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

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), the 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim one Party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “Tax Claim”)) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that . No failure or delay on the failure part of a the Tax Indemnified Party to give such notice to the other Tax Indemnifying Party shall not reduce or otherwise affect the indemnification provided under Section 6.06(a) obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party has is actually been materially prejudiced by such failurethereby. (b) Seller The Tax Indemnifying Party shall assume and control any the applicable audit or examination and the defense of a Tax Claim with respect involving any Taxes for which it has an obligation to any Seller Group indemnify the Tax ReturnIndemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and Buyer the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in pursuing such contest, including execution of any powers of attorney in favor of the Tax Indemnifying Party. Notwithstanding anything to the contrary contained in this Agreement, the Tax Indemnifying Party shall not keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, and the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to participate in (but not control) the applicable audit or control any examination and defense of 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 In no case shall any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not Indemnified Party settle or otherwise compromise such (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without Buyerthe Tax Indemnifying Party’s prior written consent, which shall not to be unreasonably withheld, conditioned or delayed. If Seller does not elect to control Neither Party shall settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Income Taxes of the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to Indemnified Party or any of its subsidiaries for a Straddle Period without the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Sellerother Party’s prior written consent, which shall not to be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a claim for Taxes, including notice party (the “Tax Indemnified Party”) becomes aware of the existence of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a Tax issue that may give rise to an indemnification claim for indemnity pursuant to under Section 6.06(a) 11.07 (any such claim, a “Tax ClaimControversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party which receives such 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 Party in writing within fifteen (15) days of receipt of document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ClaimControversy; provided, however, that the a failure of a Party to give such notice to the other Party shall will not affect the Tax Indemnified Party’s rights to indemnification provided under Section 6.06(a) 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 actually been materially prejudiced by such failurecomplied 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. (bii) Seller 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 Claim Controversy with respect to the Company or 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 Claim Company Subsidiaries relating to a Post-Closing Tax period ending on or prior to Period. In the case of a Tax Controversy after the Closing Date not described in that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 6.07(b11.07(a), Seller shall have control the right 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 control 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 Claim unless Seller fails Controversy, the decision shall be made by counsel employed (and agreed by both parties) to provide Buyer with written notice of its election to control pursue such Tax Claim within ten (10) days Controversy on the basis of Sellercounsel’s receipt from Buyer good faith judgment regarding the course of notice action that would produce the overall lowest present value of Tax and litigation cost to the parties. Any such Tax Claim 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 6.07(a11.07(c); provided, however, that (i) Seller . The Tax Indemnifying Party shall keep Buyer the Tax Indemnified Party reasonably informed as to the status progress of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that proceeding with respect to any a Tax Items in Controversy to the extent such Tax Claim for which the resulting Tax Liability Seller would be required proceeding relates to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim 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 Items and Buyer shall not settle or otherwise compromise such proceeding from the Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures Relating to Indemnification of Tax Claims. (a) 9.6.2.1 If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “"Tax Claim”)") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (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 9.6.2.2 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any taxing authority with respect thereto, and may, in its election to control such sole discretion, either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and xxx for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (iwhich consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) Seller shall keep Buyer reasonably informed as the provision to the status Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on . 9.6.2.4 In no case shall the Tax Liability of Buyer Indemnified Party, the Companies, the Subsidiaries, or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents or the JV Entities) in any Post-Closing Tax Period, and Seller shall not representatives settle or otherwise compromise such any Tax Claim without Buyer’s the Tax Indemnifying Party's prior written consent, which . Neither party shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Taxes of any Company or Subsidiary for a Straddle Period without the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s other party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxesnotice of any Tax Claim is received by a Tax Indemnified Party, including 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 nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), the 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 Claim hereunder shall not affect the indemnification provided Tax Indemnifying Party's obligation under Section 6.06(a) 7.1, except to the extent that the Tax Indemnifying Party has actually been is materially prejudiced by such failurefailure to give prompt notice. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim 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 Straddle Tax Period, Buyer shall have the right to control the conduct of refund where applicable law permits such refund suits or contest such Tax Claim; provided. If the Seller elects to control a contest pursuant to this Section 7.2, however, that with the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Items Claim not described in such Tax Claim for the preceding paragraph which might result in an indemnity payment to the resulting Tax Liability Seller would be required to provide indemnification pursuant to this AgreementSection 7.2, (i) Buyer the Purchaser shall keep Seller reasonably informed as control all proceedings in accordance with provisions that are parallel to those in the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedfirst preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing AuthorityTax authority, which, if successful, might reasonably result in an indemnity payment to any Person hereunder (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”Indemnitee"), the Party which receives Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim shall notify (a "Tax Claim"). If notice of a Tax Claim is not given to the other Party in writing Tax Indemnitor within fifteen (15) days a sufficient period of receipt of time to allow the Tax Indemnitor to effectively contest such Tax Claim; provided, that or in reasonable detail to apprise the failure Tax Indemnitor of a Party the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to give such notice Tax Claim, the Tax Indemnitor shall not be liable to the other Party shall not affect the indemnification provided under Section 6.06(a) except Tax Indemnitee to the extent that the Indemnifying Party has Tax Indemnitor's ability to effectively contest such Tax Claim is actually been materially prejudiced by such failureas a result thereof. (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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnitor shall control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (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 written notice of any taxing authority with respect thereto and may, in its election to control sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such refund suits or contest the Tax Claim in accordance with Section 6.07(a); any permissible manner, provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller Indemnitor shall not settle or otherwise compromise such a Tax Claim without Buyer’s giving 30 days' prior written notice to the Tax Indemnitee, and without the Tax Indemnitee's consent, which shall not be unreasonably withheld, conditioned withheld or delayed, if such settlement or compromise would have a material adverse effect on the Tax liabilities of the Tax Indemnitee, its Affiliates or any member of its affiliated group. If Seller does not elect The Tax Indemnitee, and each of its Affiliates, shall cooperate with the Tax Indemnitor in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnitor's request) the provision to control a Tax Claim pursuant Indemnitor of records and information which are reasonably relevant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as and making employees available on a mutually convenient basis to the status provide additional information or explanation of such Tax Claim and (B) Buyer shall not settle any material provided hereunder 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 testify at proceedings relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a claim for Taxes, including notice party (the “Tax Indemnified Party”) becomes aware of the existence of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a Tax issue that may give rise to an indemnification claim for indemnity pursuant to under Section 6.06(a) 9.01 (any such claim, a “Tax ClaimControversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party which receives such 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 Party in writing within fifteen (15) days of receipt of document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ClaimControversy; provided, however, that the a failure of a Party to give such notice to the other Party shall will not affect the such other party’s rights to indemnification provided under Section 6.06(a) this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party has actually been materially prejudiced by such failureParty. (bii) Seller Except as otherwise provided in this Section 9.09(c)(ii), after the Closing Date (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Claim Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller Group Tax Returnmay elect to control the handling, and Buyer shall not participate in settling or control contesting of any such Tax Claim. Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (c) Except to except in the extent case of a Tax Controversy that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating relates to a Pre-Closing Consolidated Return) at its own expense. The Seller shall not settle, compromise and/or concede any portion of such Tax period ending on Controversy (except in the case of a Tax Controversy that relates to a Pre-Closing Consolidated Return) without obtaining the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or prior conditioned. In the case of a Tax Controversy that relates both to the Closing Date not described in Taxes for which Purchaser is indemnified under Section 6.07(b9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to control the conduct of participate in such Tax Claim unless Seller fails to provide Buyer with written notice of Controversy at its election to control own expense, and the Purchaser shall not settle, compromise and/or concede 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 (i) Seller shall keep Buyer reasonably informed as to Controversy without the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 consentconsent of the Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. If Seller does not elect to control a The Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer Indemnifying Party shall keep Seller the Tax Indemnified Party reasonably informed as to the status progress of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that proceeding with respect to any a Tax Items in Controversy to the extent such Tax Claim for which the resulting Tax Liability Seller would be required proceeding relates to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim Taxes payable by or with respect to the Transferred Entities and shall consider in good faith any written comments or suggestions regarding such Tax Items and Buyer shall not settle or otherwise compromise such proceeding from the Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures Relating to Indemnification of Tax Claims. (a) 12.5.1 If a claim for Taxes, including Taxes is made or a notice of a pending audit, shall be made an audit is issued by any Taxing AuthorityTax Authority in writing, which, if successful, might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)12.4, the Party which receives such claim party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other Party party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within fifteen (15) days a reasonably sufficient period of receipt of time to allow the Tax Indemnifying Party effectively to contest such Tax Claim; provided, that and in reasonable detail to apprise the failure Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Tax Authority. Failure to give prompt notice of a Party to give such notice to the other Party Tax Claim hereunder shall not affect the indemnification provided Tax Indemnifying Party's obligation under Section 6.06(a) 12.4, except to the extent that the Tax Indemnifying Party has actually been is materially prejudiced by such failurefailure to give prompt notice. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) 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 Straddle Pre-Closing Period), Parent shall control all proceedings taken in connection with such Tax PeriodClaim to the extent relating to periods ending prior to the Closing or any Pre-Closing Period and, Buyer 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 connection with any proceeding taken in connection with such Tax Claim, (i) Parent shall keep Holdings informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes, and (ii) Holdings shall have the right to control the conduct of participate, at its sole expense, in (but not control) any such proceedings. Holdings shall cooperate with Parent in contesting such Tax Claim; provided, howeverwhich cooperation shall include, that without limitation, the issuance of a power of attorney, the provision to Parent 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 or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Parent shall reimburse Holdings for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Items Claim not described in such Tax Claim for the preceding paragraph (including that which the resulting Tax Liability Seller would be required might result in an indemnity payment to provide indemnification Parent pursuant to this AgreementSection 12.4), (i) Buyer Holdings shall keep Seller reasonably informed as control all proceedings in accordance with provisions that are parallel to the status of such Tax Items those in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedSection 12.5.2.

Procedures Relating to Indemnification of Tax Claims. (a) 12.5.2.1 If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a12.5.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “"Tax Claim”)") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (b) Seller shall control any Tax Claim with 12.5.2.2 With respect to any Seller Group Tax ReturnClaim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and Buyer 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, Seller and Purchaser shall not participate jointly control all proceedings taken in or control connection with any such Tax Claim. 12.5.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (cupon the Tax Indemnifying Party's request) Except the provision to the extent that the insurer is otherwise entitled Tax Indemnifying Party of records and information which are reasonably relevant to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on . 12.5.2.4 In no case shall the Tax Liability of Buyer Indemnified Party, TCH, the Subsidiaries, or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents or the JV Entities) in any Post-Closing Tax Period, and Seller shall not representatives settle or otherwise compromise such any Tax Claim without Buyer’s the Tax Indemnifying Party's prior written consent, which consent shall not be unreasonably delayed or withheld, conditioned or delayed. If Seller does not elect to control Neither party shall settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Taxes of TCH or any Subsidiary for a Straddle Period without the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s other party's prior written consent, which consent shall not be unreasonably delayed or withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to and the Seller shall not settle a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for a Pre-Closing Tax Period which could have a material impact on any taxable period beginning after the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedClosing Date.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authoritytaxing authority, which, if successful, might reasonably result in a claim for 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 6.06(a) 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (any such claim, a “"Tax Claim”"); provided, however, that the failure to give such notice 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. 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 Party which receives such claim Sellers shall notify give notice to the other Party Buyer in writing within fifteen (15) days of receipt of such Tax Claim; providedprovide, however, 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) hereunder except to the extent that the Indemnifying Party Buyer has been actually been and materially prejudiced by as a result of such failure. (b) Seller shall control . With respect to any Tax 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 Seller Group Tax ReturnClaim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall not 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 Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim. (c) Except to Claim without the extent that the insurer is otherwise entitled to control pursuant to the terms prior written consent of the R&W Policy, other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a Tax taxable period ending on or prior to beginning after December 31, 1998. None of the Closing Date not described in Section 6.07(b), Seller Sellers shall have the any right to control participate in the conduct of any such Tax Claim unless Seller fails to provide proceeding. The Buyer with written notice shall, and shall cause the Company and each of its election to control such affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any 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); providedClaim, howeverwhich cooperation shall include the retention and, that (i) Seller shall keep Buyer reasonably informed as upon request, the provision to the status requesting person of records and information which are reasonably relevant to such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in Authority or other Person asserts a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), then the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt party hereto first receiving notice of such Tax ClaimClaim promptly shall provide written notice of such Tax Claim to the other party hereto; provided, provided that the failure of a Party Buyer to give such prompt notice to the other Party Seller of any such Tax Claim shall not affect the indemnification provided relieve Seller of any of its obligations under this Section 6.06(a) except to the extent that the Indemnifying Party has actually been materially 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 control any have the right to defend or prosecute, at its sole cost, expense and risk, only those Tax Claim 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 Group shall notify Buyer that it elects to defend or prosecute such Tax ReturnClaim (“Election Notice”) within thirty (30) days after (i) the date on which Seller received notice of any such Tax Claim from Buyer (with respect to Tax Claims as to which Buyer first received notice from a Taxing Authority or any other Person), or (ii) the date on which Seller delivered to Buyer notice of any such Tax Claim (with respect to Tax Claims as to which Seller first received notice from 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 events relating to such Tax Claim (including providing to Buyer copies of all written materials relating to such Tax Claim), and Buyer or its authorized representatives shall be entitled, at the expense of Buyer, to attend, but not participate in or control any control, all conferences, meetings and proceedings relating to such Tax Claim. (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W PolicyIf, with respect to any Tax Claim, Seller fails to deliver an Election Notice to Buyer within the period provided in Section 10.8(b) or fails diligently to defend or prosecute such Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b)Final Determination, Seller then Buyer shall at any time thereafter have the right (but not the obligation) to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of defend or prosecute such Tax Claim, and (ii) Buyer the reasonable costs of such defense or prosecution shall be entitled to participate in any such become a part of the Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim for Taxes, including notice of a pending audit, shall be made made, by any Taxing Authoritytaxing authority, which, if successful, which might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)8.1, the Party which receives party receiving notice of such audit, investigation, similar proceeding or claim shall promptly notify the other Party party in writing within fifteen (15) days of receipt of such audit, investigation, similar proceeding or claim (a "Tax ClaimProceeding"); provided, however, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided obligations under Section 6.06(a) except to 8.1 unless such failure materially prejudices the extent that the Indemnifying Party has actually been materially prejudiced by such failureindemnifying party. (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 With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b8.1(a), the Seller shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim unless Seller fails to provide Buyer Proceeding (including selection of counsel) and, without limiting the foregoing, may with written notice the consent of its election to control such Tax Claim within ten the other party (10which consent shall not be unreasonably withheld) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance pursue or forego any and all administrative appeals, proceedings, hearings and conferences with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claimany taxing authority with respect thereto, and (ii) 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 Buyer shall be entitled to participate in all proceedings with respect to any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected Proceeding (at its expense) and to have a material effect on the Tax Liability of Buyer or any employ counsel of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not settle or otherwise compromise choice for such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedpurpose. (dc) With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to a Straddle Tax PeriodSection 8.1(b), the Buyer shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim; providedProceeding (including selection of counsel) and, howeverwithout limiting the foregoing, that 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 to 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 Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) permissible manner. The Seller shall be entitled to participate in all proceedings with respect to any such Tax Claim 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 such the aforementioned Tax Items Proceedings. Notwithstanding the foregoing, the Buyer and Buyer the Seller shall not jointly control all proceedings taken in connection with (i) any Tax Proceeding relating solely to Taxes for a Straddle Period and (ii) any Tax Proceeding which might result in both an indemnity payment pursuant to Section 8.1(a) and an indemnity payment pursuant to Section 8.1(b). In no case shall any party settle or otherwise compromise such any Tax Items in such Tax Claim Proceeding without Seller’s the other party's prior written consent, consent (which shall consent may not be unreasonably withheld). (e) The Buyer, conditioned the Company and the Company Subsidiaries, 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 information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or delayedexplanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding and, in the case of the Buyer, causing the Company and the Company Subsidiaries to so cooperate.

Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes pursuant to Sections 9.01, 9.02 or 10.03 hereof (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives a claim for Taxes, including notice of a pending deficiency, proposed adjustment, adjustment, assessment, audit, shall be made by any Taxing Authorityexamination, whichsuit, if successful, might reasonably result in a dispute or other claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that . No failure or delay on the failure part of a the Tax Indemnified Party to give such notice to the other Tax Indemnifying Party shall not reduce or otherwise affect the indemnification provided under Section 6.06(a) obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party has is actually been materially prejudiced by such failurethereby. (b) Seller The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Sections 9.01, 9.02 or 10.03 hereof, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in pursuing such contest. Notwithstanding anything to the contrary contained in this Agreement, (i) the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, (ii) the Tax Indemnifying Party shall give to the Tax Indemnified Party a copy of any Tax Claim adjustments proposed in writing with respect to any Seller Group such Tax ReturnClaim, and Buyer (iii) the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall not have the right to participate in (but not control) the applicable audit or control any examination and defense of 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 In no case shall any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not Indemnified Party settle or otherwise compromise such (or extend the statute of limitations for) any Tax Claim without Buyerthe other Tax Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a11.01 (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “Tax Claim”)) with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or, any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by as a result thereof (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such failurenotice). (b) Seller shall control any Tax Claim with With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative 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; provided, however, that in the case of a Tax Claim relating to Taxes of the Company for a Straddle Period, Seller Group Tax Return, and Buyer shall not participate jointly control all proceedings taken in or control connection with any such Tax Claim. (c) Except 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, without limitation, the retention and (upon the Tax Indemnifying Party’s request) the provision to the extent that the insurer is otherwise entitled Tax Indemnifying Party of records and information which are reasonably relevant to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in 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 Buyer, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer Company or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents or the JV Entities) in any Post-Closing Tax Period, and Seller shall not representatives settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such any Tax Claim without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.be

Procedures Relating to Indemnification of Tax Claims. (ai) Notwithstanding any other provision in this Agreement, this Section 6.6(f) shall govern any and all indemnification related to, arising from or in connection with Taxes of Parent and SAI. If a claim one party is responsible for Taxesthe payment of Taxes under this Agreement (the “Tax Indemnifying Party”), including and the other party (the “Tax Indemnified Party”) receives written notice of a pending any deficiency, proposed adjustment, assessment, audit, shall be made by any Taxing Authorityexamination, whichsuit, if successful, might reasonably result in a dispute or other claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)) with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that Claim and shall provide the failure Tax Indemnifying Party such information as the Tax Indemnifying Party may reasonably request. If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Representatives) except to the extent that the Tax Indemnifying Party has Party’s position is actually been materially prejudiced by such failureas a result thereof. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim, the Tax Indemnifying Party shall, at its expense, assume and control all proceedings taken in connection with such Tax Claim relating (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative proceedings with any Taxing Authority with respect thereto, and may either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner. (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to a Straddle the Tax Period, Buyer shall have the right Indemnifying Party of records and information which are reasonably relevant to control the conduct of such Tax Claim; provided, howeverand making employees available, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required upon reasonable prior request during normal business hours, to provide indemnification pursuant additional information or explanation of any material provided hereunder, or to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect testify at proceedings relating to such Tax Items and Buyer Claim. The Tax Indemnifying Party shall not bear all out-of-pocket costs of such contest. (iv) Except as otherwise previously agreed in writing, none of the Tax Indemnified Party, Parent or SAI or any of their respective officers, directors, employees, stockholders, agents or Representatives shall settle or otherwise compromise such any Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedClaim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including any taxing authority provides written notice of a pending auditany claim, shall be made by any Taxing Authority, demand or circumstance which, if successful, might reasonably result in a claim for any indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)10.5, the Party which receives such claim party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other Party party (the "Tax Indemnifying Party") in writing of such claim (the "Tax Claim"). If notice of a Tax Claim ("Tax Notice") is not given to the Tax Indemnifying Party within fifteen (15) days a reasonably sufficient period of receipt of time to allow such Tax Indemnifying Party effectively to contest such Tax Claim; provided, that the failure of a Party to give such notice to the other Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(a) except Tax Indemnified Party or any of its affiliates to the extent that the such Tax Indemnifying Party has Party's position is actually been materially prejudiced by such failureas a result thereof. (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 With respect to any Tax Claim relating to a Tax for any taxable period ending on or prior to the Closing Date not described which might result in an indemnity payment to Vail pursuant to Section 6.07(b)10.5, Seller shall have the right to control the conduct Foods, within 30 days of such Tax Claim unless Seller fails to provide Buyer with receiving 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 (i) Seller shall keep Buyer reasonably informed as to the status 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 (ii) Buyer shall be entitled to participate at its sole expense pursue or 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 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, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer . In no case shall Vail or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not Ralston settle or otherwise compromise such any Tax Claim referred to in the immediately preceding sentence without Buyer’s Foods' prior written consent, which consent shall not be unreasonably withheld. Vail, conditioned or delayed. If Seller 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 Claim, 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 a 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 pursuant that Foods elects to this Section 6.07(c) within control, Foods may not settle, compromise or otherwise dispose of the time period set forth aboveTax Claim without first notifying Vail of Foods' proposal for settling, then Buyer shall control such compromising or disposing of the Tax Claim; provided, however, that (Athis Section 10.7(d) Buyer shall keep Seller reasonably informed apply only if such settlement, compromise or other disposition could adversely affect the tax liability of Vail or Ralsxxx. Xfter Foods has provided Vail with such written notice, Foods and Vail shall cooperate as to how the status Tax Claim will be handled, answered, defended, compromised or settled, and Foods shall not settle, compromise or otherwise dispose of the Tax Claim until Foods and Vail have mutually agreed to the manner of such Tax Claim and (B) Buyer shall not settle settlement, compromise or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayeddisposition. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including party indemnified against a Tax liability under Section 11(a) (the "tax indemnified party") has notice of a pending audit, shall be made formal or informal claim for such Tax liability by any Taxing Authoritytaxing authority, which, if successful, might reasonably 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") in writing of such claim (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”"), . If notice of a Tax Claim of which the Party which receives such claim shall notify tax indemnified party has notice is not given to the other Party in writing tax indemnifying party within fifteen (15) days a sufficient period of receipt of time to allow the tax indemnifying party to effectively contest such Tax Claim; provided, that or in reasonable detail to apprise the failure tax indem nifying party of a Party the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to give such notice Tax Claim, the tax indemnifying party shall not be liable to the other Party shall not affect the indemnification provided under Section 6.06(a) except tax indemnified party 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 position of the R&W Policy, with respect to any Tax Claim relating to tax indemnifying party is prejudiced as a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 delayedresult thereof. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of any of the Sold Subsid iaries for a Straddle Period), the tax indemnifying party shall control all proceedings taken in connection with such Tax PeriodClaim (including selection of counsel) and, Buyer 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 have jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of any Sold Subsidiary for a Straddle Period or any Tax Claim that has any effect (other than direct liability for any Taxes for which indemnity is provided) on the right tax indemnified party in the reasonable judgment of the tax indemnified party. The tax indemnified party and its affiliates shall cooperate with the tax indemnifying party in contesting any Tax Claim, which cooperation shall include, without limitation, retaining and (upon the tax indemnifying party's request) providing to control the conduct of tax indemnifying party records and information which are reasonably relevant to 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 and making employees available on a mutually convenient basis to provide indemnification pursuant additional information or explanation of any material provided hereunder or to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect testify at proceedings relating to such Tax Items Claim. The tax indemnifying party shall reimburse the tax indemnified party for reasonable third party legal fees and Buyer expenses arising from any Tax Claim not controlled (either solely or jointly) by such tax indemnifying party. In no case shall not the tax indemnified party settle or otherwise compromise such Tax Items in such any Tax Claim without Seller’s the tax indemnifying party's prior written consent, which . Neither party shall not be unreasonably withheld, conditioned or delayedsettle a Tax Claim relating solely to Taxes of any of the Sold Subsidiaries for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for TaxesIf, including notice of a pending after 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 made commenced, or a claim shall be made, by any Taxing Authoritytaxing authority, which, if successful, which might reasonably result in a claim for an indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)8.02, the Party which receives party receiving notice of such claim Tax Proceeding shall promptly notify the other Party party in writing within fifteen (15) days of receipt of such Tax ClaimProceeding; provided, however, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided obligations under Section 6.06(a) except to 8.02, unless such failure materially prejudices the extent that the Indemnifying Party has actually been materially prejudiced by such failureindemnifying party. (b) Seller shall control any Tax Claim with With respect to any Seller Group Tax ReturnProceeding which might result in an indemnity payment pursuant to Section 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 Buyer shall not participate may, in its reasonable discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suxxx or control contest the Tax Proceeding in any such Tax Claimpermissible manner. (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b8.02(b), the Seller shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim 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 (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates Proceeding (including selection of counsel) and, without limiting the Transferred Entities or foregoing, may with 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, consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, conditioned 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 delayed. If Seller does not elect to control a contest the Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedProceeding in any permissible manner. (d) With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to Section 8.02(a) or Section 8.02(b) (a Straddle "Joint Tax PeriodProceeding"), Buyer after the Closing Date Purchaser and Seller shall jointly control, and each shall have the right to control 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 conduct consent of such Tax Claimthe 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 any 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 Items 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 Tax Claim party shall be responsible for which a portion of such expenses equal to the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, lesser of (i) Buyer shall keep Seller reasonably informed as to the status 50% of such Tax Items in such Tax Claim 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 shall be entitled to participate may assume sole control of any Joint Tax Proceeding if it acknowledges in writing that it has sole responsibility for any Tax liabilities that might arise in such Joint Tax Claim Proceeding. (e) Notwithstanding the foregoing, with respect to a Tax Proceeding which relates to the 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 Items Proceedings prior to undertaking such activities or strategic decisions and Buyer shall not settle take account of, reflect, or otherwise compromise such Tax Items implement all of the Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, nothing in such Tax Claim without Seller’s prior written consent, which this Section 8.03(e) shall not be unreasonably withheld, conditioned limit or delayedmodify the parties rights or obligations under section 5.01(j) or (k). Seller and Purchaser shall each bear its own expenses relating to the matters described in this section.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authoritytaxing authority, which, if successful, might reasonably result in an indemnity payment to a claim for indemnity party (the "First Party"), one of its affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 6.06(a) (12.1, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the other party (the "Second Party") in writing of such claim (a “"Tax Claim”"), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that however, the failure of a the First Party to give such notice to the other Party 100 105 shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Second Party has been 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 Claim relating to as a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct result of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten failure (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to except the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 Second Party shall not be unreasonably withheld, conditioned or delayedliable for any expenses incurred during the period in which the First Party failed to give such notice). If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Pre-Closing Tax PeriodPeriod for which Bordxx xxx indemnified MergerCo, Buyer shall have the right to Bordxx xxxll control the conduct of all proceedings and may make all decisions taken in connection with such Tax Claim; providedClaim (including selection of counsel) and, howeverwithout limiting the foregoing, that 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. With respect to any Tax Items Claim related to a Post-Closing Tax Period 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 foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or 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 resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status resolution of such Tax Items in such Tax Claim and (ii) Seller shall be entitled each proceed in good faith to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.achieve a mutually agreeable result. 106

Procedures Relating to Indemnification of Tax Claims. (a) 9.7.2.1 If a claim one Party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a) 9.7.1 (any such claim, a “the "Tax Claim”Indemnifying Party"), the Party which receives such claim shall notify and the other Party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such Party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (b) Seller shall control any Tax Claim with 9.7.2.2 With respect to any Seller Group Tax ReturnClaim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and Buyer 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 the Company for a Straddle Period, the Seller and the Purchaser shall not participate jointly control all proceedings taken in or control connection with any such Tax Claim. 9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (cupon the Tax Indemnifying Party's request) Except the provision to the extent that the insurer is otherwise entitled Tax Indemnifying Party of records and information which are reasonably relevant to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on . 9.7.2.4 In no case shall the Tax Liability of Buyer Indemnified Party, the Company or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders or the JV Entities) in any Post-Closing Tax Period, and Seller shall not Representatives settle or otherwise compromise such any Tax Claim without Buyer’s the Tax Indemnifying Party's prior written consent, which . Neither Party shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Taxes of the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to Company for a Straddle Period without the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s other Party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If Notwithstanding any other provision of this Section 8.3, if a claim for Taxes, including notice of a pending audit, shall be is made by any Taxing Authoritytaxing authority, which, if successful, might reasonably result in a claim for an indemnity payment to ESI, the Companies, or one of their Affiliates or any of their respective representatives pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)this Article VIII, the Indemnified Party which receives receiving notice of such claim shall notify promptly give notice to the other Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claimclaim (a "TAX CLAIM"); providedPROVIDED, HOWEVER, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(ahereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (ii) except With respect to any Tax Claim relating to any Tax period beginning before and ending on or before the Closing Date, 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 Indemnifying Party has actually been settlement of an issue raised in such a proceeding could materially prejudiced by affect the liability for Taxes of ESI or the Companies for any period ending after the Closing Date, ESI and the Shareholders' Agent shall have joint control over such failureproceeding, and the issue shall not be settled without the consent of ESI, which shall not be unreasonably withheld. (biii) Seller shall control With respect to any Tax Claim with respect relating to any Seller Group Tax Return, period beginning before and Buyer shall not participate in or control any such Tax Claim. (c) Except to ending after the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, Closing Date and with respect to any Tax Claim relating to a taxable period beginning after the Closing Date, 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 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 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 period beginning before and ending on or prior to before the Closing Date not described in Section 6.07(b)Date, Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller ESI shall not settle or otherwise compromise such Tax Claim issue without Buyer’s prior written consentthe consent of the applicable Seller, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer ESI shall keep Seller reasonably the Shareholders' Agent informed as to of the status progress of any 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 delayedproceeding. (div) With respect to ESI, each of the Sellers and each of the Companies (as applicable) and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim Claim, which cooperation shall include the retention and, upon the request of the party or parties controlling proceedings relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect the provision to any Tax Items in such Tax Claim for party or parties of records and information which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller are reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect relevant to such Tax Items Claim, and Buyer shall not settle making employees available on a mutually convenient basis to provide additional information or otherwise compromise explanation of any material provided hereunder or to testify at proceedings relating to such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedClaim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a7.06(a) (any such claim, a “Tax Claim”), the Party party which receives such claim shall notify the other Party party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a an Indemnified Party to give such notice to the other an Indemnifying Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure. (b) Seller Parent shall control any Tax Claim with respect to any Seller 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 status of any such Tax Claim that relates to the Business or otherwise relates directly to Nutra (other than solely as a member of a Company Group). (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with With respect to any Tax Claim relating to a Tax period ending on or prior to the Initial Closing Date not described in Section 6.07(b7.07(b), Seller Parent shall have the right to control the conduct of such Tax Claim unless Seller Parent fails to provide Buyer with written notice of its election to control such Tax Claim within ten twenty (1020) days of SellerParent’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a7.07(a); provided, however, that (i) Seller Parent shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect Effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV EntitiesNutra) in for any Post-Closing Tax Period, then Buyer shall be entitled to participate in any such Tax Claim and Seller (iii) Parent shall not settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller Parent does not elect to control a Tax Claim pursuant to this Section 6.07(c7.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller Parent reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without SellerParent’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 to the extent possible the Tax Items subject to such Tax Claim shall have the right to be distinguished and segregated and each party shall control the conduct defense and settlement of such those Taxes for which it is liable. If any Tax Item cannot be identified as being a Liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential Liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Claim; provided, however, that with . With respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant subject to this AgreementSection 7.07(d), (i) Buyer the controlling party shall keep Seller the other reasonably informed as to the status of such Tax Items in Claim, (ii) if the resolution of such Tax Claim and would reasonably be expected to have a material adverse effect on the Tax Liability of the non-controlling party or any of its Affiliates (ii) Seller including in the case of Buyer, Nutra), then the non-controlling party shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer (iii) the controlling party shall not settle or otherwise compromise such Tax Items in such Tax Claim without Sellerthe other party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If Reasonably promptly after a claim for Taxes, including notice party becomes aware of the existence of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a Tax issue that may give rise to an indemnification claim for indemnity pursuant to under Section 6.06(a) 7.01 (any such claim, a “Tax ClaimControversy”)) by it against the other party, the Party which receives such claim indemnified party shall notify the other Party in writing within fifteen (15) days indemnifying party of receipt the Tax Controversy, and thereafter shall promptly forward to the indemnifying party copies of communications and written notices with a Taxing Authority relating to such Tax ClaimControversy; provided, however, that the failure of a Party to give forward such notice communications and written notices to the other Party indemnifying party shall not affect release the indemnification provided indemnifying party from any of its obligations under Section 6.06(a) 7.01 except to the extent that the Indemnifying Party has actually been materially indemnifying party is prejudiced by such failure. . Except as provided in this Section 7.06(d), upon notice to the indemnified party, the indemnifying party may elect to control, and may elect, at its sole cost and expense, to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action (ba “Tax Proceeding”) 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 Claim relating to a Tax period ending on or prior Controversy for which it would be required to indemnify the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a)other party; provided, however, provided that (i) Seller shall keep Buyer the indemnifying party’s counsel is reasonably informed as satisfactory to the status of such Tax Claim, indemnified party and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller indemnifying party shall not settle any Tax Proceeding with respect to a Tax Controversy on a basis that would adversely affect the indemnified party without obtaining the indemnified party’s written consent, which consent shall not be unreasonably withheld. If the indemnifying party does not elect to control a Tax Proceeding with respect to a Tax Controversy pursuant to this Section 7.06(d), then the indemnified party shall have discretion in handling, settling or otherwise compromise contesting such Tax Claim Proceeding. The indemnified party shall not settle any Tax Controversy without Buyerobtaining the indemnifying party’s prior written consent, which shall not be unreasonably withheld. Seller and Purchaser shall jointly control, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer and shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall each have the right to control the conduct of such Tax Claim; provided, however, that participate in all activities and strategic decisions with respect to to, any Tax Items in such Tax Claim Proceedings for which the resulting Tax Liability Seller each party would be required to provide indemnification pursuant indemnify the other party with respect to this Agreement, (i) Buyer shall keep one or more Tax issues. Seller reasonably informed as to the status may assume sole control of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items proceeding for any Straddle Period if it acknowledges in writing that it has sole liability for any Taxes that might arise in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedproceeding.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(aSections 6.05(a) or 6.05(b) (any such claim, a “Tax Claim”), the Party party which receives such claim shall notify the other Party party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a an Indemnified Party to give such notice to the other an Indemnifying Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure. (b) Seller Parent shall control any Tax Claim with respect to any Seller Group Tax Return, and Buyer shall not participate in or control any such Tax Claim. (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with With respect to any Tax Claim relating solely to a Tax taxable period ending on or prior to the Closing Date not described in Section 6.07(b6.06(b), Seller Parent shall have the right to control control, at Parent’s expense, the conduct of such Tax Claim unless Seller Parent fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of SellerParent’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a6.06(a); provided, however, that (i) Seller Parent shall keep Buyer reasonably informed as to the status of such Tax Claim, Claim and (ii) Buyer shall be entitled to participate participate, at its own expense, in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller Parent shall not settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller Parent does not elect to control a Tax Claim pursuant to this Section 6.07(c6.06(c) within the time period set forth above, then the Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller Parent reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without SellerParent’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 to the extent possible the Tax Items subject to such Tax Claim shall have the right to be distinguished and each party shall control the conduct defense and settlement of such those Taxes for which it is liable. If any Tax Item cannot be identified as being a Liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential Liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Claim; provided, howeverthat, that with such party defends the items as reported on the relevant Tax Return. With respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant subject to this AgreementSection 6.06(d), (i) Buyer the controlling party shall keep Seller the other party reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller the non-controlling party shall be entitled to participate participate, at its own expense, in any such Tax Claim with respect to such Tax Items and Buyer the controlling party shall not settle or otherwise compromise such Tax Items in such Tax Claim without Sellerthe other party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. Notwithstanding the provisions of Section 10.3 hereof, if, after the Closing Date, any Indemnified Party receives any notice, letter, correspondence, claim or decree relating to Taxes from any taxing authority (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax ClaimNotice”)) and, the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of upon receipt of such Tax ClaimNotice, believes it has suffered or potentially could suffer any Damages relating to Taxes, the Indemnified Party shall promptly deliver such Tax Notice to the Indemnifying Party; provided, however, that the failure of a the Indemnified Party to give such notice provide the Tax Notice to the other Indemnifying Party shall not affect the indemnification provided under Section 6.06(a) rights of Indemnified Party, except to the extent that the Indemnifying Party has actually been materially is prejudiced by the Indemnified Party’s failure to deliver such failure. (b) Seller Tax Notice. Notwithstanding the provisions of Section 10.3, the Indemnifying Party shall have the right to handle, defend, conduct and control any Tax Claim with respect audit or other proceeding involving the Company that relates to any Seller Group such Tax ReturnNotice, and Buyer but the Indemnified Party shall not have the right to participate in such Tax audit or control proceeding at its own expense. The Indemnifying Party shall also have the right to compromise or settle any such Tax Claim. (c) Except to audit or other proceeding that it has the extent that the insurer is otherwise entitled authority to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating to a Tax period ending on or prior preceding sentence subject to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of SellerIndemnified Party’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 consent shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect the Indemnifying Party fails within a reasonable time after notice to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in defend any such Tax Claim with respect to such Tax Items and Buyer Notice or the resulting audit or proceeding as provided herein, the Indemnifying Party shall not settle or otherwise compromise such Tax Items be bound by the results obtained by the Indemnified Party in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedconnection therewith.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a5.2(a) (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any such claimdeficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”)) with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(a) except Tax Indemnified Party to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by as a result thereof. Additionally, if either party receives any notice of any proposed Tax Claim which could result in further Tax Claims applicable to any period during which the other party operated the Companies, the party receiving such failurenotice shall notify and consult with the other party prior to agreeing to any settlement of such proposed Tax Claims. (bii) 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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall, at its own expense, assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative proceedings with written notice of its election to control such any Taxing authority with respect thereto, and may either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and xxx for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner; provided, however, that (i) Seller and Purchaser shall keep Buyer reasonably informed as to the status of jointly control all proceedings taken in connection with any such Tax ClaimClaim if such Tax Claim relates to Taxes for which Purchaser or the Companies are liable and Seller or any of its Affiliates is also liable; and provided, and (ii) Buyer however, that the Tax Indemnified Party shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would the settlement of which could reasonably be expected to have a any material adverse effect on such Tax Indemnified Party. The Tax Indemnifying Party shall keep the Tax Liability Indemnified Party informed of Buyer or the progress of all Tax Claims and shall provide copies of all written communications with any of Governmental Entity related to such Tax Claims. Despite the forgoing, Purchaser shall have the sole right at its Affiliates (including the Transferred Entities or the JV Entities) in expense, to control any Post-Closing Tax Claim relating to any Straddle 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller Sellers shall be entitled to participate in any such Tax Claim Claim. (iii) The Tax Indemnified Party and each of its Affiliates shall cooperate with respect 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 Items Claim, and Buyer 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 not the Tax Indemnified Party settle or otherwise compromise such Tax Items in such any Tax Claim without Sellerthe Tax Indemnifying Party’s prior written consent, which . The Tax Indemnifying Party shall not settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be unreasonably withheld, conditioned or delayedexpected to have an adverse effect on Purchaser in a Post-Closing Tax Period.

Procedures Relating to Indemnification of Tax Claims. (a1) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a) 7.01 of this Agreement (any such claim, a “Tax Claim”the "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (the "TAX INDEMNIFIED PARTY") receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "TAX CLAIM") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party which receives such claim shall notify the other Tax Indemnifying 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with the procedures set forth in Section 6.07(a7.04(a); provided, however, that . (i2) Seller The Tax Indemnifying Party shall keep Buyer reasonably informed as to assume and control the status applicable audit or examination and the defense of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 7.01 of this Section 6.07(c) within Agreement, and the time period set forth aboveTax Indemnified Party and its affiliates agree to cooperate with the Tax Indemnifying Party in pursuing such contest, then Buyer shall control such including execution of any powers of attorney in favor of the Tax Claim; providedIndemnifying Party. Notwithstanding anything to the contrary contained herein, however, that (A) Buyer the Tax Indemnifying Party shall keep Seller reasonably the Tax Indemnified Party informed as of all material developments and events relating to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such the Tax Claim without Seller’s prior written consentIndemnified Party, which shall not be unreasonably withheldat its own cost and expense and with its own counsel, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control participate in (but not control) the conduct applicable audit or examination and defense of such Tax Claim; provided, however, that with respect to . In no case shall any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not Indemnified Party settle or otherwise compromise such Tax Items in such any Tax Claim without Seller’s the Tax Indemnifying Party's prior written consent, which . Neither party shall not be unreasonably withheld, conditioned settle a Tax Claim relating solely to Income Taxes of the Company or delayedany of its subsidiaries for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authoritytaxing authority, which, if successful, might reasonably result in an indemnity payment to a claim for indemnity party (the "First Party"), one of its affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 6.06(a) (12.1, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the other party (the "Second Party") in writing of such claim (a “"Tax Claim”"), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that however, the failure of a the First Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Second Party has been 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 Claim relating to as a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct result of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten failure (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to except the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 Second Party shall not be unreasonably withheld, conditioned or delayedliable for any expenses incurred during the period in which the First Party failed to give such notice). If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Pre-Closing Tax PeriodPeriod for which Xxxxxx has indemnified MergerCo, Buyer Xxxxxx shall have the right to control the conduct of all proceedings and may make all decisions taken in connection with such Tax Claim; providedClaim (including selection of counsel) and, howeverwithout limiting the foregoing, that 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. With respect to any Tax Items Claim related to a Post-Closing Tax Period or with respect to which MergerCo has otherwise indemnified Xxxxxx, MergerCo shall control 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 or xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent that 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, Xxxxxx and MergerCo shall jointly participate in the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status resolution of such Tax Items in such Tax Claim and (ii) Seller shall be entitled each proceed in good faith to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedachieve a mutually agreeable result.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a) 7.01 of this Agreement (any such claim, a “Tax Claim”the "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (the "TAX INDEMNIFIED PARTY") receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "TAX CLAIM") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party which receives such claim shall notify the other Tax Indemnifying 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with the procedures set forth in Section 6.07(a7.04(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and . (ii) Buyer The Tax Indemnifying Party, at its own cost and expense, shall be entitled to participate in any such Tax Claim, if assume and control the resolution applicable audit or examination and the defense of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 7.01 of this Section 6.07(c) within Agreement, and the time period set forth aboveTax Indemnified Party and its Affiliates agree to cooperate with the Tax Indemnifying Party in pursuing such contest, then Buyer shall control such including execution of any powers of attorney in favor of the Tax Claim; providedIndemnifying Party. Notwithstanding anything to the contrary contained herein, however, that (A) Buyer the Tax Indemnifying Party shall keep Seller reasonably the Tax Indemnified Party informed as of all material developments and events relating to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such the Tax Claim without Seller’s prior written consentIndemnified Party, which shall not be unreasonably withheldat its own cost and expense and with its own counsel, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control participate in (but not control) the conduct applicable audit or examination and defense of such Tax Claim; provided, however, that with respect to . In no case shall any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not Indemnified Party settle or otherwise compromise such Tax Items in such any Tax Claim without Seller’s the Tax Indemnifying Party's prior written consent, which . Neither party shall not be unreasonably withheld, conditioned settle a Tax Claim relating solely to Income Taxes of the Company or delayedany of its Subsidiaries for a Straddle Period without the other party's prior written consent.

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) (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 a claim for Taxes, including notice of a pending auditTax 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 made by liable to such party, any Taxing Authorityof its affiliates or any of their respective officers, whichdirectors, if successfulemployees, might reasonably result in a claim for stockholders, agents or representatives and the amount of any indemnity payment pursuant to Section 6.06(a11(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) the Company has received from a taxing authority a first offer of settlement or (ii) the Company proposes to make a first offer of settlement to a taxing authority), Seller shall have the sole right to represent the Company's interests in any Tax audit or administrative or court proceeding and to employ counsel of its choice, and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative 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 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 claimaudit 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 audit or proceeding which Seller controls pursuant hereto), timely make available to 72 67 Seller all data and other information reasonably requested by Seller in connection with such audit or proceedings and make employees available on a “mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim”. 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 "Proposed Settlement"), then (A) the Party which receives 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 claim shall notify liability would have been if the Proposed Settlement had been accepted and (B) the other Party party shall be responsible for all expenses incurred thereafter in writing within fifteen (15) days of receipt connection with the contest 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) audit or proceeding 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect final settlement imposes less liability on the Tax Liability of Buyer or any of its Affiliates (including party who proposed to accept the Transferred Entities or Proposed Settlement than 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedProposed Settlement would have imposed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for an indemnity payment to any Purchaser Indemnified Party or Seller Indemnified Party pursuant to this Section 6.06(a8.06, Purchaser (in the case of any claim in respect of which a Purchaser Indemnified Party might be indemnified) or Seller (in the case of any claim in respect of which a Seller Indemnified Party might be indemnified) shall promptly notify Seller or Purchaser, as applicable, in writing of such claim, claim (a “Tax Claim”), . If notice of a Tax Claim is not given in accordance with the Party which receives preceding sentence within a sufficient period of time to allow the party entitled to such claim shall notify the other Party in writing within fifteen (15) days of receipt of notice to effectively contest such Tax Claim; provided, that or in reasonable detail to apprise such party of the failure nature of a Party the Tax Claim, in each case taking into account the facts and circumstances with respect to give such notice to the other Party Tax Claim, such party shall not affect the indemnification provided under Section 6.06(a) except be liable to any Purchaser Indemnified Party or Seller Indemnified Party, as applicable, to the extent that the Indemnifying Party has actually been such party’s position is materially prejudiced by such failureas a result thereof. (bii) 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 Subject to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policynext sentence, with respect to any Tax Claim relating solely to Taxes of any of the Companies, the Business or the Purchased Assets for a Pre-Closing Tax period ending on or prior to the Closing Date not described in Section 6.07(b)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 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 contest the Tax Claim in any permissible manner; provided, however, if Purchaser would be required to indemnify any Seller Indemnified Party with respect to any such Tax Claim, then (A) Purchaser shall have the right to control participate in the conduct defense of such Tax Claim unless Seller fails and to provide Buyer with written notice of employ counsel, at its election to control such Tax Claim within ten (10) days of own expense, separate from counsel employed by Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (iiB) Buyer shall be entitled to participate in any such Tax Claim, if without the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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, consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed. If ), Seller does shall not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status enter into any settlement of or otherwise compromise any such Tax Claim and (B) Buyer shall not settle or otherwise compromise such to the extent that it adversely affects the Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedliability of Purchaser. (diii) With respect to any Tax Claim relating to Taxes of any of the Companies, the Business or the Purchased Assets for a Straddle Tax Period, Buyer Purchaser 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 for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, if Seller would be required to indemnify any Purchaser Indemnified Party with respect to any such Tax Claim, then (A) Seller shall have the right to control participate in the conduct defense of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and to employ counsel, at its own expense, separate from counsel employed by Purchaser and (iiB) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s the prior written consent, consent of Seller (which consent shall not be unreasonably unreasonable withheld, conditioned or delayed), Purchaser shall not enter into any settlement of or otherwise compromise any such Tax Claim to the extent that it adversely affects the Tax liability of the Seller.

Procedures Relating to Indemnification of Tax Claims. (a) If either Seller or Buyer receives a written claim for Taxes, including notice of a pending audit, shall be made by from any Taxing Authority, whichtaxing authority that, if successful, might reasonably would result in an indemnity payment to Buyer, Seller or one of their respective affiliates (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”"), the Party which receives party receiving such claim Tax Claim shall promptly notify the other Party 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 . With respect to any Tax Claim (other than those relating solely to Taxes of any Company for a Tax period ending on or prior to the Closing Date not described in Section 6.07(bStraddle Period), Seller the indemnifying party shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim unless Seller fails to provide Buyer (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 written notice of any taxing authority with respect thereto, and may, in its election to control sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of refund suits or contest such Tax Claim in accordance with Section 6.07(aany permissible manner. The indemnifying party shall, however, consider in good faith the advice of the other party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of indemnifying party); provided, however, -------- -------- that (i) Seller in no case shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not indemnifying party settle or otherwise compromise such any Tax Claim without Buyer’s the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to all proceedings taken in connection with any Tax Claim relating solely to Taxes of any Company for a Straddle Period. Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in contesting any Tax PeriodClaim, Buyer which cooperation shall have include, without limitation, the right retention and (upon request) the provision of records and information to control the conduct of other party that are reasonably relevant to such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be is made by any Taxing Authoritytaxing authority, which, if successful, might reasonably 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 claim for indemnity pursuant to Section 6.06(a) (any 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 Party which receives 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 claim shall notify refund suits or contest the other Tax Claim in any permissible manner so long as (i) the indemnifying party notifies the indemnified Party in writing within fifteen (15) days after the indemnified party has given notice of receipt the Tax Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of such 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 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 defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Tax Claim in any manner it reasonably may deem appropriate, provided that 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 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 Sellers or Xxxxxxx may admit liability with respect to any Seller Group Tax Returnto, 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 Policysettle or compromise, with respect to any Tax Claim relating to Income Taxes of the U.S. Sellers without the consent of Buyer. If a Tax period ending 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 for which Buyer can be expected to be liable) or otherwise Buyer (Sellers, on the one hand, or prior Buyer, on the other hand, the "Controlling Party") shall be entitled to conduct the Closing Date not described defense of said Tax Claim. In such case, the other party (the "Non-Controlling Party") shall be entitled to participate fully (at its expense) in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to and the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller Controlling Party shall not settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned taking into account for this purpose any precedential custom or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, practice that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not may be unreasonably withheld, conditioned or delayedestablished). (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) 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 claim for TaxesLoss relating to a Tax (the "Tax Indemnifying Party"), including and the other party to this Agreement (the "Tax Indemnified Party") receives notice or otherwise becomes aware of a pending any deficiency, proposed adjustment, assessment, audit, shall be made by any Taxing Authorityexamination, whichsuit, if successful, might reasonably result in dispute or other claim (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”)") with respect to such Taxes or becomes aware of such Loss, the Tax Indemnified Party which receives such claim shall use reasonable efforts to notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; providedClaim or Loss. Failure to deliver the aforementioned notice, that however, shall not limit the failure liability of a the Tax Indemnifying 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 failureTax Indemnified Party. (b) Seller shall control any Tax Claim with respect Subject 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 PolicySection 10.10(d), with respect to any Tax Claim relating for which Purchaser is the Tax Indemnified Party and for which Purchaser has not waived its rights to a Tax period ending on or prior to the Closing Date not described indemnification for Taxes under this Agreement, Purchaser shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (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 written notice of any Taxing Authority with respect thereto, and may, in its election to control sole discretion, either pay the Tax claimed and sue for a refund where Applicable Law permits such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such refund suits or cxxxest the Tax Claim in accordance any permissible manner; (c) The Sellers and each of their respective affiliates shall cooperate with Section 6.07(a); providedPurchaser in contesting any Tax Claim, however, that which cooperation shall include the retention and (ion the Purchaser's request) Seller shall keep Buyer reasonably informed as the provision to the status Purchaser of records and information reasonably relevant to such Tax Claim, and (ii) Buyer shall be entitled making employees reasonably available to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if . (d) In no case shall Purchaser or the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer Companies or their subsidiaries or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents, representatives or the JV Entities) in any Post-Closing Tax Period, and Seller shall not affiliates settle or otherwise compromise such any Tax Claim or Loss for which indemnification may be provided under Section 10.01(a) without Buyer’s 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 shall consent may not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) 12.5.1 If a claim for Taxes, including Taxes is made or a notice of a pending audit, shall be made an audit is issued by any Taxing Authoritytaxing authority in writing, which, if successful, might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)12.4, the Party which receives such claim party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other Party party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within fifteen (15) days a reasonably sufficient period of receipt of time to allow the Tax Indemnifying Party effectively to contest such Tax Claim; provided, that and in reasonable detail to apprise the failure Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure to give prompt notice of a Party to give such notice to the other Party Tax Claim hereunder shall not affect the indemnification provided Tax Indemnifying Party's obligation under Section 6.06(a) 12.4, except to the extent that the Tax Indemnifying Party has actually been is materially prejudiced by such failurefailure to give prompt notice. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) 12.5.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 12.4 (including, without limitation, Taxes relating to a Straddle Period), Boise Cascade shall control all proceedings taken in connection with such Tax PeriodClaim and, Buyer 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 sue for a refund where xxxlicable law permits such refund suits or contest such Tax Claim. Boise Cascade shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Purchaser's prior written consent not to be unreasonably withheld. In connection with any proceeding taken in connection with such Tax Claim, (i) Boise Cascade shall keep the Purchaser informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes and (ii) the Purchaser shall have the right to control the conduct of participate, at its sole expense, in (but not control) any such proceedings. The Purchaser shall cooperate with Boise Cascade in contesting such Tax Claim; provided, howeverwhich cooperation shall include, that without limitation, the issuance of a power of attorney, the provision to Boise Cascade 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 or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Boise Cascade shall reimburse Purchaser for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Items Claim not described in such Tax Claim for the preceding paragraph which the resulting Tax Liability Seller would be required might result in an indemnity payment to provide indemnification Boise Cascade pursuant to this AgreementSection 12.4, (i) Buyer the Purchaser shall keep Seller reasonably informed as control all proceedings in accordance with provisions that are parallel to the status of such Tax Items those in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedSection 12.5.2.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a6.16(a) (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any such claimdeficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim relating to Taxes (a “Tax Claim”), the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has Party’s position is actually been materially prejudiced by such failureas a result thereof. (bii) 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 With respect to any Tax Claim relating to a for which the Tax period ending on or prior to Indemnifying Party acknowledges in writing its liability under this Section 6.16, the Closing Date not described Tax Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any taxing authority with respect thereto, and may, in its election to control such sole discretion, either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and xxx for a refund or contest the Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claimpermissible manner; provided, however, that (A) Seller and Buyer shall keep Seller reasonably informed as to the status of jointly control at their own expense all proceedings taken in connection with any such Tax Claim Claim, and (B) Buyer shall not settle or otherwise compromise any such Tax Claim without Sellerthe other party’s prior written consent, consent (which shall consent will not be unreasonably withheld, conditioned or delayed. ) if such Tax Claim relates (d1) With respect to Taxes of any of the Acquired Subsidiaries for a Straddle Period or (2) to Taxes for which Buyer or its Affiliates is liable and to Taxes for which Seller or its Affiliates is liable, (B) if any Tax Claim relating reasonably could be expected to a Straddle adversely affect (1) any of Buyer, the Acquired Subsidiaries, or their Affiliates in any Post-Closing Tax Period, Buyer shall have then the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for shall not be resolved, settled or compromised without Buyer’s consent, which consent will not be unreasonably withheld, conditioned or delayed or (2) any of Seller, the resulting Acquired Subsidiaries, the ADC Foreign Subsidiaries or their Affiliates in any Pre-Closing Tax Liability Seller would be required to provide indemnification pursuant to this AgreementPeriod, (i) Buyer shall keep Seller reasonably informed as to then the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle be resolved, settled or otherwise compromise such Tax Items in such Tax Claim compromised without Seller’s prior written consent, which shall consent will not be unreasonably withheld, conditioned or delayed, and (C) the Tax Indemnifying Party shall not be entitled to assume and control the proceedings taken in connection with a Tax Claim if, taking into account the maximum amount payable under the Tax Claim assuming it were adversely determined, the Tax Indemnifying Party is insolvent or subject to the jurisdiction of a court in a Title 11 or similar case. (iii) In the event that the Seller and Buyer cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes (including the purchase price allocation referred to in Section 3.5 hereof), such dispute shall be resolved by an internationally recognized accounting firm mutually agreeable to Seller and Buyer, whose decision shall be final and binding upon all Persons involved and whose expenses shall be shared equally by Seller and Buyer. (iv) Notwithstanding anything herein to the contrary, the parties agree that the “Current Deferred Tax Liability” set forth on the Business Balance Sheet in the amount of $341,250 (as such amount is adjusted through the Closing Date) relating to the potential payment of Malaysian withholding Taxes for accrued but unpaid services owing to a related party, to the extent all or any portion of such liability remains outstanding on the Closing Date Working Capital Statement, reflects the currently applicable withholding tax rate of ten percent (10%) under Malaysian law and neither party will make a claim for or seek indemnification from the other party to the extent that such withholding rate fluctuates above or below ten percent (10%) after the Closing Date but prior to the date on which such withholding must be computed and remitted to the Malaysian authorities.

Procedures Relating to Indemnification of Tax Claims. (a) If either Seller or Buyer receives a written claim for Taxes, including notice of a pending audit, shall be made by from any Taxing Authority, whichtaxing authority that, if successful, might reasonably would result in an indemnity payment to Buyer, Seller or one of their respective affiliates (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”"), the Party which receives party receiving such claim Tax Claim shall promptly notify the other Party 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim (other than those relating solely to Taxes of any Company for a Straddle Tax Period), Buyer the indemnifying party shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim; providedClaim (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 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 indemnified party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of the indemnifying party). Buyer and Seller shall jointly control all proceedings taken in connection with respect to any Tax Items Claim relating solely to Taxes of any Company for a Straddle Period except for proceedings relating to Taxes of an Affiliated Group, which shall be controlled by Seller. Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in such contesting any Tax Claim for Claim, which cooperation shall include, without limitation, the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, retention and (iupon request) Buyer shall keep Seller reasonably informed as the provision of records and information to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect other party that are reasonably relevant to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedClaim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, relating to Taxes shall be made against any indemnified party (the “tax indemnified party”) by any Taxing Authoritytaxing authority, which, if successful, might reasonably result in a claim for an indemnity payment to any tax indemnified party pursuant to Section 6.06(aArticle X, the tax indemnified party shall promptly notify the other party (the “tax indemnifying party”) in writing of such claim (any such claim, a “Tax Claim”), . If notice of a Tax Claim is not given to the Party which receives such claim shall notify tax indemnifying party within a sufficient period of time to allow the other Party in writing within fifteen (15) days of receipt of tax indemnifying party to effectively contest such Tax Claim, or in reasonable detail to apprise the tax indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the tax indemnifying party shall remain liable to the tax indemnified party; provided, however, that the failure of a Party to give such notice to the other Party tax indemnifying party shall not affect the indemnification provided have no liability under Section 6.06(a) except 10.03 to the extent that the Indemnifying Party it has been actually been and materially prejudiced by such failure. (b) Seller With respect to any Tax Claim that relates to a Pre-Closing Tax Period, the tax indemnifying party shall control all proceedings taken in connection with such Tax Claim (including selection of counsel reasonably acceptable to the tax indemnified party) 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. In no case shall any tax indemnified party settle or otherwise compromise any such Tax Claim without the tax indemnifying party’s prior written consent nor shall any tax indemnifying party settle or otherwise compromise any such Tax Claim that may adversely affect the Tax liability of the tax indemnified party or any Affiliate thereof without the tax indemnified party’s prior written consent (not to be unreasonably withheld). However, in the case of a Tax Claim with respect to any amounts for which Seller Group Tax Return, could be liable under Section 10.03(a) 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 Claim relating relate to a Tax period ending on Straddle Period or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c(i) within the time period set forth above, then Buyer neither party shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim proceedings 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 each party shall have the right to control participate fully in all aspects of the conduct prosecution or defense of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller neither party shall be entitled to participate in settle any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedconsent of the other.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a9.5(a) (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any such claimdeficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”)) with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (bii) 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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall, at its own expense, assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any Taxing Authority with respect thereto, and may, in its election to control such sole discretion, either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and xxx for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner; provided, however, that (i) Seller Sellers and Purchaser shall keep Buyer reasonably informed as to the status of jointly control all proceedings taken in connection with any such Tax ClaimClaim if such Tax Claim relates (A) to Taxes of a Company for a Straddle Period, or (B) to Taxes for which the Purchaser or the Companies are liable and (ii) Buyer any Seller or any of its Affiliates is also liable; provided, however, that the Tax Indemnified Party shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would the settlement of which could reasonably be expected to have a material an adverse effect on such Tax Indemnified Party. The Tax Indemnifying Party shall keep the Tax Liability Indemnified Party informed of Buyer the progress of all Tax Claims and shall provide copies of all written communications with any Governmental Body related to such Tax Claims. (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) In no case shall the Tax Indemnified Party, any Company or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents or the JV Entities) in any Post-Closing Tax Period, and Seller shall not representatives settle or otherwise compromise such any Tax Claim without Buyerthe Tax Indemnifying Party’s prior written consent. Neither party shall settle a Tax Claim relating to Taxes of a Company for a Straddle Period without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If Seller does The Tax Indemnifying Party shall not elect to control settle a Tax Claim pursuant without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to this Section 6.07(c) within have an adverse effect on the time period set forth above, then Buyer Purchaser in a Post-Closing Tax Period. No such consent shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to be necessary if the status settlement of such the Tax Claim and (B) Buyer shall not settle reduces or otherwise compromise such limits, or has the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect benefits that are attributable to any Pre-Closing Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, Period and that with respect may be allocated to any Tax Items in of the Companies and such Tax Claim for which settlement would not otherwise have an adverse effect on Purchaser or the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedCompanies.

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a claim for Taxes, including notice party (the “Tax Indemnified Party”) becomes aware of the existence of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a Tax issue that may give rise to an indemnification claim for indemnity pursuant to under Section 6.06(a) 9.01 (any such claim, a “Tax ClaimControversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party which receives such 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 Party in writing within fifteen (15) days of receipt of document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ClaimControversy; provided, however, that the a failure of a Party to give such notice to the other Party shall will not affect the such other party’s rights to indemnification provided under Section 6.06(a) this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party has actually been materially prejudiced by such failureParty. (bii) Seller Except as otherwise provided in this Section 9.09(c)(ii), after the Closing Date, (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members, (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Claim Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller Group Tax Returnmay elect to control the handling, and Buyer shall not participate in settling or control contesting of any such Tax Claim. Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (c) Except to except in the extent case of a Tax Controversy that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating relates to a Pre-Closing Consolidated Return) at its own expense. The Seller shall not settle, compromise and/or concede any portion of such Tax period ending on Controversy (except in the case of a Tax Controversy that relates to a Pre-Closing Consolidated Return) without obtaining the Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or prior conditioned. In the case of a Tax Controversy that relates both to the Closing Date not described in Taxes for which Purchaser is indemnified under Section 6.07(b9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to control the conduct of participate in such Tax Claim unless Seller fails to provide Buyer with written notice of Controversy at its election to control own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Claim within ten (10) days Controversy without the consent of the Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. If Seller does not elect to control a The Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer Indemnifying Party shall keep Seller the Tax Indemnified Party reasonably informed as to the status progress of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that proceeding with respect to any a Tax Items in Controversy to the extent such Tax Claim for which the resulting Tax Liability Seller would be required proceeding relates to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim Taxes payable by or with respect to the Transferred Entities or Transferred Assets and shall consider in good faith any written comments or suggestions regarding such Tax Items and Buyer shall not settle or otherwise compromise such proceeding from the Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.Indemnified Party. Table of Contents

Procedures Relating to Indemnification of Tax Claims. (a) 12.5.1 If a claim for Taxes, including Taxes is made or a notice of a pending audit, shall be made an audit is issued by any Taxing AuthorityTax Authority in writing, which, if successful, might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a12.4, the party seeking indemnification (the “Tax Indemnified Party”) shall promptly notify the other party (any the “Tax Indemnifying Party”) in writing of such claim, claim (a “Tax Claim”), ) within a reasonably sufficient period of time to allow the Tax Indemnifying Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of effectively to contest such Tax Claim; provided, that and in reasonable detail to apprise the failure Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Tax Authority. Failure to give prompt notice of a Party to give such notice to the other Party Tax Claim hereunder shall not affect the indemnification provided Tax Indemnifying Party’s obligation under Section 6.06(a) 12.4, except to the extent that the Tax Indemnifying Party has actually been is materially prejudiced by such failurefailure to give prompt notice. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) 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 Straddle Pre-Closing Period), Parent shall control all proceedings taken in connection with such Tax PeriodClaim to the extent relating to periods ending prior to the Closing or any Pre-Closing Period and, Buyer 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 connection with any proceeding taken in connection with such Tax Claim, (i) Parent shall keep Holdings informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes, and (ii) Holdings shall have the right to control the conduct of participate, at its sole expense, in (but not control) any such proceedings. Holdings shall cooperate with Parent in contesting such Tax Claim; provided, howeverwhich cooperation shall include, that without limitation, the issuance of a power of attorney, the provision to Parent 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 or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Parent shall reimburse Holdings for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Items Claim not described in such Tax Claim for the preceding paragraph (including that which the resulting Tax Liability Seller would be required might result in an indemnity payment to provide indemnification Parent pursuant to this AgreementSection 12.4), (i) Buyer Holdings shall keep Seller reasonably informed as control all proceedings in accordance with provisions that are parallel to the status of such Tax Items those in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedSection 12.5.2.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a) 7.01 of this Agreement (any such claim, a the “Tax ClaimTAX INDEMNIFYING PARTY”), and the other party to this Agreement (the “TAX INDEMNIFIED PARTY”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “TAX CLAIM”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party which receives such claim shall notify the other Tax Indemnifying 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with the procedures set forth in Section 6.07(a7.04(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and . (ii) Buyer The Tax Indemnifying Party, at its own cost and expense, shall be entitled to participate in any such Tax Claim, if assume and control the resolution applicable audit or examination and the defense of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 7.01 of this Section 6.07(c) within Agreement, and the time period set forth aboveTax Indemnified Party and its Affiliates agree to cooperate with the Tax Indemnifying Party in pursuing such contest, then Buyer shall control such including execution of any powers of attorney in favor of the Tax Claim; providedIndemnifying Party. Notwithstanding anything to the contrary contained herein, however, that (A) Buyer the Tax Indemnifying Party shall keep Seller reasonably the Tax Indemnified Party informed as of all material developments and events relating to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such the Tax Claim without Seller’s prior written consentIndemnified Party, which shall not be unreasonably withheldat its own cost and expense and with its own counsel, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control participate in (but not control) the conduct applicable audit or examination and defense of such Tax Claim; provided, however, that with respect to . In no case shall any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not Indemnified Party settle or otherwise compromise such Tax Items in such any Tax Claim without Sellerthe Tax Indemnifying Party’s prior written consent, which . Neither party shall not be unreasonably withheld, conditioned settle a Tax Claim relating solely to Income Taxes of the Company or delayedany of its Subsidiaries for a Straddle Period without the other party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, relating to Taxes shall be made against any indemnified party (the “Tax Indemnified Party”) by any Taxing Authority, which, if successful, might reasonably result in a claim for an indemnity payment to any Tax Indemnified Party pursuant to Section 6.06(aArticle X, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party”) in writing of such claim (any such claim, a “Tax Claim”), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that however, the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Tax Indemnifying Party has actually been materially prejudiced by as a result of 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 With respect to any Tax Claim relating to a for which the Tax period ending on or prior to Indemnifying Party is solely responsible, the Closing Date not described Tax Indemnifying Party shall control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (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 written notice of any Taxing Authority with respect thereto, and may, in its election to control sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such refund suits or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner; provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller Indemnifying Party shall not settle or otherwise compromise such any Tax Claim that would have a material impact on the Tax Indemnified Party (disregarding any impact on the net operating losses or other tax attributes of the Company or any Company Subsidiary as of the Closing Date). In no case shall any Tax Indemnified Party settle or otherwise compromise any Tax Claim without Buyerthe Tax Indemnifying Party’s prior written consent, consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, conditioned or delayed. If Seller does not elect to control in the case of a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer (i) neither party shall control the proceedings and each party shall have the right to control participate fully in all aspects of the conduct prosecution or defense of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller neither party shall be entitled to participate in settle any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s the prior written consent, consent of the other (which consent shall not be unreasonably withheld). (c) Each party shall cooperate with the other party in contesting any Tax Claim, conditioned which cooperation shall include the retention and (upon the other party’s request) the provision to the other party of Records and information that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or delayedexplanation of any material provided hereunder.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authorityauthority, whichthat, if successful, might reasonably result in an indemnity payment to a claim for indemnity Purchaser Indemnified Party pursuant to this Section 6.06(a) (any such claim9.03, a “Tax Claim”), the Purchaser Indemnified Party which receives shall promptly notify Shareholder in writing of such claim shall notify the other (a "TAX CLAIM"). If a Purchaser Indemnified Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure has notice 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of if notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as is not given to the status Shareholder within a sufficient period of time to allow Shareholder to effectively contest such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 Shareholder shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect liable to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as any Purchaser Indemnified Party to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedextent that Shareholder's position is actually prejudiced as a result thereof. (dii) With respect to any Tax Claim relating (except to a Straddle Tax Periodthe extent otherwise provided in clause (iii) and (iv) of this Section 9.03(e)), Buyer shall have the right to Shareholder may, at his election, control the conduct of such Tax Claim; provided, however, that all proceedings taken in connection with respect to any Tax Items in such Tax Claim for (including, without limitation, selection of counsel which is reasonably acceptable to Purchaser) and, without limiting the resulting foregoing, may in his sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing authority with respect thereto, and may, in his sole discretion, either pay the Tax Liability Seller would 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 consent of Shareholder, which consent shall not be required unreasonably withheld or delayed. (iii) The Shareholder may elect to provide indemnification pursuant to this Agreement, participate with the Purchaser (ior Fan Asylum or any affected Subsidiary) Buyer shall keep Seller reasonably informed as in the joint control of all proceedings taken in connection with any Tax Claim to the status extent it relates to Taxes of such Fan Asylum or its Subsidiaries for a Straddle Period. If Shareholder does not elect to participate in joint control of a proceeding, then Purchaser (or Fan Asylum or its affected Subsidiaries) shall control the proceedings, but shall not settle any issue without the consent of Shareholder, which consent shall not be unreasonably withheld or delayed. (iv) The Shareholder may elect to participate with the Purchaser (or Fan Asylum or any affected Subsidiary) in the joint control of all proceedings taken in connection with any Tax Items in Claim under clause (ii) of this paragraph if a Purchaser Indemnified Party may not be fully indemnified for such Tax Claim and (ii) Seller shall be entitled as a result of limitations contained in this Article IX. If Shareholder does not elect to participate in joint control, then the Purchaser (or Fan Asylum or any such Tax Claim with respect to such Tax Items and Buyer affected Subsidiary) shall control the proceedings, but shall not settle any issue without the consent of Shareholder, which consent shall not be unreasonably withheld or otherwise delayed. (v) In no case shall Purchaser, Fan Asylum or its Subsidiaries admit any liability with respect to, or settle, compromise such Tax Items in such or discharge, any Tax Claim without Seller’s Shareholder's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. In no case shall Shareholder admit any liability with respect to, conditioned 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 unreasonably withheld or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a claim for Taxes, including notice party (the “Tax Indemnified Party”) becomes aware of the existence of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a Tax issue that may give rise to an indemnification claim for indemnity pursuant to under this Section 6.06(a) 12.07 (any such claim, a “Tax ClaimControversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party which receives such 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 Party in writing within fifteen (15) days of receipt of document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ClaimControversy; provided, however, that the a failure of a Party to give such notice to the other Party shall will not affect the such other party’s rights to indemnification provided under Section 6.06(a) this Article XII, except to the extent that such party is actually prejudiced thereby. In the event that after the First Closing Date or, in the case of TLM Philippines, the Second Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Section 12.07(a), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party, provided that the Tax Indemnified Party has actually been materially prejudiced by such failurecomplied with the provisions of this Section 12.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment. (bii) Seller Except as otherwise provided in this Section 12.07(e)(ii), after the First Closing Date or, in the case of TLM Philippines, the Second Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Claim Controversy with respect to any of the Transferred Entities or the Transferred Assets. In the case of a Contest after the applicable Closing Date that relates solely to Taxes for a Pre-Closing Tax Period, Seller Group Tax Returnmay elect to control the handling, and Buyer shall not participate in settling or control contesting of any such Tax Claim. (c) Except Controversy, but Purchaser shall have the right to participate in such Tax Controversy at its own expense. Seller shall not settle, compromise and/or concede any portion of such Tax Controversy without obtaining Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the extent that the insurer is otherwise entitled to control pursuant to the terms case of the R&W Policy, a Tax Controversy with respect to a Straddle Period, Purchaser may elect to control the handling, settling or contesting of any such Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b)Controversy, but Seller shall have the right to control the conduct participate in such Tax Controversy at its own expense. Purchaser shall not settle, compromise and/or concede any portion of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Controversy without obtaining Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. If Seller does not elect to control a The Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer Indemnifying Party shall keep Seller the Tax Indemnified Party reasonably informed as to the status progress of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that proceeding with respect to any a Tax Items in Controversy to the extent such Tax Claim for which the resulting Tax Liability Seller would be required proceeding relates to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim Taxes payable by or with respect to the Transferred Entities or Transferred Assets and shall consider in good faith any written comments or suggestions regarding such Tax Items and Buyer shall not settle or otherwise compromise such proceeding from the Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, Taxes shall be made by any Taxing Authoritytaxing authority in writing, which, if successful, might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)SECTION 9.4, the Indemnified Party which receives such claim shall promptly notify the other Indemnifying Party in writing of such claim (a "TAX CLAIM"). If notice of a Tax Claim (a "TAX NOTICE") is not given to the Indemnifying Party within fifteen (15) days a reasonably sufficient period of receipt of time to allow the Indemnifying Party effectively to contest such Tax Claim; provided, that or in reasonable detail to apprize the failure Indemnifying Party of a Party the nature of the Tax Claim, taking into account the facts and circumstances with respect to give such notice to Tax Claim, the other Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(a) except Indemnified Party or any of its affiliates to the extent that the Indemnifying Party has Party's position is actually been materially prejudiced by such failureas a result thereof. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim which might result in an indemnity payment to KNHC, KDC or any of their Affiliates pursuant to SECTION 9.4 (other than a Tax Claim relating to Taxes of KOC for a Straddle Period), and provided that KREG shall first have admitted its liability to KNHC, KDC or any of their Affiliates as the case may be, KREG shall control all proceedings taken in connection with such Tax PeriodClaim (including, Buyer without limitation, selection of counsel) and, without limitation of 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. 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 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 KREG's expense. (c) The contest of any Tax Claim that relates to Taxes of KOC for a Straddle Period shall be controlled by KDC (or, if required by law, KNHC) and KREG agrees, and agrees to cause its affiliates, to cooperate with KNHC, KDC (and their Affiliates) in pursuing such contest. KREG shall be kept informed of any such contest and shall have the right to control the conduct of such Tax Claim; providedparticipate, howeveror have its legal counsel or advisors participate, that at its expense. KDC shall not settle any claim with any taxing authority with respect to any Tax Items in such Tax Claim taxes for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, a Straddle Period unless (i) Buyer KREG shall keep Seller reasonably informed as have agreed in writing to the status of such Tax Items in settlement, such Tax Claim agreement not to be unreasonably withheld, and (ii) Seller KREG and KDC shall be entitled to participate have agreed on an apportionment of the proposed settlement liability amongst the Pre-Closing Tax Period and the portion of the Straddle Period commencing on the day after the Closing Date. To the extent KDC is represented in any such Tax Claim discussions with any taxing authority with respect to taxes for a Straddle Period, such Tax Items representatives shall owe an equal duty to both KDC and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedKREG.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a10.6(a) (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any such claimdeficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”)) with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (bii) Seller shall control any Tax Claim with With respect to any Seller Group Tax ReturnClaim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and Buyer 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 Sellers and Purchaser shall not participate jointly control all proceedings taken in connection with any such Tax Claim if such Tax Claim relates (i) solely to Taxes of a Company or control a Subsidiary for a Straddle Period or (ii) to Taxes described on Schedule 10.6(a)(i) for which the Purchaser, Companies or the Subsidiaries are liable and to Taxes for which any Seller or any of its Affiliates is liable. (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (civ) Except to In no case shall the extent that the insurer is Tax Indemnified Party, any Company or any Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise entitled to control pursuant to the terms of the R&W Policy, with respect to compromise any Tax Claim relating to without the Tax Indemnifying Party’s prior written consent. Neither party shall settle a Tax period ending on Claim relating solely to Taxes of a Company or a Subsidiary for a Straddle Period without the other party’s prior to the Closing Date written consent, which consent shall not described in Section 6.07(b), Seller be unreasonably withheld or delayed. The Tax Indemnifying Party shall have the right to control the conduct of such not settle a Tax Claim unless Seller fails to provide Buyer with written notice without the consent of its election to control the Tax Indemnified Party if 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 (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would settlement could reasonably be expected to have a material adverse effect on the Tax Liability of Buyer or any of its Affiliates (including Purchaser, the Transferred Entities or Companies and the JV Entities) Subsidiaries in any Post-a taxable period beginning after the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax ClaimDate ; provided, however, that (A) Buyer no such consent shall keep Seller reasonably informed as to be necessary if the status settlement of such the Tax Claim and (B) Buyer shall not settle reduces or otherwise compromise such limits, or has the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect benefits that are attributable to any Pre-Closing Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, Period and that with respect may be allocated to any Tax Items in of the Companies and Subsidiaries and such Tax Claim for which settlement would not otherwise have a material adverse effect on Purchaser, the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to Companies and the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedSubsidiaries.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a) 11.01 81 (any such claim, a “Tax Claim”the "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (the "TAX INDEMNIFIED PARTY") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "TAX CLAIM") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or, any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has actually been position is materially prejudiced by such failureas a result thereof. (b) Seller shall control With respect to any Tax Claim, for which the Tax Indemnified Party has 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 Group Tax Return, and Buyer shall not participate jointly control all proceedings taken in or control connection with any such Tax Claim. (c) Except 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 extent that the insurer is otherwise entitled Tax Indemnifying Party of records and information which are reasonably relevant to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to In no case shall Buyer, the Buyer Subsidiaries, the Clairol Entities or any Tax Claim relating to a Straddle Tax Periodof their respective 82 officers, Buyer shall have the right to control the conduct of such Tax Claim; provideddirectors, howeveremployees, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreementstockholders, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not agents or representatives settle or otherwise compromise such Tax Items in such any Tax Claim without Seller’s 's prior written consent, which . Neither party shall not be unreasonably withheld, conditioned settle a Tax Claim relating solely to Taxes of the Company or delayedthe Clairol Subsidiaries for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a1) If a written claim for Taxes, including notice of a pending audit, shall be made against an indemnified party by any Taxing Authority, which, if successful, might reasonably result in a claim for an indemnity payment to any indemnified party pursuant to Section 6.06(a) 9.01, the indemnified party shall promptly notify the indemnifying party in writing of such claim (any such claim, a “Tax Claim”), . If notice of a Tax Claim is not given to the Party which receives such claim shall notify indemnifying party within a sufficient period of time to allow the other Party in writing within fifteen (15) days of receipt of indemnifying party to effectively contest such Tax Claim; provided, that or in reasonable detail to apprise the failure indemnifying party of a Party the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to give such notice to Tax Claim, the other Party indemnifying party shall not affect the indemnification provided under Section 6.06(a) except be liable to any indemnified party to the extent that the Indemnifying Party has actually been indemnifying party’s position is materially prejudiced by such failureas a result thereof. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d2) With respect to any Tax Claim relating solely to Indemnified Tax Liabilities, Parent may participate in and, upon written notice to Purchaser, assume the defense of any such Tax Claim, at Parent’s expense. If Parent assumes such defense, (i) Parent shall have the sole discretion as to the conduct of such defense, including selection of counsel and choice of forum, and Parent may, in its sole discretion, (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and (B) either pay the Tax claimed and xxx for a Straddle refund where Applicable Law permits such refund suits or contest the Tax Period, Buyer Claim in any permissible manner and (ii) Purchaser shall have the right (but not the duty) to control participate in the conduct of defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Parent. Without limiting the foregoing, Parent shall not settle any such Tax Claim; provided, however, that with Claim without the prior written consent of the Purchaser (such consent not to be unreasonably delayed or withheld). With respect to any Tax Items Claim involving issues relating to a potential adjustment where solely Purchaser and the Company could be liable to a Seller Indemnitee, the foregoing provisions of this Section 9.06(d)(2) shall apply such that Purchaser and the Company shall be entitled to assume the defense of the Tax Claim, subject to the limitations set forth above. In the event that issues relating to a potential adjustment for which Seller and Parent are liable are required to be contested in such the same Tax Claim as separate issues relating to a potential adjustment for which Purchaser and the resulting Company are liable, Purchaser shall have the right, at its expense, to control the Tax Liability Claim solely with respect to the latter issues. (3) With respect to a Tax Claim involving issues relating to a potential adjustment for which both Seller would and Parent, on the one hand, and Purchaser and the Company or any Subsidiary, on the other hand, could be required to provide indemnification pursuant to this Agreementliable, (i) Buyer shall keep Seller reasonably informed as to both Parent and the status of such Tax Items Purchaser may participate in such the Tax Claim and (ii) Seller the Tax Claim shall be entitled controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 9.06(d)(3) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 9.06(d) by Purchaser and Parent. Neither Purchaser nor its affiliates (including the Company and the Subsidiaries) may agree to participate in settle any such Tax Claim with respect subject to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim this Section 9.06(d)(3) without Seller’s the prior written consentconsent of Parent, which consent shall not be unreasonably delayed or withheld. Neither Parent nor its affiliates may agree to settle any Tax Claim subject to this Section 9.06(d)(3) without the prior written consent of Purchaser, conditioned which consent shall not be unreasonably delayed or delayedwithheld. (4) The parties (including the Company and the Subsidiaries) shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and 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 Claim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, Taxes shall be made by any Taxing AuthorityAuthority in writing, which, if successful, might could reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)6.1 hereof, the Party which receives such claim party seeking indemnification (the "Tax Indemnified Party") shall upon receipt thereof promptly notify the other Party party (the "Tax Indemnifying Party") in writing within fifteen of such claim (15) days of receipt of a "Tax Claim"). If the Tax Claim is delivered to the party that would be the Tax Indemnifying Party for such Tax Claim; provided, that the failure Tax Indemnifying Party shall promptly notify the Tax Indemnified Party, in writing, of the existence of such claim. If notice of a Party to give such notice Tax Claim ("Tax Notice") is not given to the other 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 Claim, taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(a) except Tax Indemnified Party or any of its affiliates to the extent that the Tax Indemnifying Party has Party's position is actually been materially prejudiced by such failureas a result thereof. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim 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 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 Straddle Pre-Closing Tax PeriodPeriod of an affiliated, consolidated, combined or unitary group which includes a company other than the Company and any of its subsidiaries or any work papers relating thereto. In no case shall Buyer shall have or the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not Company settle or otherwise compromise such Tax Items in such any Tax Claim referred to in the preceding sentence without Seller’s '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 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 any of its subsidiaries for a Straddle Period shall be conducted and controlled jointly by Buyer and Seller, with either party having the option with the other party's consent of ceding the entire defense to the other, and each party shall reasonably cooperate (which cooperation shall not, under any circumstances, require the disclosure of any Tax Return relating to a Pre-Closing Tax Period of an affiliated, consolidated, combined or unitary group which includes a company other than the Company and its subsidiaries or any work papers relating thereto) and consult with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. Notwithstanding Section 12.4 above, (a) If a claim if one party is responsible for Taxesthe payment of Taxes pursuant to this Section 12 or any other provision of this Agreement (the "Tax Indemnifying Party"), including and the other party (the "Tax Indemnified Party") receives notice of a pending any deficiency, proposed adjustment, assessment, audit, shall be made by any Taxing Authorityexamination, whichsuit, if successful, might reasonably result in dispute or other claim relating to Taxes (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”"), the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has Party's position is actually been materially prejudiced by such failureas a result thereof. (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 With respect to any Tax Claim relating to a for which the Tax period ending on or prior to Indemnifying Party is responsible, the Closing Date not described Tax Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any taxing authority with respect thereto, and may, in its election to control such sole discretion, either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and sue for a refund or contest the Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claimpermissixxx manner; provided, however, that (A) Stockholder and Buyer shall keep Seller reasonably informed as to the status of jointly control all proceedings taken in connection with any such Tax Claim Claim, and (B) Buyer neither party shall not settle or otherwise compromise any such Tax Claim without Seller’s the other party's prior written consent, consent (which shall consent will not be unreasonably withheld, conditioned or delayed. ) if such Tax Claim relates to Taxes of the Acquired Company for a Straddle Period, (dB) With respect to if any Tax Claim relating reasonably could be expected to a Straddle adversely affect (1) any of Buyer, the Acquired Company, or their affiliates in any Post-Closing Tax Period, Buyer shall have then the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle be resolved, settled or otherwise compromise such Tax Items in such Tax Claim compromised without Seller’s prior written Buyer's consent, which shall consent will not be unreasonably withheld, conditioned or delayeddelayed or (2) any of Stockholder, the Acquired Company or their affiliates in any Pre-Closing Tax Period, then the Tax Claim shall not be resolved, settled or compromised without Stockholder's consent, which consent will not be unreasonably withheld, conditioned or delayed and (C) the Tax Indemnifying Party shall not be entitled to assume and control the proceedings taken in connection with a Tax Claim if, taking into account the maximum amount payable under the Tax Claim assuming it were adversely determined, the Tax Indemnifying Party is insolvent or subject to the jurisdiction of a court in a Title 11 or similar case. (c) In the event that the Stockholder and Buyer cannot agree on the calculation of any amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes, such dispute shall be resolved by an internationally recognized accounting firm mutually agreeable to Stockholder and Buyer, whose decision shall be final and binding upon all persons involved and whose expenses shall be shared equally by Stockholder and Buyer. (d) Any refunds or credits of Taxes of the Acquired Company relating to a Pre-Closing Tax Period shall be for the account of the Stockholder, and if any of Buyer or the Acquired Company receives or becomes entitled to any Tax refund or any amount credited against Tax that relates to a Pre-Closing Tax Period, it shall (A) in the case of a refund, pay Stockholder the amount of any such refund, and (B) in the case of a credit, pay to Stockholder at such time or times as such credit is actually utilized, the excess of (i) the amount of Taxes that would have been payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by Buyer or the Acquired Company in the absence of such credit over (ii) the amount of Taxes actually payable (or the amount of the Tax refund, offset or other reduction in Tax liability actually receivable) by the Buyer or the Acquired Company. Any refunds or credits of the Acquired Company relating to any Post-Closing Tax Period shall be for the account of the Buyer. Any refunds or credits of Taxes of the Acquired Company for any Straddle Period shall be equitably apportioned between Stockholder and Buyer in the manner set forth in Section 11.1(b) hereof. Buyer shall, if Stockholder so requests and at Stockholder's expense, file for and obtain any refunds or credits, or cause the Acquired Company to file for and obtain any refunds or credits to which Stockholder is entitled under this subsection (d). The parties agree and acknowledge that post-closing utilization by the Acquired Company and/or Buyer of suspended or other losses of the Acquired Company generated in any Pre-Closing Tax Period shall not entitle Stockholder to any payment or refund under this Section 12.6(d).

Procedures Relating to Indemnification of Tax Claims. (a) 12.5.1 If a claim for Taxes, including Taxes is made or a notice of a pending audit, shall be made an audit is issued by any Taxing Authoritytaxing authority in writing, which, if successful, might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)12.4, the Party which receives such claim party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other Party party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within fifteen (15) days a reasonably sufficient period of receipt of time to allow the Tax Indemnifying Party effectively to contest such Tax Claim; provided, that and in reasonable detail to apprise the failure Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure to give prompt notice of a Party to give such notice to the other Party Tax Claim hereunder shall not affect the indemnification provided Tax Indemnifying Party's obligation under Section 6.06(a) 12.4, except to the extent that the Tax Indemnifying Party has actually been is materially prejudiced by such failurefailure to give prompt notice. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) 12.5.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 12.4 (including, without limitation, Taxes relating to a Straddle Period), Boise Cascade shall control all proceedings taken in connection with such Tax PeriodClaim and, Buyer 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 sue for a refund where applicable xxx permits such refund suits or contest such Tax Claim. Boise Cascade shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Purchaser's prior written consent not to be unreasonably withheld. In connection with any proceeding taken in connection with such Tax Claim, (i) Boise Cascade shall keep the Purchaser informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes and (ii) the Purchaser shall have the right to control the conduct of participate, at its sole expense, in (but not control) any such proceedings. The Purchaser shall cooperate with Boise Cascade in contesting such Tax Claim; provided, howeverwhich cooperation shall include, that without limitation, the issuance of a power of attorney, the provision to Boise Cascade 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 or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Boise Cascade shall reimburse Purchaser for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Items Claim not described in such Tax Claim for the preceding paragraph which the resulting Tax Liability Seller would be required might result in an indemnity payment to provide indemnification Boise Cascade pursuant to this AgreementSection 12.4, (i) Buyer the Purchaser shall keep Seller reasonably informed as control all proceedings in accordance with provisions that are parallel to the status of such Tax Items those in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedSection 12.5.2.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall deficiency, proposed adjustment, assessment, examination, suit, dispute or other claim with respect to 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 reasonably result in a claim for indemnity pursuant to Section 6.06(a) or Section 6.06(b) (any such claim, a “Tax Claim”), the Party which receives such claim shall Tax Claim will notify the other Party in writing within fifteen (15) ten days of receipt of such Tax Claimthereof; provided, that that, the failure of a an Indemnified Party to give such notice to the other an Indemnifying Party shall will not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Party has actually and materially been materially prejudiced by such failure. (b) Seller shall will control any Tax Claim with respect to any Seller Group Tax Return, and Buyer shall will not control or 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 With respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control will control, at Seller’s expense, the conduct of such Tax Claim unless Seller fails to provide provides Buyer with written notice of its election refusal 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)Claim; provided, howeverthat, that (i) Seller shall will keep Buyer reasonably informed as to the status of such any Tax Claim, Claim that Seller controls pursuant to this Section 6.07(c) and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the DVU Transferred Entities or the JV Entities) in for Taxes for any Post-Closing Tax Period, and Seller shall will not settle or otherwise compromise such Tax Claim without Buyer’s prior written consent, which shall will not be unreasonably withheld, conditioned or delayed. If Seller does not elect refuses to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above), then Buyer shall will control such Tax Claim; provided, howeverthat, that (A) Buyer shall will keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall will not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall will not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to Party which has the greater potential Liability will control the conduct defense and resolution of such Tax Claim; provided, howeverthat, that with such Party defends the items as reported on the relevant Tax Return. With respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant subject to this AgreementSection 6.07(d), (i) Buyer shall the controlling Party will keep Seller the other reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall the non-controlling Party will be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall the controlling Party will not settle or otherwise compromise such Tax Items in such Tax Claim without Sellerthe other Party’s prior written consent, which shall will not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, Tax authority which, if successful, might reasonably result in a claim for an indemnity payment to any Indemnified Party pursuant to Section 6.06(a) 7.2 hereof, the Indemnified Party shall notify the Indemnifying Party promptly of such claim (any such claim, a “Tax Claim”), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that however, the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Party has actually been materially prejudiced by as a result of 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Pre-Closing Tax PeriodPeriod 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 Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and Buyer shall have the right to control participate fully in all aspects of the conduct prosecution or defense of such Tax ClaimClaim 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, howeverfurther, that with respect 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 adjustment which may result from the Tax Items Claim. Notwithstanding the foregoing, in such the case of a Tax Claim in respect of Taxes for which both the resulting Tax Liability Seller would and the Buyer (or its Affiliates including the Subject Companies) could be required to provide indemnification pursuant to this Agreementliable, (i) each of the Seller and the Buyer shall keep Seller reasonably informed as may participate in any proceeding relating to the status of such Tax Items in such Tax Claim and (ii) Seller the proceeding shall be entitled to participate in controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any such Tax Claim with respect to such Tax Items and Buyer corresponding adjustments that may reasonably be anticipated for future periods; provided that the controlling party shall not settle or otherwise compromise such Tax Items in such Tax Claim audit or proceeding without Seller’s the prior written consent, which shall consent of the non-controlling party (such consent not to be unreasonably withheld, conditioned withheld or delayed).

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a9.5(a) (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any such claimdeficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “"Tax Claim”)") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (bii) 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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall, at its own expense, assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any Taxing Authority with respect thereto, and may, in its election to sole discretion, either pay the Tax claimed and sue for a refund or contest the Tax Claim in any permissible manner; xrovided, however, that Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of if such Tax Claim in accordance with Section 6.07(a)relates (A) to Taxes of a Company for a Straddle Period, or (B) to Taxes for which the Purchaser or the Companies are liable and any Seller or any of its Affiliates is also liable; provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer Indemnified Party shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would the settlement of which could reasonably be expected to have an adverse effect on such Tax Indemnified Party. The Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all Tax Claims and shall provide copies of all written communications with any Governmental Body related to such Tax Claims. (iii) The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party's request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 49 (iv) In no case shall the Tax Indemnified Party, any Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party's prior written consent. Neither party shall settle a Tax Claim relating to Taxes of a Company for a Straddle Period without the other party's prior written consent, which consent shall not be unreasonably withheld or delayed. The Tax Indemnifying Party shall not settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to have an adverse effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) Purchaser in any a Post-Closing Tax Period, and Seller . No such consent shall not settle or otherwise compromise such be necessary if the settlement of the Tax Claim without Buyer’s prior written consentreduces or limits, which shall not be unreasonably withheldor has the effect of reducing or limiting, conditioned the use of any net operating losses, net capital losses or delayed. If Seller does not elect to control a other Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, benefits that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect are attributable to any Pre-Closing Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, Period and that with respect may be allocated to any Tax Items in of the Companies and such Tax Claim for which settlement would not otherwise have an adverse effect on Purchaser or the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedCompanies.

Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes pursuant to Sections 8.01-8.03 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives a claim for Tax Claim with respect to such Taxes, including notice the Tax Indemnified Party shall promptly deliver a copy of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), the 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 Tax Indemnifying Party. If a copy of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has Party's position is actually been materially prejudiced by such failureas a result thereof. (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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and pursue or forego any and all administrative proceedings with written notice of its election to control such any taxing authority with respect thereto, and may either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and sue for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner xx its own expense; provided, however, that (i) Seller shall keep Buyer reasonably informed as the Indemnified Party has the right to review and approve the status settlement of such the Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 approval shall not be unreasonably reasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as Notwithstanding anything herein to the status of contrary, Seller may defend and/or settle any Tax Claims (including by paying such Tax Claim Taxes and (Bseeking a refund) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedrelating to Pre-Closing Taxes as permitted by Sections 8.01 and 8.02(b). (dc) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have which Seller has the right to control pursuant to the conduct first sentence of this Section 8.05, Seller shall promptly pay or cause the Escrow Agent to pay to the Taxing authority directly the amount of any Liability as finally determined (provided that if Seller elects to sue for refund or contest such Tax Claim; providedLiabilities, however, that with respect it shall make or cause txx Escrow Agent to make any Tax Items in such Tax Claim payment for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedrefund is sought).

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for an indemnity payment to any Purchaser Indemnified Party or Seller Indemnified Party pursuant to this Section 6.06(a7.06, Purchaser (in the case of any claim in respect of which a Purchaser Indemnified Party might be indemnified) or Seller (in the case of any claim in respect of which a Seller Indemnified Party might be indemnified) shall promptly notify Seller or Purchaser, as applicable, in writing of such claim, claim (a “Tax Claim”), . If notice of a Tax Claim is not given in accordance with the Party which receives preceding sentence within a sufficient period of time to allow the party entitled to such claim shall notify the other Party in writing within fifteen (15) days of receipt of notice to effectively contest such Tax Claim; provided, that or in reasonable detail to apprise such party of the failure nature of a Party the Tax Claim, in each case taking into account the facts and circumstances with respect to give such notice to the other Party Tax Claim, such party shall not affect the indemnification provided under Section 6.06(a) except be liable to any Purchaser Indemnified Party or Seller Indemnified Party, as applicable, to the extent that the Indemnifying Party has actually been such party’s position is materially prejudiced by such failureas a result thereof. (bii) 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 Subject to the extent that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policynext sentence, with respect to any Tax Claim relating solely to Taxes of either of the Companies for a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any PostPre-Closing Tax Period, and Seller shall not 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. 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 7.06(a) and 7.06(b) (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 jointly by Seller and Purchaser. Subject to the preceding sentence, Purchaser shall control all administrative and judicial proceedings in connection with any Tax Claim 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 such any Tax Claim in respect of Taxes for which indemnification may be sought under Section 7.06(a) without BuyerSeller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control Neither party shall settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Taxes of either of the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to Companies for a Straddle Period without the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Sellerother party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) With respect to . In addition, in no case shall any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not Indemnified Party settle or otherwise compromise such Tax Items in such any Tax Claim without SellerPurchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, if such settlement or compromise relates to Taxes for which indemnification may be sought under Section 7.06(b) or could result in an increase in any Taxes of a Purchaser Indemnified Party for which Seller is not responsible under Section 7.06(a).

Procedures Relating to Indemnification of Tax Claims. (ai) If Promptly after a claim for Taxes, including notice party (the “Tax Indemnified Party”) becomes aware of the existence of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a Tax issue that may give rise to an indemnification claim for indemnity pursuant to under Section 6.06(a) 9.01 (any such claim, a “Tax ClaimControversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party which receives such 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 Party in writing within fifteen (15) days of receipt of document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax ClaimControversy; provided, however, that the a failure of a Party to give such notice to the other Party shall will not affect the such other party’s rights to indemnification provided under Section 6.06(a) this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party has actually been materially prejudiced by such failureParty. (bii) Seller Except as otherwise provided in this Section 9.09(c)(ii), after the Closing Date, (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members, (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Claim Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller Group Tax Returnmay elect to control the handling, and Buyer shall not participate in settling or control contesting of any such Tax Claim. Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (c) Except to except in the extent case of a Tax Controversy that the insurer is otherwise entitled to control pursuant to the terms of the R&W Policy, with respect to any Tax Claim relating relates to a Pre-Closing Consolidated Return) at its own expense. The Seller shall not settle, compromise and/or concede any portion of such Tax period ending on Controversy (except in the case of a Tax Controversy that relates to a Pre-Closing Consolidated Return) without obtaining the Purchaser’s written consent, which consent shall not be unreasonably withheld, delayed or prior conditioned. In the case of Tax Controversy that relates both to the Closing Date not described in Taxes for which Purchaser is indemnified under Section 6.07(b9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to control the conduct of participate in such Tax Claim unless Seller fails to provide Buyer with written notice of Controversy at its election to control own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Claim within ten (10) days Controversy without the consent of the Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. If Seller does not elect to control a The Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer Indemnifying Party shall keep Seller the Tax Indemnified Party reasonably informed as to the status progress of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that proceeding with respect to any a Tax Items in Controversy to the extent such Tax Claim for which the resulting Tax Liability Seller would be required proceeding relates to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim Taxes payable by or with respect to the Transferred Entities or Transferred Assets and shall consider in good faith any written comments or suggestions regarding such Tax Items and Buyer shall not settle or otherwise compromise such proceeding from the Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedIndemnified Party.

Procedures Relating to Indemnification of Tax Claims. (a) 9.6.2.1 If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives written notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “"Tax Claim”)") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall shall, as soon as commercially practicable, notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party as soon as commercially practicable, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except 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 has actually been materially prejudiced by such failure. (b) Seller shall control compromise, defend or settle, at its own expense, 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct make all judgments and decisions in respect of such compromise, defense or settlement of such Tax Claim unless Seller fails to provide Buyer Claim. Without limiting the foregoing, the Tax Indemnifying Party may pursue or forego any and all administrative proceedings 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 any taxing authority with respect thereto, and may either pay the Taxes claimed and sue for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner at xxs own expense; provided, however, that (i) Seller in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall keep Buyer reasonably informed as to the status of jointly control all proceedings taken in connection with any such Tax Claim, and (ii) Buyer shall be entitled to participate in if any such Tax Claim, if the resolution of such Tax Claim would could reasonably be expected to have a material an adverse effect on the Tax Liability of Buyer (A) Purchaser, any Company, any Subsidiary or any of its their Affiliates (including the Transferred Entities or the JV Entities) in any Post-taxable period beginning after the Closing Date, the Tax Period, and Seller Claim shall not settle be settled or otherwise compromise such Tax Claim resolved without Buyer’s Purchaser's prior written consent, which consent shall not be unreasonably withheld, conditioned delayed or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and withheld or (B) Buyer Sellers or any of their Affiliates in any taxable period ending on or before the Closing Date, the Tax Claim shall not settle be settled or otherwise compromise such Tax Claim resolved without Seller’s Sellers' prior written consent, which consent shall not be unreasonably delayed or withheld. The Tax Indemnifying Party shall, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Periodas soon as commercially practicable, Buyer shall have provide in writing and in reasonable detail the right to control the conduct nature of such Tax Claim; provided, however, Claims that could reasonably be expected to have an adverse effect on the Tax Indemnified Party. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with respect to the Tax Indemnifying Party in contesting any Tax Items in such Claim, which cooperation shall include the retention and (upon the Tax Claim for which Indemnifying Party's request) the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as provision to the status Tax Indemnifying Party of such Tax Items in such Tax Claim records and (ii) Seller shall be entitled to participate in any such Tax Claim with respect information which are reasonably relevant to such Tax Items Claim, and Buyer 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 not the Tax Indemnified Party, any Company or Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise such Tax Items in such any Tax Claim without Seller’s 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, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim Authority for indemnity which the Partners are or may be liable pursuant to Section 6.06(a) this Agreement, Regency shall notify the Partners in writing within 10 Business Days of receipt by Regency of notice of such claim (any such claim, a “Tax Claim”), the 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 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 Partners, at the insurer is otherwise entitled to Partners’ expense, shall control pursuant to the terms of the R&W Policy, all proceedings taken in connection with respect to any Tax Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails (including selection of counsel). The Partners shall permit Regency to provide Buyer with written notice of its election to control participate in (but not control), at Regency’s sole cost and expense, 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 (i) Seller proceeding through counsel chosen by Regency and shall keep Buyer Regency reasonably informed as to the status of such Tax Claimproceeding. Notwithstanding the foregoing, the Partners and (ii) Buyer Regency shall be entitled to participate jointly control all proceedings in connection with any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected relating solely to have Taxes for a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Straddle Period, and Seller all costs and expenses related to such proceedings shall not be borne 50% by Regency and 50% by the Partners. No Party shall settle or otherwise compromise such a Tax Claim relating solely to Taxes of CDM for a Straddle Period without Buyerthe other Party’s prior written consent, which 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. If Seller does not elect ; and each of which consents shall be considered to control a 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 pursuant 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 this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as and making employees and representatives available on a mutually convenient basis to the status provide additional information or explanation of such Tax Claim and (B) Buyer shall not settle any material provided hereunder 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 testify at proceedings relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) 7.7.1.1 If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a5.10, Section 7.1.1.5 or Section 7.1.2.3 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “"Tax Claim”)") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall notify the other Tax Indemnifying Party in writing within fifteen (15) days Business Days of receipt notice of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within the specified period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (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 7.7.1.2 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any Governmental Body with respect thereto, and may, in its election to control such sole discretion, either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and xxx for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner; provided, however, that (i) in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. The Tax Indemnifying Party shall keep Buyer the other Party reasonably informed as of all material developments and events relating to such Tax Claim (including reasonably prompt forwarding of copies to the status other Party of any related correspondence. The other Party shall have the right to participate (but not control) the defense of such Tax Claim at its own expense. 7.7.1.3 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 (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on . 7.7.1.4 In no case shall the Tax Liability of Buyer Indemnified Party, the Company or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents or the JV Entities) in any Post-Closing Tax Period, and Seller shall not representatives settle or otherwise compromise such any Tax Claim without Buyer’s the Tax Indemnifying Party's prior written consent, which . Neither party shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Taxes of the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to Company for a Straddle Period without the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s other party's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim for Taxes, including notice of a pending audit, shall be made made, by any Taxing Authoritytaxing authority, which, if successful, which might reasonably result in a claim for an indemnity payment pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)8.1, the Party which receives party receiving notice of such audit, investigation, similar proceeding or claim shall promptly notify the other Party party in writing within fifteen (15) days of receipt of such audit, investigation, similar proceeding or claim (a "Tax ClaimProceeding"); provided, however, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided obligations under Section 6.06(a) except to 8.1 unless such failure materially prejudices the extent that the Indemnifying Party has actually been materially prejudiced by such failureindemnifying party. (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 With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b8.1(a), the Seller shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim unless Seller fails to provide Buyer Proceeding (including selection of counsel) and, without limiting the foregoing, may with written notice the consent of its election to control such Tax Claim within ten the other party (10which consent shall not be unreasonably withheld) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance pursue or forego any and all administrative appeals, proceedings, hearings and conferences with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claimany taxing authority with respect thereto, and (ii) 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 Buyer shall be entitled to participate in all proceedings with respect to any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected Proceeding (at its expense) and to have a material effect on the Tax Liability of Buyer or any employ counsel of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax Period, and Seller shall not settle or otherwise compromise choice for such Tax Claim without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedpurpose. (dc) With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to a Straddle Tax PeriodSection 8.1(b), the Buyer shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim; providedProceeding (including selection of counsel) and, howeverwithout limiting the foregoing, that 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 to 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 Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) permissible manner. The Seller shall be entitled to participate in all proceedings with respect to any such Tax Claim 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 such the aforementioned Tax Items Proceedings. Notwithstanding the foregoing, the Buyer and Buyer the Seller shall not jointly control all proceedings taken in connection with (i) any Tax Proceeding relating solely to Taxes for a Straddle Period and (ii) any Tax Proceeding which might result in both an indemnity payment pursuant to Section 8.1(a) and an indemnity payment pursuant to Section 8.1(b). In no case shall any party settle or otherwise compromise such any Tax Items in such Tax Claim Proceeding without Seller’s the other party's prior written consent, consent (which shall consent may not be unreasonably withheld). (e) The Buyer, conditioned the Company and the Company Subsidiaries, 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 information which are reasonably relevant to such Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information or delayedexplanation of any material provided hereunder or to testify at proceedings relating to such Tax Proceeding and, in the case of the Buyer, causing the Company and the Company Subsidiaries to so cooperate.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in an indemnity payment to a claim for indemnity party (the "First Party"), one of its Affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 6.06(a) (9.4, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of such claim, give notice to the other party (the "Second Party") in writing of such claim (a “"Tax Claim”"), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, however, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(ahereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. With respect to any Tax Claim relating to any Pre-Closing Tax Period or any Straddle Period, the applicable Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) except 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 Indemnifying Party has actually been settlement of an issue raised in such a proceeding could materially prejudiced by such failure. (b) affect the liability for Taxes of Buyer or an IPC Entity for any period ending after the Closing Date, the applicable Seller shall control any Tax Claim with respect to any Seller Group Tax Returnnot settle such issue without the consent of Buyer, and Buyer which shall not participate in or control be unreasonably withheld. The applicable Seller shall keep Buyer informed of the progress of any such Tax Claim. (c) Except to the extent that the insurer is otherwise entitled to Claim and proceeding. The Buyer shall control pursuant to the terms of the R&W Policy, all proceedings with respect to any Tax Claim relating to a Tax taxable period ending on or prior to beginning after the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a)Date; provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status extent that the settlement of an issue raised in such Tax Claim, and (ii) Buyer shall be entitled to participate in a proceeding could materially affect the liability for Taxes of the applicable Seller or an IPC Entity for any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the Transferred Entities or the JV Entities) in any PostPre-Closing Tax PeriodPeriod (or portion thereof), and Seller the Buyer shall not settle or otherwise compromise such Tax Claim issue without Buyer’s prior written consentthe consent of the applicable Seller, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) The Buyer shall keep the applicable Seller reasonably informed as to of the status progress of any such Tax Claim and proceeding. The Seller, the Buyer, each of the Companies (Bas applicable) Buyer and each of their respective Affiliates shall not settle or otherwise compromise such reasonably cooperate with each other in contesting any Tax Claim without Seller’s prior written consentClaim, which cooperation shall not be unreasonably withheldinclude the retention and, conditioned upon the request of the party or delayed. (d) With respect to any Tax Claim parties controlling proceedings relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect the provision to any Tax Items in such Tax Claim for party or parties of records and information which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller are reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect relevant to such Tax Items Claim, and Buyer shall not settle making employees available on a mutually convenient basis to provide additional information or otherwise compromise explanation of any material provided hereunder or to testify at proceedings relating to such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedClaim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authoritytaxing authority (including the commencement of an audit or examination), which, if successful, might reasonably result in a claim for indemnity an indemnification payment to any Indemnitee pursuant to Section 6.06(a5.02(a) (any such claim, a “Tax Claim”or Section 5.02(b), the Party which receives such claim Indemnitee shall promptly notify the other Party in writing within fifteen (15) days of receipt of party or parties that would be responsible for 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 With respect to any Tax Claim relating to a Tax period ending on or prior to Claim, the Closing Date not described Indemnitee shall control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including the 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 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 any taxing authority with Section 6.07(a)respect thereto; provided, however, that in no case shall any Indemnitee or any affiliate thereof settle or compromise any Tax Claim or pay the Tax claimed and sue xxx a refund without the prior written consent of the Indemnitor (i) Seller 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), which consent shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer not be unreasonably withheld or conditioned. The Indemnitor shall be entitled to participate in the defense of any Tax Claim and employ counsel (not reasonably objected to by the Indemnitee), 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 Company, the Original Stockholders and each of their respective Affiliates shall cooperate with each other in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and provision upon request of records and information which are reasonably relevant to such Tax Claim, if the resolution and making employees available on a mutually convenient basis to provide additional information or explanation of such Tax Claim would reasonably be expected any material provided hereunder or to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect testify at proceedings relating to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, . It is understood that (A) Buyer the party requesting such cooperation shall keep Seller reasonably informed as to pay the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, out-of-pocket expenses incurred by the party from which shall not be unreasonably withheld, conditioned or delayedcooperation is requested. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) 9.6.2.1 If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a) 9.6.1 (any such claim, a “Tax Claim”the "TAX INDEMNIFYING PARTY"), and the other party (the "TAX INDEMNIFIED PARTY") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "TAX CLAIM") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) 9.6.2.2 With respect to any Tax Claim relating to a Straddle for which the Tax PeriodIndemnifying Party acknowledges in writing that it is liable for indemnity payments under this Article 9, Buyer the Tax Indemnifying Party shall have the right to assume and control the conduct of such Tax Claim; provided, however, that all proceedings taken in connection with respect to any Tax Items in 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 which a refund or contest the resulting Tax Liability Seller would be required to provide indemnification pursuant to this AgreementClaim in any permissible manner; PROVIDED, HOWEVER, that (i) Buyer in the case of a Tax Claim relating to Taxes of a Company or Subsidiary for a Straddle Period, Seller and Purchaser shall keep Seller reasonably informed as to the status of such Tax Items jointly control all proceedings taken in connection with any such Tax Claim and (ii) Seller shall if any Tax Claim could reasonably be entitled expected to participate have an adverse effect on (A) Purchaser, any Company, any Subsidiary or any of their Affiliates in any such taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser's consent, which consent shall not be unreasonably withheld or (B) Sellers or any of their Affiliates in any taxable period ending on or before the Closing Date, the Tax Claim shall not be settled or resolved without Sellers' consent, which consent shall not be unreasonably withheld. 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with respect 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 Items Claim, and Buyer 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 not the Tax Indemnified Party, any Company or Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise such Tax Items in such a Tax Claim without Seller’s the Tax Indemnifying Party's prior written consent if the Tax Indemnifying Party has acknowledged in writing that it is liable for the Tax Claim. Neither party shall settle a Tax Claim relating 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 withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. Buyer or ----------------------------------------------------- Seller, as the case may be, shall promptly 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) (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 a claim for Taxes, including notice of a pending auditTax 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 made by liable to such party, any Taxing Authorityof its affiliates or any of their respective officers, whichdirectors, if successfulemployees, might reasonably result in a claim for stockholders, agents or representatives and the amount of any indemnity payment pursuant to Section 6.06(a11(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) the Company has received from a taxing authority a first offer of settlement or (ii) the Company proposes to make a first offer of settlement to a taxing authority), Seller shall have the sole right to represent the Company's interests in any Tax audit or administrative or court proceeding and to employ counsel of its choice, and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative 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 may settle any issues and take any other actions in its discretion in connection with such audit or proceedings, and the results of the exercise by Seller of such right shall be final and binding on Buyer and its affiliates. Buyer shall cooperate fully with Seller (including, but not limited to, by granting to Seller a power of attorney reasonably necessary to represent the Company in any such claimaudit 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 audit or proceeding which Seller controls pursuant hereto), timely make available to Seller all data and other information reasonably requested by Seller in connection with such audit or proceedings and make employees available on a “mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim”. 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 "Proposed Settlement"), then (A) the Party which receives 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 claim shall notify liability would have been if the Proposed Settlement had been accepted and (B) the other Party party shall be responsible for all expenses incurred thereafter in writing within fifteen (15) days of receipt connection with the contest 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) audit or proceeding 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect final settlement imposes less liability on the Tax Liability of Buyer or any of its Affiliates (including party who proposed to accept the Transferred Entities or Proposed Settlement than 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedProposed Settlement would have imposed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If either Seller or Buyer receives a written claim for Taxes, including notice of a pending audit, shall be made by from any Taxing Authority, whichtaxing authority that, if successful, might reasonably would result in an indemnity payment to Buyer, Seller or one of their respective affiliates (a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “"Tax Claim”"), the Party which receives party receiving such claim Tax Claim shall promptly notify the other Party 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim (other than those relating solely to Taxes of any Company for a Straddle Tax Period), Buyer the indemnifying party shall have the right to control the conduct of all proceedings taken in connection with such Tax Claim; providedClaim (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 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 indemnified party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of the indemnifying party). Buyer and Seller shall jointly control all proceedings taken in connection with respect to any Tax Items Claim relating solely to Taxes of any Company for a Straddle Period except for proceedings relating to Taxes of an Affiliated Group, which shall be controlled by Seller. Buyer, Seller, any Company and each of their respective affiliates shall cooperate with each other in such contesting any Tax Claim for Claim, which cooperation shall include, without limitation, the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, retention and (iupon request) Buyer shall keep Seller reasonably informed as the provision of records and information to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect other party that are reasonably relevant to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedClaim.

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a7.01 or Section 7.02 of this Agreement (the "Tax Indemnifying Party"), and the other party to this Agreement (the "Tax Indemnified Party") receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “"Tax Claim”)") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that . The failure to so notify the failure of a Party to give such notice to the other Tax Indemnifying Party shall not affect relieve the indemnification provided under Section 6.06(a) Tax Indemnifying Party of its liability on account of indemnification, except to the extent that the Tax Indemnifying Party has is actually been materially prejudiced by such failurethereby. (bii) Seller The Tax Indemnifying Party shall assume and control any the applicable audit or examination and the defense of a Tax Claim with respect for which a majority of the Taxes potentially due are Taxes for which it has an obligation to any Seller Group indemnify the Tax ReturnIndemnified Party pursuant to Section 7.01 or Section 7.02 of this Agreement, and Buyer the Tax Indemnified Party and its affiliates shall not participate provide such cooperation as the Tax Indemnifying Party may reasonably request in or control any pursuing such Tax Claim. (c) Except to the extent that the insurer is otherwise entitled to control pursuant to the terms contest, including execution of limited powers of attorney in favor of the R&W Policy, with respect to any Tax Indemnifying Party. Where a Tax Claim relating is not assumed and controlled by the Tax Indemnifying Party (either because the Tax Indemnifying Party did not elect to a assume and control such contest or because the Tax period ending on or prior to the Closing Date Indemnifying Party did not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to assume and control such contest), the Tax Claim within ten Indemnifying Party agrees that it and its affiliates shall provide such cooperation as the Tax Indemnified Party may reasonably request in connection with such contest. (10iii) days Both parties agree to pursue with reasonable diligence the defense of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Claims that they control under this Section 6.07(a7.04(b); provided, however, that . (iiv) Seller shall keep Buyer reasonably informed as Notwithstanding anything to the status of such Tax Claimcontrary contained herein, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on party controlling the Tax Liability of Buyer applicable audit or any of its Affiliates (including the Transferred Entities examination 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. If Seller does not elect to control defense of a Tax Claim pursuant agrees to this Section 6.07(c) within keep the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller other party reasonably informed as to the status of such Tax Claim all material developments 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 events relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to Taxes for which such other party is responsible under Section 7.01 or Section 7.02, and the other party, at its own cost and expense and with its own counsel, shall have the right to participate in (but not control) the applicable audit or examination and defense of such Tax Items and Buyer Claim with respect to Taxes for which such other party is responsible under Section 7.01 or Section 7.02. Each party agrees to take such steps as are reasonably available to it to permit the other party to exercise the participation rights described in this Section 7.04(c)(iv). (v) In no case shall not any Tax Indemnified Party or Tax Indemnifying Party settle or otherwise compromise such Tax Items in such any Tax Claim without Seller’s the prior written consentconsent of the other party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Notwithstanding the foregoing, Seller may settle or otherwise comprise a Tax Claim relating to Taxes without the consent of Purchaser where such settlement or compromise does not materially impact Taxes of Purchaser, including Taxes for a Post-Closing Period, for which Seller does not have an obligation to indemnify under Section 7.01 or Section 7.02.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including party to this Agreement (the “Tax Indemnified Party”) receives any notice of a pending deficiency, proposed adjustment, adjustment, assessment, audit, shall examination, suit, dispute or other claim with respect (in whole or in part) to Taxes that would reasonably be made by any Taxing Authority, which, if successful, might reasonably expected to result in a claim any liability for indemnity pursuant Taxes of any other party or any of their respective affiliates (the “Tax Indemnifying Party”) or would reasonably be expected to Section 6.06(a) result in any indemnification obligation of the Tax Indemnifying Party or any of their respective affiliates (any such claim, a “Tax Claim”), the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that . No failure or delay on the failure part of a Tax Indemnified Party to give such notice to the other Tax Indemnifying Party shall not reduce or otherwise affect the indemnification provided under Section 6.06(a) obligations or liabilities of Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Indemnifying Party has LivaNova, any Seller or any of their respective affiliates is actually been materially prejudiced by such failurethereby. (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 With respect to any Tax Claim relating that relates to a Combined Tax period ending on Return (a “Combined Tax Claim”): (i) LivaNova shall, at its sole cost and expense, assume and control the applicable audit or prior examination and the defense of the Combined Tax Claim; provided that, to the Closing Date not described in Section 6.07(b)extent any such Combined Tax Return relates to any Transferred Subsidiary, Seller the Transferred Assets, or the Business, Purchaser, at its own cost and expense and with its own counsel, shall have the right to control participate in (but not control) the conduct applicable audit or examination and defense of such Tax Claim 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 (i) Seller shall keep Buyer reasonably informed as to the status of such Combined Tax Claim, and ; (ii) Buyer shall be entitled Purchaser agrees to participate cooperate reasonably with LivaNova and its subsidiaries with respect to such contest, including the execution of any powers of attorney in any favor of LivaNova or its affiliates to the extent reasonably necessary to the defense of such Combined Tax Claim, if the resolution ; and (iii) LivaNova shall (A) keep Purchaser reasonably informed of all material developments and events relating to such Combined Tax Claim would reasonably be expected to have a material effect on the extent such developments or events are relevant to the Business, the Transferred Assets, or the Transferred Subsidiaries and (B) to the extent such Combined Tax Liability of Buyer Claim relates to the Business, the Transferred Assets, or any of its Affiliates (including the Transferred Entities or the JV Entities) in any Post-Closing Tax PeriodSubsidiary, and Seller shall not settle or otherwise compromise (or extend the statute of limitations for) such Combined Tax Claim without BuyerPurchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed). (c) With respect to any Tax Claim that does not relate to a Combined Tax Return (a “Stand-Alone Tax Claim”): (i) The Tax Indemnifying Party shall be entitled, at its sole cost and expense, to control the applicable audit or examination and the defense of a Stand-Alone Tax Claim and the Tax Indemnified Party agrees to cooperate reasonably with the Tax Indemnifying Party with respect to such Stand-Alone Tax Claim, including the execution of any powers of attorney in favor of the Tax Indemnifying Party or its affiliates to the extent reasonably necessary to the defense of such Stand-Alone Tax Claim. the Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed of all material developments and events relating to such Stand-Alone Tax Claim, and the Tax Indemnified Party, at its sole cost and expense and with its own counsel, shall have the right to participate in (but not control) the applicable audit or examination and defense of such Stand-Alone Tax Claim, and in no case shall the Tax Indemnifying Party settle or otherwise compromise (or extend the statute of limitations for) any such Stand-Alone Tax Claim without the Tax Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (dii) With In the event that the Tax Indemnifying Party elects not to control an audit or examination and the defense of any Stand-Alone Tax Claim, the Tax Indemnified Party shall control such audit or examination and the defense of such Stand-Alone Tax Claim, the Tax Indemnifying Party agrees to cooperate reasonably with the Tax Indemnified Party with respect to any such Stand-Alone Tax Claim Claim, the Tax Indemnified Party shall keep the Tax Indemnifying Party reasonably informed of all material developments and events relating to a Straddle such Stand-Alone Tax PeriodClaim, Buyer the Tax Indemnifying Party, at its sole cost and expense and with its own counsel, shall have the right to control participate in (but not control) the conduct applicable audit or examination and defense of such Stand-Alone Tax Claim; provided, however, that with respect to any and in no case shall the Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not Indemnified Party settle or otherwise compromise (or extend the statute of limitations for) any such Tax Items in such Stand-Alone Tax Claim without Sellerthe Tax Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.;

Procedures Relating to Indemnification of Tax Claims. (ai) If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a5.2(a) (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any such claimdeficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “"Tax Claim”)") with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(a) except Tax Indemnified Party to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by as a result thereof. Additionally, if either party receives any notice of any proposed Tax Claim which could result in further Tax Claims applicable to any period during which the other party operated the Companies, the party receiving such failurenotice shall notify and consult with the other party prior to agreeing to any settlement of such proposed Tax Claims. (bii) 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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall, at its own expense, assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless (including selection of counsel) and, without limiting the foregoing, may pursue or forego any and all administrative proceedings with any Taxing authority with respect thereto, and may either pay the Tax claimed and sue for a refund or contest the Tax Claim in any permissible manner; xxxvided, however, that Seller fails to provide Buyer and Purchaser shall jointly control all proceedings taken in connection with written notice of its election to control any such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of if such Tax Claim in accordance with Section 6.07(a)relates to Taxes for which Purchaser or the Companies are liable and Seller or any of its Affiliates is also liable; and provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer Indemnified Party shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would the settlement of which could reasonably be expected to have a any material adverse effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.Indemnified

Procedures Relating to Indemnification of Tax Claims. (a) 9.6.2.1 If a claim one party is responsible for Taxes, including notice the payment of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity Taxes pursuant to Section 6.06(a9.6.1 (the “Tax Indemnifying Party”), and the other party (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (any such claim, a “Tax Claim”)) with respect to such Taxes, the Tax Indemnified Party which receives such claim shall promptly notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure . If notice of a Party to give such notice Tax Claim is not given to the other Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has position is actually been materially prejudiced by such failureas a result thereof. (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 9.6.2.2 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with written notice of any taxing authority with respect thereto, and may, in its election to control such sole discretion, either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and sxx for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of a Company or Subsidiary for a Straddle Period, Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (iwhich consent may not be unreasonably conditioned, withheld or delayed). 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) Seller shall keep Buyer reasonably informed as the provision to the status Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and (ii) Buyer shall be entitled making employees available on a mutually convenient basis to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on . 9.6.2.4 In no case shall the Tax Liability of Buyer Indemnified Party, the Companies, the Subsidiaries, or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents or the JV Entities) in any Post-Closing Tax Period, and Seller shall not representatives settle or otherwise compromise such any Tax Claim without Buyerthe Tax Indemnifying Party’s prior written consent, which . Neither party shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control settle a Tax Claim pursuant relating solely to this Section 6.07(c) within Taxes of any Company or Subsidiary for a Straddle Period without the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Sellerother party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending an audit, examination, inquiry or other claim shall be made by any Taxing Authority, Governmental Authority which, if successful, might reasonably result in an indemnity payment pursuant to Section 9.03(a) or Section 9.03(b), or if a Party otherwise wishes to assert a claim for indemnity indemnification pursuant to Section 6.06(a9.03(a) or Section 9.03(b) (any such claim, each a “Tax Claim”), the Party which receives such Indemnified Parties shall deliver written notice, specifying the basis for and amount (if known) of the claim shall notify asserted, to the other Party in writing Indemnifying Parties within fifteen five (155) days of receipt of the date such Tax ClaimClaim becomes known; provided, 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) hereunder except to the extent that the Indemnifying Party has Parties have actually been materially prejudiced by as a result of 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 Claim relating to a Tax period ending on or prior to the Closing Date not described in Section 6.07(b), Seller shall have the right to control the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of its election to control such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such Tax Claim in accordance with Section 6.07(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax PeriodPeriod ending on or before the Closing Date, Buyer Parent Seller shall have the right exclusive right, at its own expense, to control the conduct of all Proceedings and may make all decisions taken in connection with such Tax Claim; provided, however, that including all decisions to grant or deny any waiver or extension of the applicable statute of limitations. Parent Seller and Purchaser shall jointly control all Proceedings with respect to any Tax Items in such Claim relating to any Straddle Period, other than Tax Claims involving Group Tax Returns, which shall remain under the exclusive control of Parent Seller. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim for which the resulting Tax Liability Seller would be required it is entitled to provide indemnification control pursuant to this Agreement, and the other Party shall thereupon be permitted to defend and settle such Proceeding. (ic) Buyer The Parties shall keep Seller reasonably informed as satisfy their indemnity obligations pursuant to Section 9.03 within ten (10) days after a final determination (within the status meaning of such Section 1313(a) of the Code) of the relevant Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedis made.

Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes pursuant to Sections 8.01-8.03 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives a claim for Tax Claim with respect to such Taxes, including notice the Tax Indemnified Party shall promptly deliver a copy of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), the 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 Tax Indemnifying Party. If a copy of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, the Tax Indemnifying Party shall not affect be liable to the indemnification provided under Section 6.06(aTax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) except to the extent that the Tax Indemnifying Party has Party's position is actually been materially prejudiced by such failureas a result thereof. (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 With respect to any Tax Claim relating to a Claim, the Tax period ending on or prior to the Closing Date not described Indemnifying Party shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (including selection of EXECUTION COPY counsel) and pursue or forego any and all administrative proceedings with written notice of its election to control such any taxing authority with respect thereto, and may either pay the Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such claimed and sue for a refund or contest the Tax Claim in accordance with Section 6.07(a)any permissible manner xx its own expense; provided, however, that (i) Seller shall keep Buyer reasonably informed as the Indemnified Party has the right to review and approve the status settlement of such the Tax Claim, and (ii) Buyer shall be entitled to participate in any such Tax Claim, if the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer or any of its Affiliates (including the 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 approval shall not be unreasonably reasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as Notwithstanding anything herein to the status of contrary, Seller may defend and/or settle any Tax Claims (including by paying such Tax Claim Taxes and (Bseeking a refund) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedrelating to Pre-Closing Taxes as permitted by Sections 8.01 and 8.02(b). (dc) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have which Seller has the right to control pursuant to the conduct first sentence of this Section 8.05, Seller shall promptly pay or cause the Escrow Agent to pay to the Taxing authority directly the amount of any Liability as finally determined (provided that if Seller elects to sue for refund or contest such Tax Claim; providedLiabilities, however, that with respect it shall make or cause xxx Escrow Agent to make any Tax Items in such Tax Claim payment for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayedrefund is sought).

Procedures Relating to Indemnification of Tax Claims. (a) 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 claim for TaxesLoss relating to a Tax (the “Tax Indemnifying Party”), including and the other party to this Agreement (the “Tax Indemnified Party”) receives notice or otherwise becomes aware of a pending any deficiency, proposed adjustment, assessment, audit, shall be made by any Taxing Authorityexamination, whichsuit, if successful, might reasonably result in a dispute or other claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”)) with respect to such Taxes or becomes aware of such Loss, the Tax Indemnified Party which receives such claim shall use reasonable efforts to notify the other Tax Indemnifying Party in writing within fifteen (15) days of receipt of such Tax Claim; providedClaim or Loss. Failure to deliver the aforementioned notice, that however, shall not limit the failure liability of a the Tax Indemnifying 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 failureTax Indemnified Party. (b) Seller shall control any Tax Claim with respect Subject 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 PolicySection 10.10(d), with respect to any Tax Claim relating for which Purchaser is the Tax Indemnified Party and for which Purchaser has not waived its rights to a Tax period ending on or prior to the Closing Date not described indemnification for Taxes under this Agreement, Purchaser shall assume and control all proceedings taken in Section 6.07(b), Seller shall have the right to control the conduct of connection with such Tax Claim unless Seller fails to provide Buyer (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 written notice of any Taxing Authority with respect thereto, and may, in its election to control sole discretion, either pay the Tax claimed and sxx for a refund where Applicable Law permits such Tax Claim within ten (10) days of Seller’s receipt from Buyer of notice of such refund suits or contest the Tax Claim in accordance any permissible manner; (c) The Sellers and each of their respective affiliates shall cooperate with Section 6.07(a); providedPurchaser in contesting any Tax Claim, however, that which cooperation shall include the retention and (ion the Purchaser’s request) Seller shall keep Buyer reasonably informed as the provision to the status Purchaser of records and information reasonably relevant to such Tax Claim, and (ii) Buyer shall be entitled making employees reasonably available to participate in provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim, if . (d) In no case shall Purchaser or the resolution of such Tax Claim would reasonably be expected to have a material effect on the Tax Liability of Buyer Companies or their subsidiaries or any of its Affiliates (including the Transferred Entities their respective officers, directors, employees, stockholders, agents, representatives or the JV Entities) in any Post-Closing Tax Period, and Seller shall not affiliates settle or otherwise compromise such any Tax Claim or Loss for which indemnification may be provided under Section 10.01(a) without Buyerthe 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 shall consent may not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.07(c) within the time period set forth above, then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (d) With respect to any Tax Claim relating to a Straddle Tax Period, Buyer shall have the right to control the conduct of such Tax Claim; provided, however, that with respect to any Tax Items in such Tax Claim for which the resulting Tax Liability Seller would be required to provide indemnification pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed as to the status of such Tax Items in such Tax Claim and (ii) Seller shall be entitled to participate in any such Tax Claim with respect to such Tax Items and Buyer shall not settle or otherwise compromise such Tax Items in such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.