officers, directors, employees, stockholders, agents or representatives, to indemnification under this Article XI, except to unless the extent that the Tax Indemnifying Party indemnifying party's position is materially prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentas a result thereof. (iib) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of With respect to any Tax Controversy with respect to the Company or any of the Company Subsidiaries Claim relating to a PostPre-Closing Tax Period. In the case of Period (other than a Tax Controversy after the Closing Date that relates Claim relating solely to Taxes of the Company for a Straddle Period), the Seller shall control all audits or proceedings taken in connection with such Tax Claim; PROVIDED, HOWEVER, that the Buyer shall have the right to participate in any such audit or proceeding to the extent that any such audit or proceeding may affect the Tax liability of the Buyer, any of its Affiliates or the Company for any period ending after the Closing Date 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 approval of the Buyer, neither the Seller nor any Affiliate of the Seller shall 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 affect the Tax liability of the Buyer, any of its Affiliates, or the Company for any period ending after the Closing Date. If during and because of the audits or proceedings taken in connection with such Tax Claim it proves necessary to file a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a)bank guarantee, Seller shall control bear 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 costs relating to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly 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 Controversy. 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified Partybank guarantee.

Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other 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 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) Promptly after the date on which such Seller receives notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a party (the “Tax Indemnified Party”) 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 Taxing Authority or any other party (the “Tax Indemnifying Party”Person), or (ii) the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward date on which such Seller delivered to the Tax Indemnifying Party copies of the relevant portion Buyer notice of any such Tax Claim (with respect to Tax Claims as to which such Seller first received notice or other document received from any a Taxing Authority or any other Person). With respect to any Tax Claim 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 Claim that would result in any Tax detriment to any Tax Indemnitee. Such Seller shall inform Buyer of all developments and communications with any Taxing Authority events relating to such Tax Controversy; providedClaim (including providing to Buyer copies of all written materials relating to such Tax Claim, however, that a failure provided the publication of such documentation would not cause such Seller to give such notice will not affect the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(awaive all privileges in connection therewith), 11.07(b)and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to attend, but not participate in or 11.07(c)control, all conferences, meetings and proceedings relating to such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of paymentClaim. (iic) Except as otherwise If, with respect to any Tax Claim 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 this Section 11.07(e)(ii)8.10(b) or fails diligently to defend or prosecute such Tax Claim to a Final Determination, after then Buyer shall at any time thereafter have the Closing Dateright (but not the obligation) to defend or prosecute such Tax Claim, Purchaser at the sole cost, expense and risk of Sellers. Buyer shall have full control the conductof such defense or prosecution and such proceedings, through counsel of including any settlement or compromise thereof. Sellers shall cooperate in good faith with Buyer and its own choosingauthorized 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 Controversy Claim controlled by Buyer pursuant to this Section 8.10(c), and shall bear its own costs and expenses with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Periodthereto. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company 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 (Claim that is defended or portion thereof) controlled prosecuted by Seller Buyer pursuant to this Article XISection 8.10(c). In , 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 of on a Tax Controversy Grossed-Up Basis. (d) If, with respect to a Straddle Period and for which Seller would be required any Tax Claim with respect to indemnify Purchaser pursuant to Taxes set forth in Section 11.07(a8.9(c), Purchaser 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 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 shall jointly 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 Indemnitee in connection with any the investigation, defense or prosecution of such Tax Controversy. Purchaser and Seller shall mutually agree Claim, in each case 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, 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 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 Tax Indemnified Party reasonably informed as to the progress of any Tax proceeding with respect to a Tax Controversy to the extent such Tax proceeding relates to Taxes payable by or with respect to the Company and the Company Subsidiaries and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from the Tax Indemnified PartyGrossed-Up Basis.