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

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of Taxes pursuant to Section 8.01, 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 (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby. (b) 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 Section 8.01, Section 8.02 or Section 8.03, and 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 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 examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party is responsible for Promptly after a party (the payment “Tax Indemnified Party”) becomes aware of Taxes pursuant the existence of a Tax issue that may give rise to an indemnification claim under Section 8.01, Section 8.02, or Section 9.03 9.01 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice issue and thereafter shall promptly forward to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Indemnifying Party pursuant Controversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this AgreementArticle IX, except to the extent that the Tax Indemnifying Party such party is actually prejudiced thereby. (b) The Tax Indemnifying Party shall assume and control the applicable audit . Any out-of-pocket expenses incurred in handling, settling or examination and the defense of contesting a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 Controversy shall be borne by the Tax Indemnifying Party. Notwithstanding anything to the contrary contained . (ii) Except as otherwise provided in this AgreementSection 9.09(c)(ii), after the Closing Date (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (except in the case of a Tax Controversy that 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 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 conditioned. In the case of a Tax Controversy that relates both to Taxes for which Purchaser is indemnified under Section 9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to participate in such Tax Controversy at its own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Controversy without the prior written consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned. The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of all material developments and events relating any Tax proceeding with respect to a Tax Controversy to the extent such Tax Claim, proceeding relates to Taxes payable by or with respect to the Transferred Entities and shall consider in good faith any written comments or suggestions regarding such Tax proceeding from 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 examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 7.01 of this Agreement (the “Tax Indemnifying Party”"TAX INDEMNIFYING PARTY"), and the other Party party to this Agreement (the “Tax Indemnified Party”"TAX INDEMNIFIED PARTY") receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”"TAX CLAIM") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on Claim in accordance with the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced therebyprocedures set forth in Section 7.04(a). (bii) The Tax Indemnifying Party Party, at its own cost and expense, 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 Section 8.01, Section 8.02 or Section 8.037.01 of this Agreement, and the Tax Indemnified Party and its affiliates 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 Agreementherein, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, 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 examination and defense of such Tax Claim. (c) . In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party Company or any of its subsidiaries Subsidiaries for a Straddle Period without the other Party’s party's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a1) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 7.01 of this Agreement (the “Tax Indemnifying Party”"TAX INDEMNIFYING PARTY"), and the other Party party to this Agreement (the “Tax Indemnified Party”"TAX INDEMNIFIED PARTY") receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”"TAX CLAIM") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on Claim in accordance with the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced therebyprocedures set forth in Section 7.04(a). (b2) 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 Section 8.01, Section 8.02 or Section 8.037.01 of this Agreement, and 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 Agreementherein, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, 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 examination and defense of such Tax Claim. (c) . In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party Company or any of its subsidiaries for a Straddle Period without the other Party’s party's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (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 one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 under this Agreement (the “Tax Indemnifying Party”), and the other Party to this Agreement party (the “Tax Indemnified Party”) receives a written notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of Claim and shall provide the Tax Indemnified Indemnifying Party to give such information as the Tax Indemnifying Party may reasonably request. If notice of a Tax Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreement, except the Tax Indemnified Party (or any of its Representatives) to the extent that the Tax Indemnifying Party Party’s position is actually prejudiced therebyas a result thereof. (bii) The With respect to any Tax Claim, the Tax Indemnifying Party shall shall, at its expense, assume and control the applicable audit or examination and the defense of a all proceedings taken in connection with such Tax Claim involving (including selection of counsel) and, without limiting the foregoing, may pursue or forego any Taxes for which it has an obligation to indemnify and all administrative proceedings with any Taxing Authority with respect thereto, and may either pay the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 claimed and xxx for a refund or Section 8.03, and contest the Tax Claim in any permissible manner. (iii) The Tax Indemnified Party and each of its affiliates agree to respective Affiliates shall cooperate reasonably with the Tax Indemnifying Party in pursuing such contestcontesting any Tax Claim, including execution of any powers of attorney in favor of which cooperation shall include the retention and (upon the Tax Indemnifying Party. Notwithstanding anything ’s request) the provision to the contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments records and events relating information which are reasonably relevant to such Tax Claim, and making employees available, upon reasonable prior request during normal business hours, to provide additional information or explanation of any material provided hereunder, or to testify at proceedings relating to such Tax Claim. The Tax Indemnifying Party shall bear all out-of-pocket costs of such contest. (iv) Except as otherwise previously agreed in writing, none of the Tax Indemnified Party, at its own cost and expense and with its own counselParent or SAI or any of their respective officers, directors, employees, stockholders, agents or Representatives shall have the right to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayedClaim.

Procedures Relating to Indemnification of Tax Claims. (a) 9.7.2.1 If one Party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 9.7.1 (the “"Tax Indemnifying Party”"), and the other Party to this Agreement (the “"Tax Indemnified Party”") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “"Tax Claim”") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such Party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such Party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (b) The 9.7.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the applicable audit foregoing, may in its sole discretion pursue or examination forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the defense 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 involving any relating solely to Taxes of the Company for which it has an obligation to indemnify a Straddle Period, the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. 9.7.2.3 The Tax Indemnified Party and each of its affiliates agree to respective Affiliates shall cooperate reasonably with the Tax Indemnifying Party in pursuing such contestcontesting any Tax Claim, including execution of any powers of attorney in favor of which cooperation shall include the retention and (upon the Tax Indemnifying Party. Notwithstanding anything 's request) the provision to the contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments records and events relating information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.7.2.4 In no case shall the Tax Indemnified Party, at its own cost and expense and with its own counselthe Company or any of their respective officers, shall have the right to participate in (but not control) the applicable audit directors, employees, stockholders or examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party Representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries Company for a Straddle Period without the other Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) 7.7.1.1 If one Party party is responsible for the payment of Taxes pursuant to Section 8.015.10, Section 8.02, 7.1.1.5 or Section 9.03 7.1.2.3 (the “"Tax Indemnifying Party”"), and the other Party to this Agreement party (the “"Tax Indemnified Party”") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “"Tax Claim”") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing within fifteen (15) Business Days of notice of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within the specified period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (b) The 7.7.1.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the applicable audit foregoing, may in its sole discretion pursue or examination forego any and all administrative proceedings with any Governmental Body with respect thereto, and may, in its sole discretion, either pay the defense 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 involving any relating solely to Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 Company for a Straddle Period, Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Indemnifying PartyClaim. Notwithstanding anything to the contrary contained in this Agreement, the The Tax Indemnifying Party shall keep the Tax Indemnified other Party reasonably informed of all material developments and events relating to such Tax Claim, and Claim (including reasonably prompt forwarding of copies to the Tax Indemnified Party, at its own cost and expense and with its own counsel, other Party of any related correspondence. The other Party shall have the right to participate in (but not control) the applicable audit or examination and 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 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. (c) 7.7.1.4 In no case shall any the Tax Indemnified Party Party, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries Company for a Straddle Period without the other Party’s party's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for Reasonably promptly after a party becomes aware of the payment existence of Taxes pursuant a Tax issue that may give rise to an indemnification claim under Section 8.01, 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 7.01 (a “Tax ClaimControversy”) with respect (in whole or in part) to such Taxesby it against the other party, the Tax Indemnified Party indemnified party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part indemnifying party of the Tax Indemnified Party to give notice Controversy, and thereafter shall promptly forward to the indemnifying party copies of communications and written notices with a Taxing Authority relating to such Tax Indemnifying Party Controversy; provided, however, that the failure to forward such communications and written notices to the indemnifying party shall reduce or otherwise affect not release the indemnifying party from any of its obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, under Section 7.01 except to the extent that the indemnifying party is prejudiced by such failure. Except as provided in this Section 7.06(d), upon notice to the indemnified party, the indemnifying party may elect to control, and may elect, at its sole cost and expense, to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action (a “Tax Indemnifying Party is actually prejudiced thereby. (bProceeding”) The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of with respect to a Tax Claim involving any Taxes Controversy for which it has an obligation would be required to indemnify the other party; provided that (i) the indemnifying party’s counsel is reasonably satisfactory to the indemnified party and (ii) the indemnifying party shall not settle any Tax Indemnified Party 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 8.017.06(d), Section 8.02 then the indemnified party shall have discretion in handling, settling or Section 8.03contesting such Tax Proceeding. The indemnified party shall not settle any Tax Controversy without obtaining the indemnifying party’s written consent, which shall not be unreasonably withheld. Seller and Purchaser shall jointly control, and 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 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 each have the right to participate in (but not control) all activities and strategic decisions with respect to, any Tax Proceedings for which each party would be required to indemnify the applicable audit other party with respect to one or examination and defense more Tax issues. Seller may assume sole control of any such Tax Claim. (c) In no case shall proceeding for any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayedif it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for Acquiror or Shareholder, as the payment of Taxes pursuant to Section 8.01case may be, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and shall promptly notify the other Party to this Agreement (in writing of the “Tax Indemnified Party”) receives a notice commencement of deficiency, proposed adjustment, adjustment, assessmentany claim, audit, examination, suit, dispute or other claim proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authority which may affect the liability of the other party under this Section 11.1 (each, a “"Tax Claim”) with "). Such notice shall describe the ------------ --------- asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect (in whole or in part) of any such asserted Tax Claim. If notice of a Tax Claim is not given by a party to such Taxes, the Tax Indemnified Party shall promptly notify other party within a sufficient period of time to allow the Tax Indemnifying Party in writing of other party to effectively contest such Tax Claim. No failure , or delay on in reasonable detail to apprise the part other party of the nature of the Tax Indemnified Party Claim or if an indemnified party otherwise fails to give notice to follow the Tax Indemnifying Party shall reduce or otherwise affect requirements of this Section 11.8, the obligations or liabilities amount of the Tax Indemnifying Party any indemnity ------------ payment pursuant to this AgreementSection 11.1 shall be reduced, except to the extent that the Tax Indemnifying Party other ------------ party is harmed or its position is actually prejudiced thereby. as a result thereof. With respect to any Tax Claim relating to Target for any period prior to the Effective Time, at Shareholder's election (bto be made not later than 10 business days following Shareholder's receipt of a notification from Acquiror that (i) The Surviving Entity has received from a taxing authority a first offer of settlement or (ii) Surviving Entity proposes to make a first offer of settlement to a taxing authority), except as set forth herein, Shareholder shall have the sole right to represent Shareholder's or Target's interest(s) in any Tax Indemnifying Party shall assume and control the applicable audit or examination 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 (collectively, "Tax Proceedings"), and --------------- may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided however, that Acquiror shall have the sole right to -------- ------- represent the Surviving Entity's interest in any Tax Proceedings related to all Taxes for the period after the Effective Date, including, but not limited to, any period after the Effective Date and before the Effective Time, and Shareholder's right to control any Tax Proceedings relating to Taxes for the period after the Effective Date and before the Effective Time shall be limited to those issues and matters affecting Income Taxes relating to the Target for such periods. Acquiror shall cooperate fully with Shareholder (including, but not limited to, by granting to Shareholder a power of attorney reasonably necessary to represent Target in any such audit or proceeding and by causing Target, at Shareholder's reasonable request, to take such requested actions in the defense of a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 against or Section 8.03, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in pursuing such contest, including execution compromise of any powers claim in any Tax audit or proceeding which Shareholder controls pursuant hereto), timely make available to Shareholder all data and other information reasonably requested by Shareholder in connection with such Tax Proceedings and make employees available on a mutually convenient basis to provide additional information or explanation of attorney in favor of the any material provided hereunder or to testify at Tax Indemnifying Party. Notwithstanding anything to the contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events Proceedings relating to such Tax Claim. Subject to the foregoing, Shareholder shall have sole control of all Tax Proceedings undertaken in connection with any Tax Claim relating to the Taxes of the Target for the period prior to the Effective Time, and the Tax Indemnified Party, at its own cost Acquiror and expense and with its own counsel, Surviving Entity shall have sole control of all Tax Proceedings undertaken in connection with any Tax Claim relating to the right to participate in (but Taxes of the Surviving Entity after the Effective Time; provided, however, that neither the Shareholder nor -------- ------- any of its respective officers, directors, employees, stockholders, agents or representatives will settle or otherwise compromise any Tax Claim which includes a position not control) consistent with prior Tax practice of the applicable audit Target and which may have an adverse effect upon the Acquiror's Taxes without the prior written consent of Surviving Entity, which shall not be unreasonably withheld or examination and defense of such Tax Claim. (c) delayed. In no case shall Acquiror, Surviving Entity or any Tax Indemnified Party of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim relating to any period prior to the Effective Date without the Tax Indemnifying Party’s prior written consentconsent of Shareholder, which shall not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned withheld or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the Each party entitled to an indemnity payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 13.01 (the “Tax Indemnifying Party”), and the other Party to this Agreement (the a “Tax Indemnified Party”) receives a agrees to give written notice to the indemnifying party (the “Tax Indemnitor”) of deficiencythe receipt of any written notice by the Tax Indemnified Party or an Affiliate of such Tax Indemnified Party (including, proposed adjustmentin the case where Purchaser is the Tax Indemnified Party, adjustmentany Transferred Subsidiary) which involves the assertion of any claim, assessment, or the commencement of any audit, examination, suit, dispute action or other claim proceeding (collectively, a “Tax Claim”) with in respect of which indemnity may be sought (in whole an “Indemnifiable Tax”) within 30 Business Days of such receipt or in part) to such Taxes, earlier time as would allow the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of Indemnitor to timely respond to such Tax Claim. No ; provided, however, that failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party such notification shall reduce or otherwise not affect the obligations or liabilities of the Tax Indemnifying Party pursuant to indemnification provided under this Agreement, Agreement except to the extent that the Tax Indemnifying Party is Indemnitor shall have been actually prejudiced therebyas a result of such failure. (b) The Tax Indemnifying Party shall Indemnitor shall, at its own expense, assume and control the applicable audit or examination and of the defense of a any Tax Claim involving for any Taxes for which it has an obligation to indemnify Indemnifiable Tax. The Tax Indemnitor shall (i) notify the Tax Indemnified Party pursuant of significant developments with respect to Section 8.01, Section 8.02 or Section 8.03, such Tax Claim and 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 keep the Tax Indemnified Party reasonably informed of all material developments and events relating to such Tax Claim, and consult with the Tax Indemnified Party, at its own cost and expense and Party with its own counsel, shall respect to any issue that reasonably could be expected to have an adverse effect on the right to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise any of its Affiliates (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not including by giving rise to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes an indemnity obligation of the Tax Indemnified Party or any of its subsidiaries Affiliates), (ii) give to the Tax Indemnified Party a copy of any Tax adjustment proposed in writing with respect to such Tax Claim and copies of any other material correspondences with the relevant Taxing Authority with respect to such Tax Claim, and (iii) otherwise permit the Tax Indemnified Party to participate in all aspects of any proceedings relating to such Tax Claim at the Tax Indemnified Party’s own expense. The Tax Indemnitor shall not pay or compromise any Tax liability asserted with respect to any Tax Claim for a Straddle Period any Indemnifiable Tax without the other Party’s prior written consentconsent of the Tax Indemnified Party, which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned. (c) Without limiting the generality of Section 14.03, the Tax Indemnified Party shall give the Tax Indemnitor such information with respect to any Tax Claim as the Tax Indemnitor may reasonably request. In addition, if, and to the extent required, the Tax Indemnified Party shall promptly execute and deliver, or cause to be executed and delivered by the relevant taxpayer, reasonable powers of attorney or other documents authorizing the Tax Indemnitor to defend and settle such Tax Claim in accordance with this Section 13.07. (d) If a Tax Claim potentially involves both Taxes for which Seller would be required to indemnify Purchaser and its Affiliates (including the Transferred Subsidiaries) pursuant to Section 13.01 and other Taxes for which Seller would not be required to indemnify Purchaser and its Affiliates (including the Transferred Subsidiaries), Purchaser and Seller shall jointly control such Tax Claim, and cooperate in good faith in such control. (e) The Tax Indemnitor may discharge, at any time, its indemnity obligations by paying the Tax Indemnified Party the amount of the applicable loss, (calculated as of the date that such payment can be made by the Tax Indemnified Party to the relevant Taxing Authority), so long as the Tax Indemnitor is actually able to satisfy the underlying Tax Claim by paying such amount to the relevant Taxing Authority.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 9.5(a) (the “Tax Indemnifying Party”), and the other Party to this Agreement party (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (bii) The With respect to any Tax Claim, the Tax Indemnifying Party shall shall, at its own expense, assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the applicable audit foregoing, may in its sole discretion pursue or examination forego any and all administrative proceedings with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the defense Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim if such Tax Claim relates (A) to Taxes of a Tax Claim involving any Company for a Straddle Period, or (B) to Taxes for which it has an obligation to indemnify the Purchaser or the Companies are liable and any Seller or any of its Affiliates is also liable; provided, however, that the Tax Indemnified Party pursuant shall be entitled to Section 8.01, Section 8.02 or Section 8.03, and participate in any Tax Claim the settlement of which could reasonably be expected to have an adverse effect on such 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 The Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all material developments Tax Claims and events relating 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 the Tax Indemnified Party, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at its own cost and expense and with its own counsel, shall have the right proceedings relating to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (civ) In no case shall any the Tax Indemnified Party Party, any Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries a Company for a Straddle Period without the other Partyparty’s prior written consent, which consent shall not to be unreasonably withheld, conditioned withheld or delayed. The Tax Indemnifying Party shall not settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to have an adverse effect on the Purchaser in a Post-Closing Tax Period. No such consent shall be necessary if the settlement of the Tax Claim reduces or limits, or has the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax benefits that are attributable to any Pre-Closing Tax Period and that may be allocated to any of the Companies and such settlement would not otherwise have an adverse effect on Purchaser or the Companies.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01Sections 9.01, Section 8.02, 9.02 or Section 9.03 10.03 hereof (the “Tax Indemnifying Party”), and the other Party 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby. (b) 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 Section 8.01Sections 9.01, Section 8.02 9.02 or Section 8.0310.03 hereof, and 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, (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 adjustments proposed in writing with respect to such Tax Claim, and (iii) 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 examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the other Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party a party to this Agreement (the “Tax Indemnified Party”) receives a any 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 Taxes that would reasonably be expected to result in any liability for Taxes of any other party or any of their respective affiliates (the “Tax Indemnifying Party”) or would reasonably be expected to result in any indemnification obligation of the Tax Indemnifying Party or any of their respective affiliates (such Taxesclaim, a “Tax Claim”), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party LivaNova, any Seller or any of their respective affiliates is actually prejudiced thereby. (b) The With respect to any Tax Indemnifying Party shall Claim that relates to a Combined Tax Return (a “Combined Tax Claim”): (i) LivaNova shall, at its sole cost and expense, assume and control the applicable audit or examination and the defense of a the Combined Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01Claim; provided that, Section 8.02 or Section 8.03, and 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 Agreementextent any such Combined Tax Return relates to any Transferred Subsidiary, the Tax Indemnifying Party shall keep Transferred Assets, or the Tax Indemnified Party informed of all material developments and events relating to such Tax ClaimBusiness, and the Tax Indemnified PartyPurchaser, 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 Combined Tax Claim; (ii) Purchaser agrees to cooperate reasonably with LivaNova and its subsidiaries with respect to such contest, including the execution of any powers of attorney in favor of LivaNova or its affiliates to the extent reasonably necessary to the defense of such Combined Tax Claim; and (iii) LivaNova shall (A) keep Purchaser reasonably informed of all material developments and events relating to such Combined Tax Claim to 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 Claim relates to the Business, the Transferred Assets, or any Transferred Subsidiary, shall not settle or otherwise compromise (or extend the statute of limitations for) such Combined Tax Claim without Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed). (c) In 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 consent shall not be unreasonably withheld, conditioned or delayed. (ii) 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 such Stand-Alone Tax Claim, the Tax Indemnified Party shall keep the Tax Indemnifying Party reasonably informed of all material developments and events relating to such Stand-Alone Tax Claim, the Tax Indemnifying 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 Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any such Stand-Alone Tax Claim without the Tax Indemnifying Party’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.;

Procedures Relating to Indemnification of Tax Claims. (a) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 11.01 (the “Tax Indemnifying Party”), and the other Party party to this Agreement (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities 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 pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or, except any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas 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 notice). (b) The 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 applicable audit foregoing, may in its sole discretion pursue or examination 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 defense 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 involving any relating to Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 Company for a Straddle Period, Seller and Buyer shall jointly control all proceedings taken in this Agreement, the Tax Indemnifying Party shall 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 connection with its own counsel, shall have the right to participate in (but not control) the applicable audit or examination and defense of any such Tax Claim. (c) In no case shall any The Tax Indemnified Party settle or otherwise compromise (or extend and each of its respective Affiliates shall cooperate with the statute of limitations or period of assessment or reassessment for) Tax Indemnifying Party in contesting any Tax Claim Claim, which cooperation shall include, without limitation, the retention and (upon the Tax Indemnifying Party’s prior written consent, not request) the provision to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified 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. (d) In no case shall Buyer, the Company or any of its subsidiaries for a Straddle Period their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without the other PartySeller’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed.be

Procedures Relating to Indemnification of Tax Claims. (a) If one Party any party is responsible required to indemnify and hold harmless another party from and against any Liability for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 9.01 (the “Tax Indemnifying Party”), and the other Party applicable indemnified 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities Liabilities of the Tax Indemnifying Party pursuant to this AgreementArticle IX; provided, except to the extent however, that the Tax Indemnifying Party is actually prejudiced therebyshall have no obligation to indemnify the Tax Indemnified Party pursuant to this Article IX to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxes. (b) 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 Section 8.01, Section 8.02 or Section 8.039.01, and the Tax Indemnified Party agrees to, and to cause its affiliates agree to Affiliates 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 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 examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.Indemnifying

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, 8.01 or Section 9.03 8.02 of this Agreement (the “Tax Indemnifying Party”"TAX INDEMNIFYING PARTY"), and the other Party another party to this Agreement (the “Tax Indemnified Party”"TAX INDEMNIFIED PARTY") receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”"TAX CLAIM") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby. (b) 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 Section 8.01, 8.01 or Section 8.02 or Section 8.03of this Agreement, and 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 Agreementherein, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, 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 examination and defense of such Tax Claim. (cii) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party None of the parties hereto shall settle a Tax Claim relating solely to Income Taxes of any of the Tax Indemnified Party Acquired Companies or any of its their respective subsidiaries for a Straddle Period without the other Party’s party's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, Sections 9.01 or Section 9.03 9.02 of this Agreement (the “Tax Indemnifying Party”), and the other Party 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against any liability or claim for Taxes that the Tax Indemnifying Party is actually prejudiced therebyobligated to pay hereunder. (bii) 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 Section 8.01, Section 8.02 Sections 9.01 or Section 8.03, 9.02 of this Agreement. The preceding sentence shall not apply to the extent the Tax Indemnifying Party has potential liability of less than 50% of the total potential liability of such Tax Claim. The party controlling the applicable audit or examination and the defense of the Tax Indemnified Claim shall be referred to herein as the “Controlling Party” and the other party shall be referred to herein as the “Non-Controlling Party.” The Non-Controlling Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Controlling Party in pursuing such contest, including execution of any powers of attorney in favor of the Tax Indemnifying Controlling Party. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, the Tax Indemnifying Controlling Party shall keep the Tax Indemnified Non-Controlling Party informed of all material developments and events relating to such Tax Claim, Claim and the Tax Indemnified Non-Controlling 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 Claim. . The Controlling Party shall not settle or otherwise compromise any Tax Claim if such settlement or compromise could reasonably be expected to have the effect of materially increasing the Tax liability of the Non-Controlling Party without the consent of the Non-Controlling Party, such consent not to be unreasonably withheld. If Controlling Party elects not to assume and control the applicable audit or examination and the defense of a Tax Claim, the Non-Controlling Party may pursue contest of or settle or otherwise compromise such Tax Claim, at Controlling Party’s sole expense. Notwithstanding the foregoing, in no case shall any Non-Controlling Party settle or otherwise compromise (cor extend the statute of limitations for) In any Tax Claim without the Controlling Party’s prior written consent. Further, in no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.limitations

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of a claim relating to Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party to this Agreement shall be made against any indemnified party (the “Tax Indemnified Party”) receives a notice of deficiencyby any Taxing Authority, proposed adjustmentwhich, adjustmentif successful, assessment, audit, examination, suit, dispute or other claim (a “might result in an indemnity payment to any Tax Claim”) with respect (in whole or in part) Indemnified Party pursuant to such TaxesArticle IX, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party Party”) in writing of such claim (a “Tax Claim”). No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities within a sufficient period of time to allow the Tax Indemnifying Party pursuant to this Agreementeffectively contest such Tax Claim, except 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 not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party Party’s position is actually materially prejudiced therebyas a result thereof. (b) The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving With respect to any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, and the Purchaser shall control all proceedings taken in connection with such Tax Indemnified PartyClaim (including selection of counsel), at its own cost and expense and with its own counsel, provided that Seller shall have the right to participate fully in (but not control) all aspects of the applicable audit prosecution or examination and defense of such Tax Claim. (c) In Claim at its own expense and in no case shall any Tax Indemnified Party Purchaser settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying PartySeller’s prior written consent, consent (which consent shall not to be unreasonably withheld, conditioned or delayed. Neither Party ). (c) Each party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without cooperate with the other Partyparty in contesting any Tax Claim, which cooperation shall include the retention and (upon the other party’s prior written consentrequest) the provision to the other party of Records and information that are reasonably relevant to such Tax Claim, not and making employees available on a mutually convenient basis to be unreasonably withheld, conditioned provide additional information or delayedexplanation of any material provided hereunder.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party is responsible for Promptly after a party (the payment “Tax Indemnified Party”) becomes aware of Taxes pursuant the existence of a Tax issue that may give rise to an indemnification claim under Section 8.01, Section 8.02, or Section 9.03 9.01 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice issue and thereafter shall promptly forward to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Indemnifying Party pursuant Controversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this AgreementArticle IX, except to the extent that the Tax Indemnifying Party such party is actually prejudiced thereby. (b) The Tax Indemnifying Party shall assume and control the applicable audit . Any out-of-pocket expenses incurred in handling, settling or examination and the defense of contesting a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 Controversy shall be borne by the Tax Indemnifying Party. Notwithstanding anything to the contrary contained . (ii) Except as otherwise provided in this AgreementSection 9.09(c)(ii), after the Closing Date, (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members, (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (except in the case of a Tax Controversy that 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 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 conditioned. In the case of Tax Controversy that relates both to Taxes for which Purchaser is indemnified under Section 9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to participate in such Tax Controversy at its own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Controversy without the consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned. The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of all material developments and events relating any Tax proceeding with respect to a Tax Controversy to the extent such Tax Claim, proceeding relates to 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 proceeding from 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 examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party is responsible for Promptly after a party (the payment “Tax Indemnified Party”) becomes aware of Taxes pursuant the existence of a Tax issue that may give rise to an indemnification claim under this Section 8.01, Section 8.02, or Section 9.03 12.07 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice issue and thereafter shall promptly forward to the Tax Indemnifying Party shall reduce copies of the relevant portion of any notice or otherwise other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article XII, except to the obligations or liabilities 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 complied with the provisions of this Agreement, except Section 12.07(e) and has given documentation to the extent that the Tax Indemnifying Party is actually prejudiced therebyestablishing the fact and the amount of payment. (bii) The Tax Indemnifying Party 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 assume and control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities or the Transferred Assets. In the case of a Contest after the applicable audit Closing Date that relates solely to Taxes for a Pre-Closing Tax Period, Seller may elect to control the handling, settling or examination and contesting of any such Tax Controversy, but Purchaser shall have the defense 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 case of a Tax Claim involving any Taxes for which it has an obligation Controversy with respect to indemnify a Straddle Period, Purchaser may elect to control the Tax Indemnified Party pursuant to Section 8.01handling, Section 8.02 settling or Section 8.03, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in pursuing such contest, including execution contesting of any powers such Tax Controversy, but Seller shall have the right to participate in such Tax Controversy at its own expense. Purchaser shall not settle, compromise and/or concede any portion of attorney in favor of the such Tax Indemnifying PartyControversy without obtaining Seller’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary contained in this Agreement, the The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of all material developments and events relating any Tax proceeding with respect to a Tax Controversy to the extent such Tax Claim, proceeding relates to 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 proceeding from 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 examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of a claim relating to Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 shall be made against any indemnified party (the “Tax Indemnifying Partytax indemnified party”)) by any taxing authority, and which, if successful, might result in an indemnity payment to any tax indemnified party pursuant to Article X, the tax indemnified party shall promptly notify the other Party to this Agreement party (the “Tax Indemnified Partytax indemnifying party”) receives a notice in writing of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other such claim (a “Tax Claim”) with respect (in whole or in part) ). If notice of a Tax Claim is not given to such Taxes, the Tax Indemnified Party shall promptly notify tax indemnifying party within a sufficient period of time to allow the Tax Indemnifying Party in writing of tax indemnifying party to effectively contest such Tax Claim. No failure , or delay on in reasonable detail to apprise the part tax indemnifying party of the nature of the Tax Indemnified Party Claim, in each case taking into account the facts and circumstances with respect to give notice such Tax Claim, the tax indemnifying party shall remain liable to the Tax Indemnifying Party tax indemnified party; provided, however, that the tax indemnifying party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except have no liability under Section 10.03 to the extent that the Tax Indemnifying Party is it has been actually and materially prejudiced therebyby such failure. (b) The With respect to any Tax Indemnifying Party Claim that relates to a Pre-Closing Tax Period, the tax indemnifying party shall assume 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 control 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 audit Law permits such refund suits or examination and contest the defense 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 involving any Taxes with respect to amounts for which it has an obligation Seller could be liable under Section 10.03(a) and that relate to indemnify a Straddle Period or a Post-Closing Tax Period, (i) neither party shall control the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, proceedings and 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 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, each party shall have the right to participate fully in (but not control) all aspects of the applicable audit prosecution or examination and defense of such Tax Claim. Claim and (cii) In no case neither party shall settle any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any such Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes consent of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayedother.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, 7.01 or Section 9.03 7.02 of this Agreement (the “"Tax Indemnifying Party”"), and the other Party 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No The failure or delay on the part of the Tax Indemnified Party to give notice to so notify the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of not relieve the Tax Indemnifying Party pursuant to this Agreementof its liability on account of indemnification, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby. (bii) The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving any for which a majority of the Taxes potentially due are Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 7.01 or Section 8.037.02 of this Agreement, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with shall provide such cooperation as the Tax Indemnifying Party may reasonably request in pursuing such contest, including execution of any limited powers of attorney in favor of the Tax Indemnifying Party. Where a Tax Claim is not assumed and controlled by the Tax Indemnifying Party (either because the Tax Indemnifying Party did not elect to assume and control such contest or because the Tax Indemnifying Party did not have the right to assume and control such contest), the Tax 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. (iii) Both parties agree to pursue with reasonable diligence the defense of Tax Claims that they control under this Section 7.04(b). (iv) Notwithstanding anything to the contrary contained in this Agreementherein, the party controlling the applicable audit or examination or the defense of a Tax Indemnifying Party shall Claim agrees to keep the Tax Indemnified Party other party reasonably informed of all material developments and events relating to such Tax ClaimClaim with respect to Taxes for which such other party is responsible under Section 7.01 or Section 7.02, and the Tax Indemnified Partyother 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 ClaimClaim 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). (cv) In no case shall any Tax Indemnified Party or Tax Indemnifying Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consentconsent of the other party, which consent shall not to be unreasonably withheld, conditioned withheld or delayed. Neither Party shall Notwithstanding the foregoing, Seller may settle or otherwise comprise a Tax Claim relating solely to Income Taxes without the consent of Purchaser where such settlement or compromise does not materially impact Taxes of the Tax Indemnified Party or any of its subsidiaries Purchaser, including Taxes for a Straddle Period without the other Party’s prior written consentPost-Closing Period, for which Seller does not have an obligation to be unreasonably withheld, conditioned indemnify under Section 7.01 or delayedSection 7.02.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, 8.01 or Section 9.03 8.02 of this Agreement (the “"Tax Indemnifying Party”"), and the other Party another 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby. (b) 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 Section 8.01, 8.01 or Section 8.02 or Section 8.03of this Agreement, and 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 Agreementherein, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, 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 examination and defense of such Tax Claim. (cii) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party None of the parties hereto shall settle a Tax Claim relating solely to Income Taxes of any of the Tax Indemnified Party Acquired Companies or any of its their respective subsidiaries for a Straddle Period without the other Party’s party's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party a party to this Agreement (the “Tax Indemnified Party”) receives a any 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 Taxes that would reasonably be expected to result in any liability for Taxes of any other party or any of their respective affiliates (the “Tax Indemnifying Party”) or would reasonably be expected to result in any indemnification obligation of the Tax Indemnifying Party or any of their respective affiliates (such Taxesclaim, a “Tax Claim”), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party XxxxXxxx, any Seller or any of their respective affiliates is actually prejudiced thereby. (b) The With respect to any Tax Indemnifying Party shall Claim that relates to a Combined Tax Return (a “Combined Tax Claim”): (i) LivaNova shall, at its sole cost and expense, assume and control the applicable audit or examination and the defense of a the Combined Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01Claim; provided that, Section 8.02 or Section 8.03, and 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 Agreementextent any such Combined Tax Return relates to any Transferred Subsidiary, the Tax Indemnifying Party shall keep Transferred Assets, or the Tax Indemnified Party informed of all material developments and events relating to such Tax ClaimBusiness, and the Tax Indemnified PartyPurchaser, 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 Combined Tax Claim; (ii) Purchaser agrees to cooperate reasonably with XxxxXxxx and its subsidiaries with respect to such contest, including the execution of any powers of attorney in favor of XxxxXxxx or its affiliates to the extent reasonably necessary to the defense of such Combined Tax Claim; and (iii) LivaNova shall (A) keep Purchaser reasonably informed of all material developments and events relating to such Combined Tax Claim to 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 Claim relates to the Business, the Transferred Assets, or any Transferred Subsidiary, shall not settle or otherwise compromise (or extend the statute of limitations for) such Combined Tax Claim without Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned, or delayed). (c) In 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 consent shall not be unreasonably withheld, conditioned or delayed. (ii) 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 such Stand-Alone Tax Claim, the Tax Indemnified Party shall keep the Tax Indemnifying Party reasonably informed of all material developments and events relating to such Stand-Alone Tax Claim, the Tax Indemnifying 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 Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any such Stand-Alone Tax Claim without the Tax Indemnifying Party’s prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.;

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of a claim relating to Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party to this Agreement shall be made against any indemnified party (the “Tax Indemnified Party”) receives a notice of deficiencyby any Taxing Authority, proposed adjustmentwhich, adjustmentif successful, assessment, audit, examination, suit, dispute or other claim (a “might result in an indemnity payment to any Tax Claim”) with respect (in whole or in part) Indemnified Party pursuant to such TaxesArticle X, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party Party”) in writing of such claim (a “Tax Claim. No ”); provided, however, the failure or delay on the part of the Tax Indemnified Party to give such notice shall not affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities has been materially prejudiced as a result of the such failure. (b) With respect to any Tax Indemnifying Party pursuant to this Agreement, except to the extent that Claim for which the Tax Indemnifying Party is actually prejudiced thereby. (b) 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 Section 8.01, Section 8.02 or Section 8.03, and 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 Agreementsolely responsible, the Tax Indemnifying Party shall keep control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, the Tax Indemnifying Party shall not settle or otherwise compromise any Tax Claim that would have a material impact on the Tax Indemnified Party informed (disregarding any impact on the net operating losses or other tax attributes 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 Company or any Company Subsidiary as of the right to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (c) Closing Date). In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, consent (which consent shall not to be unreasonably withheld). Notwithstanding the foregoing, conditioned or delayed. Neither Party shall settle in the case of a Tax Claim relating solely to Income Taxes a Straddle Period, (i) neither party shall control the proceedings and each party shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Indemnified Party or Claim and (ii) neither party shall settle any of its subsidiaries for a Straddle Period such Tax Claim without the other Party’s prior written consent, consent of the other (which consent shall not to 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 one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 7.01 of this Agreement (the “Tax Indemnifying PartyTAX INDEMNIFYING PARTY”), and the other Party party to this Agreement (the “Tax Indemnified PartyTAX INDEMNIFIED PARTY”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax ClaimTAX CLAIM”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on Claim in accordance with the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced therebyprocedures set forth in Section 7.04(a). (bii) The Tax Indemnifying Party Party, at its own cost and expense, 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 Section 8.01, Section 8.02 or Section 8.037.01 of this Agreement, and the Tax Indemnified Party and its affiliates 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 Agreementherein, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, 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 examination and defense of such Tax Claim. (c) . In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party Company or any of its subsidiaries Subsidiaries for a Straddle Period without the other Partyparty’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party is responsible for Promptly after a party (the payment “Tax Indemnified Party”) becomes aware of Taxes pursuant the existence of a Tax issue that may give rise to an indemnification claim under Section 8.01, Section 8.02, or Section 9.03 9.01 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives 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 shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice issue and thereafter shall promptly forward to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Indemnifying Party pursuant Controversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this AgreementArticle IX, except to the extent that the Tax Indemnifying Party such party is actually prejudiced thereby. (b) The Tax Indemnifying Party shall assume and control the applicable audit . Any out-of-pocket expenses incurred in handling, settling or examination and the defense of contesting a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 Controversy shall be borne by the Tax Indemnifying Party. Notwithstanding anything to the contrary contained . (ii) Except as otherwise provided in this AgreementSection 9.09(c)(ii), after the Closing Date, (except in the case of any Tax Controversy relating to a Tax Return of any consolidated, combined or unitary group of which the Transferred Entities were members, (a “Pre-Closing Consolidated Return”)), the Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to any of the Transferred Entities. In the case of a Contest after the Closing Date that relates solely to Taxes for which the Purchaser is indemnified under 9.01(a) (including any Pre-Closing Consolidated Returns), the Seller may elect to control the handling, settling or contesting of any such Tax Controversy, but the Purchaser shall have the right to participate in such Tax Controversy (except in the case of a Tax Controversy that 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 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 conditioned. In the case of a Tax Controversy that relates both to Taxes for which Purchaser is indemnified under Section 9.01(a) and Taxes for which Seller is indemnified under 9.01(b), the Purchaser shall control the conduct of such Tax Controversy, but the Seller shall have the right to participate in such Tax Controversy at its own expense, and the Purchaser shall not settle, compromise and/or concede such Tax Controversy without the consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned. The Tax Indemnifying Party shall keep the Tax Indemnified Party reasonably informed as to the progress of all material developments and events relating any Tax proceeding with respect to a Tax Controversy to the extent such Tax Claim, proceeding relates to 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 proceeding from 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 examination and defense . Table of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.Contents

Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment of Taxes to an indemnified party pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”11(a), 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 party receiving such claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party other party in writing of such claim (a "Tax Claim"). No failure If the indemnified party receives notice of a Tax Claim from a taxing authority and fails to notify the indemnifying party thereof within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, or delay on in reasonable detail to apprise the part indemnifying party of the nature of the Tax Indemnified Party Claim, in each case taking into account the facts and circumstances with respect to give notice such Tax Claim, the indemnifying party shall not be liable to the indemnified party with respect to such Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except Claim to the extent that the Tax Indemnifying Party indemnifying party's position is actually prejudiced thereby. as a result thereof. The indemnifying party shall have the right (bat its own cost and expense) The to control all proceedings taken in connection with any Tax Indemnifying Party Claim (including selection of counsel not reasonably objected to by the indemnified party) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative 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 suixx or contest the Tax Claim in any permissible manner; provided, however, that the indemnifying party shall assume and control not, without the applicable audit indemnified party's prior written consent, enter into any compromise or examination and the defense settlement of a Tax Claim involving any Taxes for which it has an obligation to indemnify that would adversely affect the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 Partyindemnified party. Notwithstanding anything to the contrary contained in this Agreement, the Tax Indemnifying Party The indemnifying party shall keep the Tax Indemnified Party indemnified party informed of all material developments and events relating to any such Tax Claim (including providing to the indemnified party, upon request, copies of all written materials pertaining to any such Tax Claim), and the indemnified party or its authorized representative shall be entitled, at the indemnified party's cost and expense, to participate in all conferences, meetings and proceedings relating to any such Tax Claim. The indemnified party shall reasonably cooperate with the indemnifying party in contesting any Tax Claim, which cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information which are reasonably relevant to such Tax Claim, and the Tax Indemnified Party, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at its own cost and expense and with its own counsel, shall have the right proceedings relating to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (c) In no case . So long as the indemnifying party is diligently defending a Tax Claim, neither the indemnified party nor any of its officers, directors, employees, stockholders, agents or representatives shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s indemnifying party's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party No party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party Company or any of its subsidiaries Subsidiary for a Straddle Period without the other Party’s party's prior written consent, not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 5.2(a) (the “Tax Indemnifying Party”), and the other Party to this Agreement party (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of a Tax Claim is not given to the Tax Indemnified Party to give notice to Indemnifying Party, the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of not be liable to the Tax Indemnifying Indemnified Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas 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 notice shall notify and consult with the other party prior to agreeing to any settlement of such proposed Tax Claims. (bii) The With respect to any Tax Claim, the Tax Indemnifying Party shall shall, at its own expense, assume and control the applicable audit or examination and the defense of a all proceedings taken in connection with such Tax Claim involving (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; provided, however, that Seller and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim if such Tax Claim relates to Taxes for which it has an obligation to indemnify Purchaser or the Companies are liable and Seller or any of its Affiliates is also liable; and provided, however, that the Tax Indemnified Party pursuant shall be entitled to Section 8.01, Section 8.02 or Section 8.03, and participate in any Tax Claim the settlement of which could reasonably be expected to have any material adverse effect on such 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 The Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all material developments Tax Claims and events shall provide copies of all written communications with any Governmental Entity related to such Tax Claims. Despite the forgoing, Purchaser shall have the sole right at its expense, to control any Tax Claim relating to any Straddle Period, provided, however, that Sellers shall be entitled to participate in such Tax Claim. (iii) The Tax Indemnified Party and each of its 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 the Tax Indemnified Party, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at its own cost and expense and with its own counsel, shall have the right proceedings relating to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (civ) In no case shall any the Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither The Tax Indemnifying Party shall not settle a Tax Claim relating solely to Income Taxes without the consent of the Tax Indemnified Party or any of its subsidiaries for if such settlement could reasonably be expected to have an adverse effect on Purchaser in a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayedPost-Closing Tax Period.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 10.6(a) (the “Tax Indemnifying Party”), and the other Party to this Agreement party (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (bii) The 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 applicable audit foregoing, may in its sole discretion pursue or examination forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the defense Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that Sellers and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim if such Tax Claim relates (i) solely to Taxes of a Tax Claim involving any Company or 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 it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 any Seller or Section 8.03, and the any of its Affiliates is liable. (iii) The Tax Indemnified Party and each of its affiliates agree to respective Affiliates shall cooperate reasonably with the Tax Indemnifying Party in pursuing such contestcontesting any Tax Claim, including execution of any powers of attorney in favor of which cooperation shall include the retention and (upon the Tax Indemnifying Party. Notwithstanding anything ’s request) the provision to the contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments records and events relating information which are reasonably relevant to such Tax Claim, and the Tax Indemnified Party, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at its own cost and expense and with its own counsel, shall have the right proceedings relating to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (civ) In no case shall any the Tax Indemnified Party Party, any Company or any Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party a Company or any of its subsidiaries a Subsidiary for a Straddle Period without the other Partyparty’s prior written consent, which consent shall not to be unreasonably withheld, conditioned 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 a material adverse effect on the Purchaser, the Companies and the Subsidiaries in a taxable period beginning after the Closing Date ; provided, however, that no such consent shall be necessary if the settlement of the Tax Claim reduces or limits, or has the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax benefits that are attributable to any Pre-Closing Tax Period and that may be allocated to any of the Companies and Subsidiaries and such settlement would not otherwise have a material adverse effect on Purchaser, the Companies and the Subsidiaries.

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, 7.2(a)(i) or Section 9.03 7.7(a) (the “Tax Indemnifying Party”), and the other Party to this Agreement party (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of a Tax Claim is not given to the Tax Indemnified Party to give notice to Indemnifying Party, the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of not be liable to the Tax Indemnifying Indemnified Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (bii) The With respect to any 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 Section 8.01Claim, Section 8.02 or Section 8.03, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party shall, at its own expense, be entitled to assume and control all proceedings taken in pursuing connection with such contestTax Claim; provided, including execution however, that Seller and Buyer shall jointly control all proceedings taken in connection with any such Tax Claim if such Tax Claim relates to Taxes for which Buyer or the Companies are liable and Seller or any of any powers of attorney in favor of the Tax Indemnifying Party. Notwithstanding anything to the contrary contained in this Agreementits Affiliates is also liable; provided, however, that the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all material developments Tax Claims and events shall provide copies of all written communications with any Governmental Entity related to such Tax Claims and that the Tax Indemnified Party shall be entitled to participate, at its own expense, in any Tax Claim. Despite the forgoing, Buyer shall have the sole right at its expense, to control any Tax Claim relating to any Straddle Period, provided however that Seller shall be entitled to participate, at its own expense, in such Tax Claim and shall be entitled to all rights and information provided to a Tax Indemnified Party pursuant to this Section 7.7(b)(ii). (iii) The Tax Indemnified Party and each of its 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, executing powers of attorney to the extent necessary to effectuate the provisions of this Section and the Tax Indemnified Party, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at its own cost and expense and with its own counsel, shall have the right proceedings relating to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (civ) In no case shall any The Tax Indemnified Party shall not settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither The Tax Indemnifying Party shall not settle a Tax Claim relating solely to Income Taxes without the consent of the Tax Indemnified Party or any if such settlement could reasonably be expected to have an adverse effect on Buyer in a Post-Closing Tax Period. (v) The provisions of its subsidiaries for a Straddle Period without the other Party’s prior written consent, this Section 7.7(b) (and not Section 7.4) shall apply to be unreasonably withheld, conditioned or delayedTax Claims.

Procedures Relating to Indemnification of Tax Claims. (a) 9.6.2.1 If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 9.6.1 (the “Tax Indemnifying Party”"TAX INDEMNIFYING PARTY"), and the other Party to this Agreement party (the “Tax Indemnified Party”"TAX INDEMNIFIED PARTY") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”"TAX CLAIM") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (b) The 9.6.2.2 With respect to any Tax Claim for which the Tax Indemnifying Party acknowledges in writing that it is liable for indemnity payments under this Article 9, 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 applicable audit foregoing, may in its sole discretion pursue or examination forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the defense Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; PROVIDED, HOWEVER, that (i) in the case of a Tax Claim involving relating to Taxes of a Company or Subsidiary for a Straddle Period, Seller and Purchaser shall jointly control all proceedings taken in connection with any Taxes for which it has such Tax Claim and (ii) if any Tax Claim could reasonably be expected to have an obligation to indemnify adverse effect on (A) Purchaser, any Company, any Subsidiary or any of their Affiliates in any taxable period beginning after the Closing Date, the Tax Indemnified Party pursuant to Section 8.01Claim shall not be settled or resolved without Purchaser's consent, Section 8.02 which consent shall not be unreasonably withheld or Section 8.03(B) Sellers or any of their Affiliates in any taxable period ending on or before the Closing Date, and 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 affiliates agree to respective Affiliates shall cooperate reasonably with the Tax Indemnifying Party in pursuing such contestcontesting any Tax Claim, including execution of any powers of attorney in favor of which cooperation shall include the retention and (upon the Tax Indemnifying Party. Notwithstanding anything 's request) the provision to the contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments records and events relating information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. 9.6.2.4 In no case shall the Tax Indemnified Party, at its own cost and expense and with its own counselany Company or Subsidiary or any of their respective officers, shall have the right to participate in (but not control) the applicable audit directors, employees, stockholders, agents or examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any a Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayedconsent if the Tax Indemnifying Party has acknowledged in writing that it is liable for the Tax Claim. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party a Company or any of its subsidiaries Subsidiary for a Straddle Period without the other Party’s party's prior written consent, which consent shall not to be unreasonably withheld, conditioned or delayed.

Procedures Relating to Indemnification of Tax Claims. Notwithstanding Section 12.4 above, (a) If if one Party party is responsible for the payment of Taxes pursuant to this Section 8.01, Section 8.02, 12 or Section 9.03 any other provision of this Agreement (the “"Tax Indemnifying Party”"), and the other Party to this Agreement party (the “"Tax Indemnified Party”") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim relating to Taxes (a “"Tax Claim”) with respect (in whole or in part) to such Taxes"), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities within a sufficient period of time to allow such party effectively to contest such Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party Party's position is actually prejudiced therebyas a result thereof. (b) The With respect to any Tax Claim for which the Tax Indemnifying Party is responsible, the Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a all proceedings taken in connection with such Tax Claim involving (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any Taxes for which it has an obligation to indemnify and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 claimed and sue for a refund or Section 8.03, and contest the Tax Indemnified Party Claim in any permissixxx manner; provided, however, that (A) Stockholder and its affiliates agree to cooperate reasonably Buyer shall jointly control all proceedings taken in connection 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 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, neither party shall have the right to participate in (but not control) the applicable audit or examination and defense of settle any such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s other party's prior written consent, consent (which consent will not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a ) if such Tax Claim relating solely relates to Income Taxes of the Tax Indemnified Party or any of its subsidiaries Acquired Company for a Straddle Period Period, (B) if any Tax Claim reasonably could be expected to adversely affect (1) any of Buyer, the Acquired Company, or their affiliates in any Post-Closing Tax Period, then the Tax Claim shall not be resolved, settled or compromised without the other Party’s prior written Buyer's consent, which consent will not to 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. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 5.2(a) (the “"Tax Indemnifying Party”"), and the other Party to this Agreement party (the “"Tax Indemnified Party”") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “"Tax Claim”") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of a Tax Claim is not given to the Tax Indemnified Party to give notice to Indemnifying Party, the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of not be liable to the Tax Indemnifying Indemnified Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas 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 notice shall notify and consult with the other party prior to agreeing to any settlement of such proposed Tax Claims. (bii) The With respect to any 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 Section 8.01, Section 8.02 or Section 8.03, and 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 AgreementClaim, the Tax Indemnifying Party shall, at its own expense, assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may 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 and Purchaser shall keep jointly control all proceedings taken in connection with any such Tax Claim 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, however, that 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 be entitled to participate in (but not control) the applicable audit or examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the settlement of which could reasonably be expected to have any material adverse effect on such Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.Indemnified

Procedures Relating to Indemnification of Tax Claims. (ai) If one Party party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 9.5(a) (the “"Tax Indemnifying Party”"), and the other Party to this Agreement party (the “"Tax Indemnified Party”") receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “"Tax Claim”") with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the obligations or liabilities nature of the Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Agreementthe Tax Indemnified Party (or any of its Affiliates or any of their respective officers, except directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced therebyas a result thereof. (bii) The With respect to any Tax Claim, the Tax Indemnifying Party shall shall, at its own expense, assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the applicable audit foregoing, may in its sole discretion pursue or examination forego any and all administrative proceedings with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the defense 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 if such Tax Claim relates (A) to Taxes of a Tax Claim involving any Company for a Straddle Period, or (B) to Taxes for which it has an obligation to indemnify the Purchaser or the Companies are liable and any Seller or any of its Affiliates is also liable; provided, however, that the Tax Indemnified Party pursuant shall be entitled to Section 8.01, Section 8.02 or Section 8.03, and participate in any Tax Claim the settlement of which could reasonably be expected to have an adverse effect on such 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 The Tax Indemnifying Party shall keep the Tax Indemnified Party informed of the progress of all material developments Tax Claims and events relating 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, at its own cost and expense and with its own counselany Company or any of their respective officers, shall have the right to participate in (but not control) the applicable audit directors, employees, stockholders, agents or examination and defense of such Tax Claim. (c) In no case shall any Tax Indemnified Party representatives settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries a Company for a Straddle Period without the other Party’s party's prior written consent, which consent shall not to be unreasonably withheld, conditioned withheld or delayed. The Tax Indemnifying Party shall not settle a Tax Claim without the consent of the Tax Indemnified Party if such settlement could reasonably be expected to have an adverse effect on the Purchaser in a Post-Closing Tax Period. No such consent shall be necessary if the settlement of the Tax Claim reduces or limits, or has the effect of reducing or limiting, the use of any net operating losses, net capital losses or other Tax benefits that are attributable to any Pre-Closing Tax Period and that may be allocated to any of the Companies and such settlement would not otherwise have an adverse effect on Purchaser or the Companies.

Procedures Relating to Indemnification of Tax Claims. 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 one Party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified PartyNotice”) receives a notice and, upon receipt of deficiencysuch Tax Notice, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute believes it has suffered or other claim (a “Tax Claim”) with respect (in whole or in part) potentially could suffer any Damages relating to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of deliver such Tax Claim. No Notice to the Indemnifying Party; provided, however, that the failure or delay on the part of the Tax Indemnified Party to give notice provide the Tax Notice to the Tax Indemnifying Party shall reduce or otherwise not affect the obligations or liabilities indemnification rights of the Tax Indemnifying Party pursuant to this AgreementIndemnified Party, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby. (b) The by the Indemnified Party’s failure to deliver such Tax Notice. Notwithstanding the provisions of Section 10.3, the Indemnifying Party shall assume have the right to handle, defend, conduct and control the applicable any Tax audit or examination and other proceeding involving the defense of a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and 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 keep the Tax Indemnified Party informed of all material developments and events relating Company that relates to such Tax ClaimNotice, and but the Tax Indemnified Party, at its own cost and expense and with its own counsel, Party shall have the right to participate in (but not control) the applicable such Tax audit or examination and defense of proceeding at its own expense. The Indemnifying Party shall also have the right to compromise or settle any such Tax Claim. (c) In no case shall any Tax audit or other proceeding that it has the authority to control pursuant to the preceding sentence subject to the Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, which consent shall not to be unreasonably withheld. If the Indemnifying Party fails within a reasonable time after notice to defend any such Tax Notice or the resulting audit or proceeding as provided herein, conditioned or delayed. Neither the Indemnifying Party shall settle a Tax Claim relating solely to Income Taxes of be bound by the Tax results obtained by the Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayedin connection therewith.