Common use of Tax Audits and Contests; Cooperation Clause in Contracts

Tax Audits and Contests; Cooperation. (a) Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, of any audit or administrative, judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group (any such audit or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contest. Any information obtained under this Section 3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing Date, except as provided in Sections 8.4(b) and Seller 8.4(c), Purchaser shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding Proceeding involving any asserted Tax liability or refund with respect to any member of the Genesis Company Group (any such audit audit, claim for refund, or proceeding Proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest after the Closing Date that relates solely to a Straddle Period (as defined in Taxes for which Purchaser is indemnified under Section 5 of this Annex I)8.2, Buyer Seller shall control the conduct of such Contest, but Parent Purchaser shall have the right to participate in such Contest at its own expense, and Seller shall not be able to settle, compromise and/or concede any portion of such Contest that is reasonably likely to affect the Tax liability of any Genesis Company for any taxable year (or portion thereof) beginning after the Closing Date without the consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that if Seller fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Seller of notice of such Contest, Purchaser shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede such Contest in its sole discretion. (c) In the case of a Contest after the Closing Date that relates both to Taxes for which Purchaser is indemnified under Section 8.2 and Taxes for which Purchaser is not indemnified under Section 8.2, Purchaser shall control the conduct of such Contest, but Seller shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company and Purchaser shall settle or not settle, compromise any and/or concede such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) Seller and Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Genesis Companies as is reasonably requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. Seller and Purchaser shall reasonably cooperate with each other in the conduct of any Contest or other Proceeding involving or otherwise relating to any Genesis Company (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.4(d). Any information obtained under this Section 8.4(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Tax Proceeding. (e) Each of Purchaser and the Parties Genesis Companies shall (a) use its reasonable best efforts to properly retain and maintain the tax Tax and accounting records of and relating to the Company and its Subsidiaries Genesis Companies that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations Taxable Periods for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) 7 years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other Seller with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party Seller and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contestrecords; provided, however, that in all cases, such activities are to be conducted by Seller during normal business hours and at Seller’s sole expense. Any information obtained under this Section 3(d8.4(e) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax Proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent and Seller shall have After the right to settle and control Closing Date, except in the conduct, through counsel of its own choosing at its own expense, case of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group Companies (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to a Tax Return of any taxable period ending on consolidated, combined or prior unitary group of which FBHS and the Companies were members, (a “Pre-Closing Consolidated Return”), and except as provided in subsections (b) and (c) below, Buyer shall control the conduct, through counsel of its own choosing, of any Contest. For the avoidance of doubt, and notwithstanding anything in subsections (b) and (c) below, FBHS shall have the sole right to conduct any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to any Tax Return of any consolidated combined or unitary group of which FBHS is a member (a “FBHS Contest”) and Buyer shall have no participation rights with respect to any FBHS Contest. (b) In the case of a Contest after the Closing Date; providedDate that relates solely to Pre-Closing Taxes of the Companies, howeverFBHS shall control the conduct of such Contest, to the extent the Contest does not relate to an Affiliated Group Tax Return, but Buyer shall have the right to participate, participate in such Contest at their its own expense, in such Contest (and Seller FBHS shall keep Buyer reasonably informed of the progress not be able to settle, compromise and/or concede any portion of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects that is reasonably likely to affect the Tax liability of Buyer the Companies for any taxable year (or portion thereof) beginning after the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent and Seller may decline conditioned; provided that with respect to control any such Contest other than a FBHS Contest, if FBHS fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by providing Buyer with a written FBHS of notice of such decisionContest, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller Buyer shall have the sole right to assume control and settle of such Contest; provided that FBHS shall have the right to participate in such Contest at its own expense, and Buyer shall not settle, compromise and/or concede such Contest without the consent of FBHS, which consent shall not be unreasonably withheld, delayed or conditioned; provided, Parent and Seller further, that, for the avoidance of doubt, any Buyer participation rights shall keep Buyer reasonably informed be limited to Contests solely involving the extent such Contest relates to Taxes or Tax matters of any member of the Company GroupCompanies. (bc) In the case of a Contest that relates solely to a the Companies for Straddle Period (as defined in Section 5 of this Annex I)Periods, Buyer shall control the conduct of such Contest, but Parent and Seller FBHS shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither and Buyer nor the Company shall settle or not settle, compromise any and/or concede such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and SellerFBHS, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) FBHS and the Shareholder, on the one hand, and Buyer, on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Companies as is reasonably requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. FBHS and the Shareholder, on the one hand, and Buyer, on the other hand, shall reasonably cooperate with each other in the conduct of any Contest or other proceeding involving or otherwise relating to the Companies (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 11.3(d). Any information obtained under this Section 11.3(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Tax proceeding. (e) Each of FBHS, the Parties Shareholder, Buyer and the Companies shall (a) use its reasonable best efforts to properly retain and maintain the tax Tax and accounting records of and relating to the Company and its Subsidiaries Companies that relate to Pre-Closing Taxes until the later of Periods for seven (i7) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such recordsyears, (b) transfer such records to Seller the Shareholder upon its written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party Shareholder and its Affiliates affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably the Shareholder may deem necessary for or appropriate; provided, however, that in all cases, such activities are to be conducted by the filing of Tax Returns or Shareholder during normal business hours and at the conduct of a ContestShareholder’s sole expense. Any information obtained under this Section 3(d11.3(e) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent and After the Closing, the Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, of any audit audit, claim for refund or administrative, judicial or any other proceeding Action involving any asserted Tax liability Taxes of, or refund with respect to to, the Seller, the Company or any member Subsidiary of the Company Group (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability referred to herein as other Action, a “Tax Contest”) relating to for any taxable Tax period ending on or prior to before the Closing Date; providedDate (but excluding, howeverfor the avoidance of doubt, to the extent the Contest does not relate to an Affiliated Group any Straddle Period) (a “Seller Tax Return, Contest”). The Buyer shall have the right to participate, at their own expense, participate in such Seller Tax Contest (by employing counsel of its choosing at its expense and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or otherwise compromise any such Seller Tax Contest in a manner which adversely affects without obtaining the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the Buyer’s prior written consent of Buyer, which (such consent shall not to be unreasonably withheld, conditioned or delayed). Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), The Buyer shall control the conduct conduct, through counsel of such its choosing at its expense, of any Tax Contest for any Straddle Period (a “Buyer Tax Contest, but Parent and ”). The Seller shall have the right to participate in such Buyer Tax Contest by employing counsel of its choosing at Parent’s its expense and the Buyer shall not settle or otherwise compromise any Buyer Tax Contest without considering in good faith the Seller’s own expense. With reasonable comments with respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle proposed settlement or compromise any such Contest to and obtaining the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the Seller’s prior written consent of Parent and Seller, which consent shall (not to be unreasonably withheld, conditioned or delayed). (cb) Buyer, The Seller and the Company, Parent and Seller Buyer shall (and shall furnish or cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating be furnished to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make availableeach other, upon request request, as promptly as practicable, such information (including access to books and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (drecords) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Tax Contest. The Seller and the Buyer shall use commercially reasonable efforts to cooperate with each other in the conduct of any Tax Contest or other proceeding involving or otherwise relating to the Company or a ContestSubsidiary of the Company (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.4. Any information obtained under this Section 3(d8.4(b) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestTax Contest or other Action. (ec) This Each of the Seller, the Buyer, the Company and the Subsidiaries of the Company shall (i) use its commercially reasonable efforts to properly retain and maintain the Tax and accounting records of, or relating to, the Seller, the Company and its Subsidiaries that relate to Pre-Closing Tax Periods until the expiration of the applicable statute of limitations and shall thereafter use its commercially reasonable efforts to provide the other party with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to the other party upon its written request prior to any such destruction, abandonment or disposition and (iii) allow the other Parties and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the Parties, to from time to time inspect and review such records as the requesting party may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by such other party and its agents and representatives subject to such reasonable restrictions as may be imposed by the party providing the relevant records, during normal business hours and at the requesting party’s sole expense. Any information obtained under this Section 3 of this Annex I (and not Section 9.48.4(c) shall govern be kept confidential, except as may be otherwise necessary in connection with respect to any the filing of Tax mattersReturns or in the conduct of a Tax Contest or other Action.

Tax Audits and Contests; Cooperation. (a) Parent and Seller After the Closing, subject in all respects to the further provisions of this Section 8.1, the Buyer shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund Liability with respect to any member of the Company Group (any such audit or proceeding relating to an asserted Tax liability referred referenced to herein as a “Contest”) relating to ). The Buyer will promptly notify the Representative and JMI in writing of any taxable period ending on Contest or prior to the Closing Date; provided, howeverproposed Contest, to the extent that the Contest does not relate Buyer has notice or is otherwise aware thereof, which, if determined adversely, could result in, or cause an adjustment to, any liability for Taxes as to an Affiliated Group which the Equityholders are obligated to indemnify the Buyer Indemnified Parties pursuant to the provisions hereof. Any such notice shall include copies of any notice or other document received from any Tax Return, Buyer shall have the right to participate, at their own expense, authority in such Contest (and Seller shall keep Buyer reasonably informed respect of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the asserted Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Groupliability. (b) In the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I)any Pre-Closing Tax Period, Buyer shall control the conduct of such Contest, but Parent Representative and Seller JMI shall have the right to participate in such Contest Contest, at Parent’s and Seller’s their own expense, and the Buyer shall keep the Representative and JMI fully informed with respect thereto. With respect In addition, the Buyer shall not have the right to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such issue or matter with respect to any Contest to the extent it that the Equityholders would result in a Tax that Parent or Seller is be obligated to pay or indemnify for under this Annex I the Buyer Indemnified Parties with respect thereto, and subsequent to such time as the Equityholders have become obligated to indemnify the Buyer Indemnified Parties with respect to Tax in excess of $500,000 in the aggregate, without the prior written consent of Parent the Representative and SellerJMI, which consent shall not be unreasonably withheld, conditioned or delayed. Any dispute as to the settlement or compromise of a Contest in accordance with the foregoing shall be resolved in the same manner in which disputes are resolved in Section 8.2(b) hereof. (c) The Representative shall furnish or cause to be furnished to the Buyer, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in Company as is reasonably requested for the preparation and timely filing of any Tax Return of Returns and the Affiliated Group preparation, prosecution, defense or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or conduct of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contest. Any information obtained under this Section 3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent and After the Closing Date, Sellers, through the Seller Representative, shall have the right to settle and control the conduct, through counsel of its the Sellers’ own choosing and at its their own expense, of any audit or administrative, judicial or other proceeding Contest involving any asserted income Tax liability or refund with respect to any member Return of the Company Group (for any such audit or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date. The Seller Representative and Purchaser shall promptly forward to each other any and all claims, threatened claims, and related documentation relative to any actual or potential Contest and shall keep each other reasonably informed with respect thereto. Purchaser may, at its own expense, participate in any such Contest controlled by the Sellers (including retaining separate counsel) if, in Purchaser’s reasonable judgment, the resolution of such Contest could adversely affect Purchaser or its Affiliates including, for the avoidance of doubt, any Contest that could increase the Tax liability of the Company for any Tax period ending on or prior to the Closing Date and, in such case, the Sellers, through the Seller Representative, shall consult with Purchaser regarding all material strategic decisions with respect to such Contest and shall not enter into any agreement providing for the settlement or compromise of such Contest or consent to the entry of a judgment with respect to such Contest without Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control the conduct of all other Contests with respect to the Company; provided, however, to the extent such Contest may result in a claim for indemnification against the Contest does not relate Sellers pursuant to an Affiliated Group Tax Returnthis Agreement, Buyer the Seller Representative shall have the right to participatebe entitled, at their own its expense, in to participate in, but not to determine or conduct, the defense of such Contest (Contest, and Seller Purchaser shall keep Buyer reasonably informed of not enter into any agreement providing for the progress settlement or compromise of such Contest and shall consult or consent to the entry of a judgment with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any respect to such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, the Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group). (b) In The Seller Representative on behalf of the case Sellers and Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company and its assets, transactions, and other business activities, as is reasonably requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. The Seller Representative on behalf of the Sellers and Purchaser shall reasonably cooperate with each other in the conduct of any Contest and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 9.2(b). Any information obtained under this Section 9.2(b) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to the extent it would result in a other Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayedproceeding. (c) Buyer, the Company, Parent and Seller shall (and Purchaser shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of Tax Periods for seven (i7) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such recordsyears, (b) transfer such records to the Seller Representative on behalf of the Sellers upon its written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party Seller Representative on behalf of the Sellers and its Affiliates their affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably the Sellers may deem necessary for or appropriate; provided, however, that in all cases, such activities are to be conducted during normal business hours and at the filing of Tax Returns or the conduct of a ContestSellers’ sole expense. Any information obtained under this Section 3(d9.2(c) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in Section 12.3(b) and 12.3(c) below, Parent and Seller shall have the right to settle and control the conductcontrol, through counsel of its own choosing at its own expensechoosing, the conduct of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest after the Closing Date that relates solely to a Straddle Period (as defined in Taxes for which Parent is indemnified under Section 5 of this Annex I12.1(a), Buyer the Sellers’ Representative shall control the conduct of such Contest and shall not be able to settle, compromise and/or concede any portion of such Contest that adversely affects the Tax liability of the Company or its Subsidiaries for any taxable year (or portion thereof) beginning after the Closing Date without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned. (c) In the case of a Contest after the Closing Date that relates both to Taxes for which Parent is indemnified under Section 12.1(a) and Taxes for which Parent is not indemnified under Section 12.1(a), Parent shall control the conduct of such Contest, but Parent and Seller the Sellers’ Representative shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect , and Parent shall not be able to a Contest that relates to a Straddle Period controlled by Buyersettle, neither Buyer nor the Company shall settle or compromise and/or concede any portion of such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and SellerSellers’ Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyerconditioned; provided, that if Parent fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Parent of notice of such Contest, the Company, Parent and Seller Sellers’ Representative shall (have the right to assume control of such Contest and shall cause their respective Affiliates to) (i) assist in not be able to settle, compromise and/or concede such Contest without the preparation and timely filing prior written consent of any Tax Return of the Affiliated Group Parent, which consent shall not be unreasonably withheld, delayed or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) Each of the Parties shall The Sellers’ Representative and Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. The Sellers’ Representative and Parent shall reasonably cooperate with each other in the conduct of a Contestany Contest or other proceeding involving or otherwise relating to the Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 12.3(d). Any information obtained under this Section 3(d12.3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) After the Closing, Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability Liability or refund with respect to any member of the Company Group (the conduct of any such audit audit, claim for refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”) relating to ). Parent shall promptly notify the Stockholders’ Agent upon receipt by Parent or any taxable period ending on or prior to Affiliate of Parent (including the Company after the Closing Date; ) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period for which the Company Indemnitors may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”), provided, however, that a failure to give such notice shall not relieve the Company Indemnitors of any obligation to indemnify Parent or any Affiliate of Parent (including the Company after the Closing Date) for any loss arising out of such asserted Tax Matter except to the extent that such failure to give such notice actually materially prejudices the Contest does not relate Company Indemnitors. Neither Parent nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter (other than a Tax Matter that could reasonably be expected to an Affiliated Group adversely affect Parent or any of its Affiliates (including the Company after the Closing Date) following the Closing Date) that adversely affects or may adversely affect the Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed Liability or indemnification obligations for Taxes hereunder of the progress Company Indemnitors or any Affiliate of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) foregoing without the prior written consent of Buyerthe Stockholders’ Agent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, ; provided that such decision it shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect be a condition to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole consent right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration Stockholders’ Agent confirm in writing that the Tax Matter subject to the Contest is subject to indemnification pursuant to Section 5.2, (ii) the Stockholders’ Agent provides Parent with evidence acceptable to Parent that the balance of the statute Escrow Amount (or security provided by the Stockholders) is sufficient to fulfill the indemnification obligations in respect of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensionsMatter, and (iiiii) six (6) years following if it is required in order to defend the due date (including allowed extensions) for Tax Matter that the Tax claimed be paid to a Governmental Body and a refund pursued, the full amount of Taxes required to be paid in advance to such Tax Returns Governmental Body has been advanced to Parent out of the Escrow Fund or by the Stockholders. The Parent shall keep the Stockholders’ Agent fully and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contest. Any information obtained under this Section 3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern timely informed with respect to the commencement, status and nature of any Tax mattersMatter and shall consider in good faith all reasonable comments provided by the Stockholders’ Agent.

Tax Audits and Contests; Cooperation. (a) After the Closing, Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability Liability or refund with respect to any member of the Company Group (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”). Parent shall promptly notify the Stockholders’ Agent upon receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to any a taxable period ending on or prior to the Closing Date; providedDate for which the Company may be liable under this Agreement (any such inquiry, howeverclaim, to the extent the Contest does not relate to an Affiliated Group assessment, audit or similar event, a “Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewithMatter”). Neither Parent and Seller nor any of its Affiliates shall not settle enter into any settlement of or otherwise compromise any such Contest in a manner which Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer or the Company Group Eligible Stockholders (as of prior to the extent Buyer Closing) or any Affiliate of the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) foregoing without the prior written consent of Buyerthe Stockholders’ Agent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Parent shall keep the Stockholders’ Agent fully and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses timely informed with respect to such Contest. Notwithstanding the foregoingcommencement, if any Contest relates to an Affiliated Group Tax Return, Parent status and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters nature of any member Tax Matter. The Parent shall, in good faith, allow the Stockholders’ Agent to make comments to Parent regarding the conduct of the Company Groupor positions taken in any such proceeding. (b) In the case of a Contest that relates The Stockholders’ Agent shall furnish or cause to a Straddle Period be furnished to Parent, upon request, as promptly as practicable, such information (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent including access to books and Seller shall have the right records) and assistance relating to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to as is reasonably requested for the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest. The Company shall use commercially reasonable efforts to cooperate with Parent in the Affiliated Group or conduct of any member of the Company Group; (ii) reasonably assist in any audit Contest or other legal proceeding with respect to Taxes involving or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and otherwise relating to the Company (or their income or assets) with respect to any Tax and its Subsidiaries that relate to Pre-Closing Taxes until the later each shall execute and deliver such powers of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns attorney and other documents relate, without regard as are necessary to extensions, and (ii) six (6) years following carry out the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition intent of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contestthis Section 10.5(b). Any information obtained under this Section 3(d10.5(b) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax Action. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in Section 13.3(b) and (c) below, Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest after the Closing Date that relates solely to a Straddle Period (as defined in Taxes for which Parent is indemnified under Section 5 of this Annex I13.1(a), Buyer Seller shall control the conduct of such Contest and shall not be able to settle, compromise and/or concede any portion of such Contest that materially adversely affects the Tax liability of the Company or its Subsidiaries for any taxable year (or portion thereof) beginning after the Closing Date without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned. (c) In the case of a Contest after the Closing Date that relates both to Taxes for which Parent is indemnified under Section 13.1(a) and Taxes for which Parent is not indemnified under Section 13.1(a), Seller shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect , and Seller shall not be able to a Contest that relates to a Straddle Period controlled by Buyersettle, neither Buyer nor the Company shall settle or compromise and/or concede any portion of such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that that if Seller fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Seller of notice of such Contest, Parent shall have the right to assume control of such Contest and shall not be able to settle, compromise and/or concede such Contest without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) Each of the Parties shall Seller and Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. Seller and Parent shall reasonably cooperate with each other in the conduct of a Contestany Contest or other proceeding involving or otherwise relating to the Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 13.3(d). Any information obtained under this Section 3(d13.3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent The Buyer shall notify the Seller within fifteen (15) days of its receipt of any notice of any Tax Contest with respect to (i) the Company for any Pre-Closing Tax Period and (ii) for which the Seller otherwise may be liable hereunder or under applicable Law (a “Seller Tax Contest”). The Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, conduct of any audit Seller Tax Contest; provided that, for any Seller Tax Contest that could result in the Company or administrativethe Buyer (or any Affiliates thereof) being liable for any Tax following the Closing, judicial or other proceeding involving any asserted (i) Seller shall keep the Buyer reasonably and timely informed of the status of such Seller Tax liability or refund Contest, and (ii) with respect to any member Seller Tax Contest that is primarily related to Tax liabilities of the Company Group (any such audit Buyer or proceeding relating would reasonably be expected to an asserted result in material Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expenseliabilities of Buyer, in each case provided that such Contest (and Tax liabilities are not otherwise borne by Seller shall keep Buyer reasonably informed of under this Agreement, the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Seller Tax Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the Buyer’s prior written consent of Buyer, (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). Parent and The Buyer shall control all Tax Contests involving the Company, other than Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company GroupContests. (b) In The Seller and the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right furnish or cause to participate in such Contest at Parent’s and Seller’s own expense. With respect be furnished to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make availableeach other, upon request request, as promptly as practicable, such information (including access to books and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (drecords) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Tax Contest, provided that the Seller shall not be required to disclose to the Buyer any Combined Tax Returns or related work papers. The Seller and the Buyer shall use commercially reasonable efforts to cooperate with each other in the conduct of a Contestany Tax Contest or other proceeding involving or otherwise relating to the Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.1(b). Any information obtained under this Section 3(d8.1(b) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Tax Contest. (ec) This Each of the Buyer and the Company shall use its commercially reasonable efforts to properly retain and maintain the Tax and accounting records of the Company and its Subsidiaries that relate to Pre-Closing Tax Periods for seven years and shall allow the Seller and its agents and Representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as are reasonably necessary and appropriate; provided, however, that in all cases, such activities are to be conducted by the Seller and the Buyer during normal business hours and at their sole expense; provided, further, that no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party, provided, further, that the Seller shall not be required to disclose to the Buyer any Combined Tax Returns or related work papers but shall, upon reasonable request, provide Buyer with either (a) a pro forma tax return reflecting solely items attributable to the Company and its Subsidiaries or (b) an excerpt from Seller’s Combined Tax Return reflecting solely items attributable to the Company and its Subsidiaries. Any information obtained under this Section 3 of this Annex I (and not Section 9.48.1(c) shall govern be kept confidential, except as may be otherwise necessary in connection with respect to any the filing of Tax mattersReturns or in the conduct of a Tax Contest.

Tax Audits and Contests; Cooperation. (a) Parent and Seller After the Closing, the Buyer shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability Liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”). Buyer shall promptly notify the Representative upon receipt by Buyer or any Affiliate of Buyer (including the Company and its Subsidiaries after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to any a taxable period ending on or prior to the Closing Date; providedDate for which the Company may be liable under this Agreement (any such inquiry, howeverclaim, to the extent the Contest does not relate to an Affiliated Group assessment, audit or similar event, a “Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewithMatter”). Parent and Seller Neither the Buyer nor any of its Affiliates shall not settle enter into any settlement of or otherwise compromise any such Contest in a manner which Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer or the Representative, the Stockholders of the Company Group (as of prior to the extent Buyer Closing) or any Affiliate of the Company Group may be required to make foregoing for any payment for such Tax liability that is not fully indemnified by Parent and Seller) period ending after the Closing Date without the prior written consent of Buyerthe Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Parent The Buyer shall keep the Representative fully and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses timely informed with respect to such Contestthe commencement, status and nature of any Tax Matter. Notwithstanding The Buyer shall, in good faith, allow the foregoing, if any Contest relates Representative to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed make comments to the extent Buyer regarding the conduct of or positions taken in any such Contest relates to Taxes or Tax matters of any member of the Company Groupproceeding. (b) In The Representative shall furnish or cause to be furnished to the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any upon request, as promptly as practicable, such Contest information (including access to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent books and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (crecords) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. The Company shall use commercially reasonable efforts to cooperate with the Buyer in the conduct of a Contestany Contest or other proceeding involving or otherwise relating to the Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 7.5(b). Any information obtained under this Section 3(d7.5(b) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax Action. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in Section 6.7 or in subsections (b) and (c) below, Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on ). For the avoidance of doubt, “Contests” shall not include Indian Taxes or prior the Indian Tax Ruling, the administration of which shall be governed pursuant to the terms and conditions of Section 6.7 and not pursuant to this Section 10.3. (b) In the case of a Contest after the Closing DateDate that relates solely to Taxes for which Parent is fully indemnified under Section 10.1, the Company Agent, on behalf of the Effective Time Holders, shall be entitled to control or settle the contest of, any examination, claim, adjustment or Legal Proceeding to the extent that such contest, examination, claim, adjustment or Legal Proceeding could give rise to such Liability; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer that (i) Parent shall have the right to participate, participate in such Contest at their its own expense, in such Contest (and Seller shall keep Buyer reasonably informed of ii) the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller Company Agent shall not settle take or compromise advocate any such Contest in position that could reasonably be expected to have a manner which adversely affects material adverse effect on the Company or any of its Subsidiaries or is reasonably likely to affect the Tax liability of Buyer or the Company Group or any of its Subsidiaries for any taxable year (to or portion thereof) beginning after the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) Closing Date without the prior written consent of BuyerParent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent delayed and Seller may decline (iii) if the Company Agent fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by providing Buyer with a written Company Agent of notice of such decisionContest, provided that Parent shall have the right to assume control of such decision Contest, but shall not impact Parent’s settle, compromise and/or concede such Contest in its sole discretion without the prior written consent of the Company Agent, which consent shall not be unreasonably withheld or Seller’s obligation for any Tax Losses delayed. Whichever party controls such a Contest shall keep the other fully and timely informed with respect to such Contest. Notwithstanding the foregoingcommencement, if any Contest relates to an Affiliated Group Tax Return, Parent status and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters nature of any member of the Company Groupsuch Tax proceeding. (bc) In the case of a Contest after the Closing Date that relates does not relate solely to a Straddle Period (as defined in Taxes for which Parent is fully indemnified under Section 5 of this Annex I10.1(a), Buyer Parent shall control the conduct of such Contest, but Parent and Seller if settling, compromising or conceding such Contest could reasonably be expected to result in an indemnification obligation under Section 10.1(a), the Company Agent shall have the right to participate (including, but not limited to participation in conferences, meetings and negotiations with the applicable Tax authority and the right to review and comment on relevant documents) in such Contest at Parent’s and Seller’s its own expense. With respect to a , and Parent shall not settle, compromise and/or concede such Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor without the consent of the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, Agent which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) Each of the Parties shall The Company Agent and Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns Returns, the preparation, prosecution, defense or conduct of any Contest and verification of any amounts payable pursuant to Section 9.6(f). The Company Agent and Parent shall reasonably cooperate with each other in the conduct of a Contestany Contest or other proceeding involving or otherwise relating to the Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 10.3(d). Any information obtained under this Section 3(d10.3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest. (e) This Section 3 Contest or other Tax proceeding. For the avoidance of this Annex I doubt, the Company Agent may request such information from Parent on behalf of the Effective Time Holders (and not Section 9.4provide such information to the Effective Time Holders) shall govern with respect to the extent reasonably necessary for any Effective Time Holder to prepare its Tax mattersReturns.

Tax Audits and Contests; Cooperation. (a) Subject to Section 10.8(b), Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group Companies or Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to Pre Closing Taxable Periods, and the Buyer shall not have any taxable period ending on or prior right to the Closing Dateparticipate in such Contest; provided, however, to that no settlement or other disposition of any claim for Tax which would materially adversely affect the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed or any of the progress of such Contest and Transferred Companies or Subsidiaries or any Affiliate thereof shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (be agreed to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the Buyer’s prior written consent of Buyerconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a any Contest that relates with respect to a Straddle Period (as defined Return the Buyer and Parent shall jointly represent their interests in Section 5 any Contest, shall employ counsel of this Annex I)their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any Contest. The parties shall mutually agree on any settlement or other disposition of the Contest; provided, that Parent or the Buyer shall control have the sole right to settle or dispose of any issue that relates solely to the portion of the Straddle period ending on the Closing Date or the portion of the Straddle Period ending after the Closing Date, respectively. In the event the Buyer and Parent are unable to agree regarding any aspect of the conduct of any such Contest, but the decision shall be made by the counsel employed to pursue such Contest on the basis of counsel’s good faith judgment regarding the course of action that would produce the overall lowest present value of Tax and litigation cost to the parties. Any such Contest expenses shall be shall be borne by the Buyer and Parent in the same proportion as such related Taxes are borne by the Buyer and Seller Parent in accordance with Section 10.1(b). (c) Except as provided in Sections 10.8(a) and (b), the Buyer shall have the right to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor control the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing conduct of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist Contest in any audit or other legal proceeding its sole discretion with respect to Taxes or any other Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupmatter. (d) Each Except as provided in Section 10.12, Parent and the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Companies and Subsidiaries as is reasonably requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. Parent and the Buyer shall reasonably cooperate with each other in the conduct of any Contest or other proceeding involving or otherwise relating to any of the Parties Companies or Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 10.8(d). Any information obtained under this Section 10.8(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Tax proceeding. (e) The Buyer shall cause each of the Transferred Companies to (a) use its commercially reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the such Transferred Company and its Subsidiaries that relate to Pre-Pre Closing Taxes until the later of (i) the expiration of the statute of limitations Taxable Periods for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) ten years following the due date (including allowed extensions) for such Tax Returns Closing Date and shall thereafter provide each other Parent with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller Parent upon its written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party Parent and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably Parent may deem necessary for the filing of Tax Returns or the conduct of a Contestappropriate; provided, however, that in all cases, such activities are to be conducted by Parent during normal business hours and at Parent’s sole expense. Any information obtained under this Section 3(d10.8(e) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (ef) This Parent shall, and shall cause each of its Affiliates to (a) use its commercially reasonable efforts to properly retain and maintain the tax and accounting records of such Transferred Company and its Subsidiaries for ten years following the Closing Date and shall thereafter provide the Buyer with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to the Buyer upon its written request prior to any such destruction, abandonment or disposition and (c) allow the Buyer and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as the Buyer may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by the Buyer during normal business hours and at Buyer’s sole expense. Any information obtained under this Section 3 of this Annex I (and not Section 9.410.8(f) shall govern be kept confidential, except as may be otherwise necessary in connection with respect to any the filing of Tax mattersReturns or in the conduct of a Contest or other Tax proceeding.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing Date, except as provided in Sections 8.01(b) and Seller 8.01(c) below, Open Solutions or the Buyer shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability being hereinafter referred to herein as a “"Contest”) relating to any taxable period ending on or prior to "). Upon the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed request of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer Stockholders' Representative, Open Solutions or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with will provide a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member copy of the Company GroupCompany's federal Tax Return for 2003. (b) In the case of a Contest after the Closing Date that relates solely to a Straddle Period (as defined in Taxes for which Open Solutions or the Buyer would be indemnified under Section 5 of this Annex I)7 and that does not affect Taxes for any taxable period ending after the Closing Date, Buyer shall the Stockholders' Representative may, upon written notice to Open Solutions, control the conduct of such Contest, but Parent and Seller Open Solutions or the Buyer shall have the right to participate in such Contest at Parent’s and Seller’s Open Solutions' or Buyer's own expense. With respect , and the Stockholders' Representative shall not be able to a Contest that relates to a Straddle Period controlled by Buyersettle, neither Buyer nor the Company shall settle or compromise and/or concede any portion of such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written reasonable consent of Parent and SellerOpen Solutions, which consent shall not be unreasonably withheldwithheld or delayed; provided, conditioned however, that the Stockholders' Representative shall not have the right to control the conduct of such Contest if it refuses to acknowledge fully the rights of the Buyer to indemnification under Section 7 or contests, in whole or in part, Open Solutions or the Buyer's indemnification rights hereunder; provided, further, that if the Stockholders' Representative fails to, or elects not to, assume control of the conduct of any such Contest within a reasonable period following the receipt by the Stockholders' Representative of written notice of such Contest (pursuant to Section 7.02), Open Solutions or the Buyer shall have the right to assume control of such Contest, but shall not be able to settle, compromise and/or concede such Contest without the reasonable consent of the Stockholders' Representative, which consent shall not be unreasonably withheld or delayed. (c) BuyerIn the case of a Contest after the Closing Date that relates both to Taxes for which Open Solutions or the Buyer is indemnified under Section 7 and Taxes for which Open Solutions or the Buyer is not indemnified under Section 7, Open Solutions shall control the Companyconduct of such Contest, Parent but the Stockholders' Representative shall have the right to participate in such Contest at the Stockholders' Representative's own expense, and Seller Open Solutions or the Buyer shall (and shall cause their respective Affiliates to) (i) assist in not settle, compromise and/or concede such Contest without the preparation and timely filing of any Tax Return consent of the Affiliated Group Stockholders' Representative, which consent shall not be unreasonably withheld or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupdelayed. (d) Each of The Buyer and the Parties shall Stockholders' Representative agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or the conduct of a any Contest. Any information obtained under this Section 3(d) of this Annex I The Buyer and the Stockholders' Representative shall be kept confidential, except as may be otherwise necessary in connection reasonably cooperate with the filing of Tax Returns or each other in the conduct of a Contest. any Contest or other proceeding involving or otherwise relating to the Company (eor its income or assets) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax mattersand each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.01.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing, Purchaser and Seller Sellers shall promptly notify the other party or parties in writing of any demand, claim or notice of the commencement of an audit received by such party from any Tax authority or any other person with respect to Taxes for which such other party may be liable pursuant to Section 8.03 of this Agreement; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under Section 8.03, except to the extent that such party’s ability to defend has been irreparably prejudiced by such failure. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Tax authority or any other Person in respect of any such asserted Tax liability. (b) At Sellers’ request, Purchaser shall contest any asserted Tax for which Sellers may have an indemnity obligation and shall request any Tax refund to which Sellers shall be entitled. If Sellers first acknowledge their liability to Purchaser with respect to an asserted Tax, and the right only Tax that is the subject of such proceeding is a Tax for which Sellers are required to settle and indemnify Purchaser, Sellers shall be entitled to control the conduct, through counsel of its own choosing at its own expense, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any Subsidiary (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability or Tax refund referred to herein as a “Contest”) relating to Taxes for which Sellers have any taxable period ending on indemnification obligation pursuant to Section 8.03 or prior a right to the Closing Date; provided, however, refund pursuant to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer Section 8.04. Purchaser shall have the right to participate, at their own expense, in such control the Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall Tax for which Sellers do not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (have control rights pursuant to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayedpreceding sentence. (c) BuyerSellers and Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records and the Company, Parent ’s and Seller shall (any Subsidiary’s accountants) and shall cause their respective Affiliates to) (i) assist in assistance relating to the preparation Company and timely any Subsidiary as is reasonably requested for the filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest. Sellers and Purchaser shall reasonably cooperate with each other in the Affiliated Group conduct of any Contest or other proceeding involving or otherwise relating to the Company or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding Subsidiary with respect to Taxes or any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.05. Any information obtained under this Section 8.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, Contest or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupproceeding. (d) Each of Purchaser and the Parties Company and its Subsidiaries shall (a) use its commercially reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations Tax periods for the taxable periods which Sellers may have any indemnification obligations pursuant to which such Tax Returns and other documents relate, without regard to extensions, and (ii) Article VIII for six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other Sellers with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller Sellers upon its their written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party and its Affiliates Sellers and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably Sellers may deem necessary for or appropriate; provided, however, that in all cases, such activities are to be conducted by Sellers during normal business hours and at the filing of Tax Returns or the conduct of a ContestSellers’ sole expense. Any information obtained under this Section 3(d) of this Annex I 8.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceedings. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern Except with respect to a payment made pursuant to Section 8.03(b), payment by an indemnitor of any amount due to an indemnitee under Section 8.03 of this Agreement shall be made within ten (10) days following written notice by the indemnitee that payment of such amounts to the appropriate Tax mattersauthority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Tax authority or applicable third party. In the case of a Tax that is contested in accordance with the provisions of Section 8.05(b) of this Agreement, payment of such contested Tax will not be considered due earlier than the date a “Final Determination” to such effect is made by such Tax authority or a court. For this purpose, a Final Determination shall mean a settlement, compromise, or other agreement with the relevant Tax authority, a deficiency notice with respect to which the period for filing a petition with the Tax court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing Date, except as provided in (b) and Seller (c) below, the Purchaser shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest after the Closing Date that relates solely to a Straddle Period (as defined in Taxes for which the Purchaser is indemnified under Section 5 of this Annex I10.2(a), Buyer Seller shall control the conduct of such Contest, but Parent the Purchaser shall have the right to participate in such Contest at its own expense, and Seller shall not be able to settle, compromise and/or concede any portion of such Contest that is reasonably likely to affect the Tax liability of the Company or its Subsidiaries for any taxable year (or portion thereof) beginning after the Closing Date without the reasonable consent of the Purchaser, which consent shall not be unreasonably withheld or delayed; provided, that, that if Seller fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Seller of notice of such Contest, the Purchaser shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede such Contest in its sole discretion. (c) In the case of a Contest after the Closing Date that relates both to Taxes for which the Purchaser is indemnified under Section 10.2(a) and Taxes for which the Purchaser is not indemnified under Section 10.2(a), the Purchaser shall control the conduct of such Contest, but the Seller shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor and the Company Purchaser shall settle or not settle, compromise any and/or concede such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and the Seller, which consent shall not be unreasonably withheld, conditioned withheld or delayed. (cd) BuyerSeller and the Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company, Parent Company and Seller shall (and shall cause their respective Affiliates to) (i) assist in its Subsidiaries as is reasonably requested for the preparation and timely filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest. Seller and the Affiliated Group Purchaser shall reasonably cooperate with each other in the conduct of any Contest or any member of other proceeding involving or otherwise relating to the Company Group; or its Subsidiaries (iior their income or assets) reasonably assist in any audit or other legal proceeding with respect to Taxes or any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 10.4(d). Any information obtained under this Section 10.4(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, Contest or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupproceeding. (de) Each of The Purchaser shall cause the Parties shall Company to (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of Taxable Periods for seven (i7) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such recordsyears, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party and Seller, its Affiliates and their respective affiliates, agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably Seller may deem necessary for or appropriate; provided, however, that in all cases, such activities are to be conducted by Seller during normal business hours and at the filing of Tax Returns or the conduct of a ContestSeller’s sole expense. Any information obtained under this Section 3(d10.4(e) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) After the Closing, Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability Liability or refund with respect to any member of the Company Group (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”). Parent shall promptly notify the Stockholders’ Agent upon receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to any a taxable period ending on or prior to the Closing Date; providedDate for which the Company may be liable under this Agreement (any such inquiry, howeverclaim, to the extent the Contest does not relate to an Affiliated Group assessment, audit or similar event, a “Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewithMatter”). Neither Parent and Seller nor any of its Affiliates shall not settle enter into any settlement of or otherwise compromise any such Contest in a manner which Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer or the Company Group Eligible Stockholders (as of prior to the extent Buyer Closing) or any Affiliate of the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) foregoing without the prior written consent of Buyerthe Stockholders’ Agent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Parent shall keep the Stockholders’ Agent fully and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses timely informed with respect to such Contest. Notwithstanding the foregoingcommencement, if any Contest relates to an Affiliated Group Tax Return, Parent status and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters nature of any member Tax Matter. The Parent shall, in good faith, allow the Stockholders’ Agent to make comments to Parent regarding the conduct of the Company Groupor positions taken in any such proceeding. (b) In the case of a Contest that relates The Stockholders’ Agent shall furnish or cause to a Straddle Period be furnished to Parent, upon request, as promptly as practicable, such information (as defined in Section 5 of this Annex I), Buyer shall control the conduct of such Contest, but Parent including access to books and Seller shall have the right records) and assistance relating to participate in such Contest at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor the Company shall settle or compromise any such Contest to as is reasonably requested for the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest. The Company shall use commercially reasonable efforts to cooperate with Parent in the Affiliated Group or conduct of any member of the Company Group; (ii) reasonably assist in any audit Contest or other legal proceeding with respect to Taxes involving or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and otherwise relating to the Company (or their income or assets) with respect to any Tax and its Subsidiaries that relate to Pre-Closing Taxes until the later each shall execute and deliver such powers of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns attorney and other documents relate, without regard as are necessary to extensions, and (ii) six (6) years following carry out the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition intent of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contestthis Section 10.3(b). Any information obtained under this Section 3(d10.3(b) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax Action. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent and After the Closing, the Seller shall have the right to settle and control the conduct, through counsel of its own choosing choosing, of any audit, claim for refund or any other Action involving any Taxes of, or with respect to, the Company or any Subsidiary of the Company (any such audit, claim for refund or other Action, a “Tax Contest”) for which it has an indemnification obligation under Section 8.2. Each of the Seller and the Buyer shall bear its share of the costs of any such Tax Contest based on its pro rata percentage ownership of the Company as of the Closing Date (i.e., seventy five percent (75%) by the Seller and twenty five percent (25%) by the Buyer). The Seller shall reasonably facilitate the Buyer’s participation in any such Tax Contest (including by providing copies of applicable notices and permitting the Buyer to review all filings reasonably in advance of submission), and the Buyer shall be permitted to employ separate counsel at its own expense, of any audit or administrative, judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group (expense in any such audit or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and The Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) Contest without the prior written consent of the Buyer, which such consent shall not to be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control In connection with any such Tax Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect relates both to such Contest. Notwithstanding matters which the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right would be entitled to control and settle to matters which the Seller would not be entitled to control hereunder, the parties shall reasonably cooperate to efficiently separate the administration of such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent Tax Contest such Contest relates to Taxes or Tax matters of any member that each of the Company GroupSeller and the Buyer controls its applicable portion of such Tax Contest. (b) In The Company shall designate (and shall execute all such documents necessary to cause the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex I)designation of) the Seller as, Buyer shall control and the conduct of such Contest, but Parent and Seller shall have the right authority (and all powers incident thereto) to participate act in such Contest at Parent’s the capacity of, the “partnership representative” (within the meaning of the Tax Audit Rules) for the Company in respect of all Pre-Closing Tax Periods. Each of the Buyer and Seller’s own expense. With the Seller hereby consents to the making of a “push out” election under Section 6226 of the Code (or any similar provision of any applicable Tax Audit Rule) with respect to a any Tax Contest that relates relating to a Straddle Period controlled by Buyerany Pre-Closing Tax Period, neither Buyer nor the Company shall settle or compromise any such Contest to the extent it would available under applicable Law. In connection with such “push out” election, the Buyer and the Seller shall cooperate to effect such election, to file all applicable Tax Returns required to be filed in connection therewith or as a result in a Tax that Parent or Seller is obligated thereof, and to pay or indemnify for under this Annex I without the prior written consent all of Parent and Seller, which consent shall not be unreasonably withheld, conditioned or delayedtheir respective Tax amounts due in respect of such Tax Returns. (c) Buyer, The Seller and the Company, Parent and Seller Buyer shall (and shall furnish or cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating be furnished to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make availableeach other, upon request request, as promptly as practicable, such information (including access to books and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (drecords) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Tax Contest. The Seller and the Buyer shall use commercially reasonable efforts to cooperate with each other in the conduct of any Tax Contest or other proceeding involving or otherwise relating to the Company or a ContestSubsidiary of the Company (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.4. Any information obtained under this Section 3(d8.4(c) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestTax Contest or other Action. (ed) This Each of the Seller, the Buyer, the Company and the Subsidiaries of the Company shall (i) use its commercially reasonable efforts to properly retain and maintain the Tax and accounting records of, or relating to, the Company and its Subsidiaries that relate to Pre-Closing Tax Periods until the expiration of the applicable statute of limitations and shall thereafter provide the other party with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to the other party upon its written request prior to any such destruction, abandonment or disposition and (iii) allow the other Parties and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the Parties, to from time to time inspect and review such records as the requesting party may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by such other party and its agents and representatives subject to such reasonable restrictions as may be imposed by the party providing the relevant records, during normal business hours and at the requesting party’s sole expense. Any information obtained under this Section 3 of this Annex I (and not Section 9.48.4(d) shall govern be kept confidential, except as may be otherwise necessary in connection with respect to any the filing of Tax mattersReturns or in the conduct of a Tax Contest or other Action.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing, except as provided in Section 8.4(b), Buyer, at its sole cost and Seller expense, shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability referred to herein as a “Contest”). If the resolution of any Contest could affect any Tax of the Company for which Seller is responsible under this Agreement, any Tax of any Seller Indemnified Party, or the right to a refund of Tax that is for the account of Seller, Buyer shall give Seller prompt notice of the Contest (which shall not be less than five days after notice from the Governmental Authority of such Contest) relating to any taxable period ending on or prior to the Closing Date; (provided, however, that the failure of Buyer to provide such notice within such time period shall not relieve Seller of its obligations under Article XII, except to the extent (and only to the extent) that such failure to give notice shall actually and materially prejudice any defense or claim available to Seller), and, subject to Seller’s right to control such Contest does not relate to an Affiliated Group Tax Returnunder Section 8.4(b), Buyer shall have control and defend such Contest diligently and in good faith, shall permit Seller (at Seller’s expense) to participate in such Contest, and shall not settle, compromise or concede any portion of such Contest without the consent of Seller, which consent shall not be unreasonably withheld, delayed, or conditioned. (b) In the case of a Contest that is being conducted after the Closing that relates to a Pre-Closing Period or solely to the portion of any Straddle Period ending on or before the Closing, and the resolution of which could materially affect any Tax of the Company for which Seller is responsible under this Agreement, any Tax of a Seller Indemnified Party, or the right to participatea refund of a Tax that is for the account of Seller, Seller shall have the right, at their own its election (and at Seller’s expense), to assume control of the conduct of such Contest by providing written notice to Seller, provided, that if Seller elects to assume control, (i) Seller shall provide Buyer with copies of all material correspondence, notices and other written materials received from or provided to any Governmental Authorities and shall otherwise keep Buyer reasonably advised of significant developments in the Contest and of significant communications involving representatives of the Governmental Authorities, (ii) Buyer may participate in such Contest (at Buyer’s expense), and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and (iii) Seller shall not settle settle, compromise or compromise concede any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Groupconditioned. (bc) In the case of a Contest that relates is being conducted after the Closing (other than those that Seller has elected to a Straddle Period (as defined in Section 5 of this Annex Icontrol), Buyer shall control the conduct of such Contest, but Parent and provided, that to the extent such Contest relates to any Tax that Seller shall have could be responsible for under this Agreement, any Tax of a Seller Indemnified Party, or the right to a refund that is the for the account of Seller (i) Buyer shall provide Seller with copies of all material correspondence, notices and other written materials received from or provided to any Governmental Authorities and shall otherwise keep Seller reasonably advised of significant developments in the Contest and of significant communications involving representatives of the Governmental Authorities, (ii) Seller may participate in such Contest (at Parent’s and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyer), neither and (iii) Buyer nor the Company shall settle not settle, compromise or compromise concede any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) Each of the Parties Seller and Buyer shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Pre-Closing Tax Returns or Straddle Returns and the preparation, prosecution, defense or conduct of any Contest relating to any Pre-Closing Period or Straddle Period. Seller and Buyer shall use commercially reasonable efforts to cooperate with each other in the conduct of any Contest relating to a ContestPre-Closing Period or Straddle Period and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 8.4. Any information obtained under this Section 3(d8.4(b) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Action relating to Taxes. (e) This Buyer and Seller shall, and Buyer shall cause the Company to, (i) use their respective commercially reasonable efforts to properly retain and maintain its Tax and accounting records that are pertinent to the Company or the Business and relate to the Pre-Closing Periods and Straddle Periods for ten years and shall thereafter provide the other Party with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) upon the written request of a Party made within 10 days of receipt of the notice provided under clause (i) above, transfer such records to the other Party prior to any such destruction, abandonment or disposition and (iii) allow the other Party and its agents and representatives, at times and dates reasonably and mutually acceptable to the Parties, to from time to time inspect and review such records as such Party may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by such Party during normal business hours and at such Party’s sole expense. Any information obtained under this Section 3 of this Annex I (and not Section 9.48.4(e) shall govern be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest or other Action relating to Taxes. (f) Buyer and Seller shall, upon request, use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to any Tax mattersthe Transactions).

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in this Article 13, Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest after the Closing Date that relates to Taxes for which a Straddle Period (as defined in Tax Indemnified Parent Party is indemnified under Section 5 of this Annex I)13.1(a) or refunds or credits to which Holders are entitled under Section 13.6, Buyer Shareholders’ Representative shall control the conduct of such ContestContest to the extent relating to such Taxes, refunds or credits, but Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect , and Shareholders’ Representative shall not be able to a settle, compromise and/or concede any portion of such Contest that relates is reasonably likely to a Straddle Period controlled by Buyer, neither Buyer nor affect the Tax liability of the Company shall settle or compromise its Subsidiaries for any such Contest to taxable year (or portion thereof) beginning after the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I Closing Date without the prior written consent of Parent and SellerParent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned; provided, that if Shareholders’ Representative fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Shareholders’ Representative of notice of such Contest, Parent shall have the right to assume control of such Contest, and Shareholders' Representative shall have the right to participate in such Contest at its own expense, and Parent shall not be able to settle, compromise and/or concede any portion of such Contest that relates to Holders’ indemnification obligations under Section 13.1(a) or Holders' right to refunds or credits under Section 13.6 without the consent of Shareholders' Representative, which consent shall not be unreasonably withheld, delayed or conditioned. (c) Buyer, the Company, Shareholders’ Representative and Parent and Seller shall (and shall agree to furnish or cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating be furnished to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make availableeach other, upon request request, as promptly as practicable, such information (including access to books and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (drecords) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. Shareholders’ Representative and Parent shall reasonably cooperate with each other in the conduct of a Contestany Contest or other proceeding involving or otherwise relating to the Company or its Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Article 13. Any information obtained under this Section 3(d13.3(c) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent and Seller After the Closing Date, except as provided in (b) below, RTMMC shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group Purchased Assets and Assumed Liabilities (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”"CONTEST") relating with respect to any a taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer Date but Triarc shall have the right to participate, participate in such Contest at their its own expense, in such Contest (and Seller RTMMC shall keep Buyer reasonably informed of the progress not settle, compromise and/or concede any portion of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects that is reasonably likely to affect the Tax liability of Buyer Triarc or its Subsidiaries for any Taxable year (or portion thereof) beginning after the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) Closing Date without the prior written consent of BuyerTriarc, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline ; PROVIDED, that if RTMMC fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by providing Buyer with a written the RTM Representatives of notice of such decisionContest, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller Triarc shall have the sole right to assume control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent of such Contest relates and shall be able to Taxes or Tax matters of any member of the Company Groupsettle, compromise and/or concede such Contest in its sole discretion. (b) In the case of a Contest that relates to a Straddle Period Periods (as defined in Section 5 of this Annex I7.05), Buyer Triarc shall control the conduct of such Contest, but Parent and Seller RTMMC shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect , and Triarc shall not settle, compromise and/or concede any portion of such Contest if such resolution is reasonably likely to give rise to a Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor Tax liability for which the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for Triarc Indemnified Parties are indemnified under this Annex I Section 7.01(a) without the prior written consent of Parent and SellerRTMMC, which consent shall not be unreasonably withheld, conditioned or delayed; PROVIDED, that if Triarc fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Triarc of notice of such Contest, RTMMC shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede such Contest in its sole discretion. (c) BuyerRTMMC and Triarc agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company, Parent Purchased Assets and Seller shall (and shall cause their respective Affiliates to) (i) assist in Assumed Liabilities as is reasonably requested for the preparation and timely filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest. RTMMC and Triarc shall reasonably cooperate with each other in the Affiliated Group or conduct of any member of the Company Group; (ii) reasonably assist in any audit Contest or other legal proceeding involving or otherwise relating to Triarc or its Subsidiaries or the Purchased Assets and Assumed Liabilities with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member and each shall execute and deliver such powers of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns attorney and other documents relateas are necessary to carry out the intent of this Section 7.03(c). Without limiting the foregoing, without regard Triarc shall make available to extensions, RTMMC promptly upon written request and (ii) six (6) years following the due date (including allowed extensions) for such as much time as reasonably required for purposes of reviewing or filing any Tax Returns and shall thereafter provide each or conducting any Contest or other with written notice Tax proceeding related to Taxes of RTMMC for taxable periods (or portions thereof) ending on or before the Closing Date any one or more of those employees of ARG or Triarc or their controlled Affiliates (as specifically requested by RTMMC) who prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to Closing were involved in the parties, to from time to time inspect and review such records as reasonably necessary for the filing preparation of Tax Returns or the conduct of a ContestContests or other Tax proceedings for the benefit of RTMMC; PROVIDED, that neither Triarc nor any of its controlled Affiliates shall have any obligation to continue the employment of any employees; and PROVIDED, further, that neither Triarc nor any of its controlled Affiliates shall have any Liability to RTMMC for the acts or omissions of its employees under this Section 7.03(c). The parties agree that nothing in this Section 7.03(c) shall require any of Triarc or its Affiliates to undertake any action that could unreasonably interfere with, or otherwise cause an undue burden on, the activities of Triarc or its Subsidiaries. RTMMC shall reimburse Triarc for Triarc's or its controlled Affiliates' reasonable costs, including allocated direct and indirect costs, in satisfying its obligations under this Section 7.03(c) with respect to RTMMC. Any information obtained under this Section 3(d7.03(c) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (ed) This Section 3 of this Annex I Triarc and RTMMC shall (i) use their reasonable best efforts to properly retain and not Section 9.4) shall govern maintain the Tax and accounting records with respect to the Purchased Assets and Assumed Liabilities that relate to Pre-Closing Taxable Periods and that are in such party's possession after the Closing Date for seven years and shall thereafter provide RTMMC or Triarc, as the case may be, with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to RTMMC or Triarc, as the case may be, upon its written request prior to any such destruction, abandonment or disposition and (iii) allow RTMMC or Triarc, and their Affiliates and their respective Representatives, as the case may be, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as RTMMC or Triarc, as the case may be, may deem necessary or appropriate; PROVIDED, HOWEVER, that in all cases, such activities are to be conducted by RTMMC or Triarc, as the case may be, during normal business hours and at the sole expense of RTMMC or Triarc, as the case may be. Any information obtained under this Section 7.03(d) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax mattersReturns or in the conduct of a Contest or other Tax proceeding.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing, Purchaser shall promptly notify the Seller in writing of any demand, claim or notice of the commencement of an audit received by Purchaser, the Group Companies or any Affiliate of any of the foregoing from any Governmental Entity or any other Person with respect to Taxes for which a Purchaser Indemnified Party may be entitled to indemnification pursuant to Section 13.1; provided, however, that a failure to give such notice will not affect the Purchaser Indemnified Parties’ rights to indemnification under this Article XIII, except to the extent that any Seller Indemnified Parties are actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and Seller shall have include copies of the right to settle and control relevant portion of any notice or other document received from any Governmental Entity or any other Person in respect of any such asserted Tax liability. (b) After the conductClosing Date, except as provided in Section13.2(c) below, Purchaser shall control, through counsel of its own choosing at its own expensechoosing, the conduct of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Group Company Group (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). (c) relating In the case of a Contest after the Closing Date that relates to a consolidated, combined, unitary or similar Tax Return filed by a parent entity that is not a Group Company, such parent entity shall control the conduct of such Contest. In the case of any taxable period ending on or prior to other Contest after the Closing Date; provided: if such Contest relates solely or predominantly to Taxes for which a Purchaser Indemnified Party may be entitled to indemnification under Section 13.1(a), howeverthe Seller shall control the conduct of such Contest, to but the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer Purchaser shall have the right to participate, participate in such Contest at their its own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or be able to settle, compromise and/or concede any portion of such Contest in a manner which that adversely affects the Tax liability of Buyer any Group Company for any taxable year (or portion thereof) beginning after the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) Closing Date without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent conditioned; and Seller may decline to control any if such other Contest by providing Buyer with a written notice of such decisionrelates, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoingin part, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of for which a Contest that relates Purchaser Indemnified Party may be entitled to a Straddle Period (as defined in indemnification under Section 5 of this Annex I13.1(a), Buyer the Purchaser shall control the conduct of such Contest, but Parent and the Seller shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect , and Purchaser shall not be able to a settle, compromise and/or concede any portion of such Contest that relates to a Straddle Period controlled by Buyer, neither Buyer nor adversely affects the Company shall settle Tax liability or compromise any such Contest to the extent it would result in a Tax that Parent or indemnification obligation of Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Seller, which consent shall not be unreasonably withheld, conditioned delayed or delayed. (c) Buyer, the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in the preparation and timely filing of any Tax Return of the Affiliated Group or any member of the Company Group; (ii) reasonably assist in any audit or other legal proceeding with respect to Taxes or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupconditioned. (d) Each of the Parties shall The Seller and Purchaser agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates Group Companies as is reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary requested for the filing of any Tax Returns and the preparation, prosecution, defense or conduct of any Contest. The Seller and Purchaser shall reasonably cooperate with each other in the conduct of a Contestany Contest or other proceeding involving or otherwise relating to the Group Companies (or the income or assets of the Group Companies) with respect to any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 13.2(d). Any information obtained under this Section 3(d13.2(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (ai) Parent and The Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, of any audit inquiry, claim, assessment, audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund Taxes with respect to any member of the Company Group (any such audit or proceeding relating to an asserted Tax liability referred to herein as each, a “Contest”) relating to any taxable period periods ending on or prior to before the Closing DateDate (“Pre-Closing Taxable Periods”) for which the Seller may be liable under this Agreement, and the Seller shall be able to settle, compromise and/or concede such Contest in its sole discretion; provided, however, to that neither the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer Seller nor any of its Affiliates shall have the right to participate, at their own expense, in enter into any settlement of or otherwise compromise and/or concede such Contest (that materially and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of the Buyer or the Company Group (to or any Affiliate of the extent Buyer or foregoing for any period ending after the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent The Seller shall keep the Buyer fully and timely informed with respect to the commencement, status and nature of any such Contest. The Seller may decline shall, in good faith, allow the Buyer to control make comments to the Seller regarding the conduct of or positions taken in any such Contest by providing Buyer with a written notice of such decisionand the Buyer, provided that such decision at its own expense, shall not impact Parent’s or Seller’s obligation for be entitled to participate in any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of (other than any member of the Company Group. (b) In the case of a such Contest that relates to a Straddle Period (as defined consolidated, unitary or combined Tax Return). With the written consent of the Seller in Section 5 of this Annex I)its sole discretion, the Buyer shall control the conduct of such Contest, but Parent and Seller shall have the right to participate in assume control of such Contest at Parent’s and Seller’s own expense. With respect but shall not be able to a Contest that relates to a Straddle Period controlled by Buyersettle, neither Buyer nor the Company shall settle or compromise any and/or concede such Contest to the extent it would result in a Tax that Parent (or Seller is obligated to pay or indemnify for under this Annex I portion thereof) without the prior written consent of Parent and Seller, which consent shall the Seller not to be unreasonably withheld, conditioned or delayed. (cii) BuyerThe Buyer shall control the conduct, through counsel of its own choosing at its own expense, of any Contest relating to a Straddle Period (a “Straddle Period Contest”), but the Seller shall have the right to participate in such Straddle Period Contest at its own expense. The Buyer shall keep the Seller fully and timely informed with respect to the commencement, status and nature of any such Straddle Period Contest. The Buyer shall, in good faith, allow the Seller to make comments to the Buyer regarding the conduct of or positions taken in any such Straddle Period Contest. The Buyer shall not be able to settle, compromise and/or concede such Contest (or portion thereof) without the written consent of the Seller, not to be unreasonably withheld, conditioned or delayed. With the written consent of the Buyer in its sole discretion, the Company, Parent and Seller shall have the right to assume control of such Straddle Period Contest but shall not be able to settle, compromise and/or concede such Straddle Period Contest (or portion thereof) without the written consent of the Buyer not to be unreasonably withheld, conditioned or delayed. (iii) From and after the Closing, the Seller and the Buyer shall, and the Buyer shall cause their respective Affiliates the Company to, furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) (i) assist in and assistance relating to the preparation and timely Company as is reasonably requested for the filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest (including, for the Affiliated Group avoidance of doubt, any claim for refund or any member of credit pursuant to Section 9.8(g)). The Seller and the Buyer shall, and the Buyer shall cause the Company Group; (ii) to, reasonably assist cooperate with each other in the conduct of any audit Contest or other legal proceeding involving or otherwise relating to the Company (or their income or assets) with respect to Taxes or any Tax and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 9.8(d)(iii). Any information obtained under this Section 9.8(d)(iii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, Contest or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; proceeding. (iv) provide any information necessary or reasonably requested to allow Buyer or any member From and after the Closing, each of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make availableBuyer, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (aA) use its reasonable best efforts to properly retain and maintain the tax Tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes until the later of Taxable Periods or Straddle Periods for seven (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (67) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other the Seller with ninety (90) days’ written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (bB) transfer such records to the Seller upon its written request prior to any such destruction, abandonment or disposition; disposition and (cC) allow the other Party Seller and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably the Seller may deem necessary for or appropriate; provided, however, that in all cases, such activities are to be conducted by the filing of Tax Returns or the conduct of a ContestSeller during normal business hours. Any information obtained under this Section 3(d9.8(d)(iv) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Section 3 of this Annex I (and not Section 9.4) shall govern with respect to any Tax matters.

Tax Audits and Contests; Cooperation. (a) Parent and Seller The Seller, at its election, shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, of any audit audit, claim for refund or administrative, judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group or any of its Subsidiaries (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on periods (or prior to portions thereof) for which the Closing DateSeller could have an indemnification obligation under Section 1 of this Annex; provided, however, that other than with respect to the extent the any Contest does not relate relating to an Affiliated Group a federal or state Income Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest liability (and Seller shall keep Buyer reasonably informed or refund claim) of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and consolidated, combined or unitary group that includes the Seller, the Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller The Buyer may decline participate at its own expense with respect to control any such Contest by providing Buyer with other than one relating to a written notice of such decision, provided that such decision shall not impact Parent’s federal or Seller’s obligation for any state Income Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes liability (or Tax matters of any member refund claim) of the Company Groupconsolidated, combined or unitary group that includes the Seller. For purposes of this Annex, references to “Income Tax” shall mean Taxes based upon or measured by net income or franchise Taxes (in lieu of net income Taxes). (b) In the case of a Contest that relates to a Straddle Period (as defined in Section 5 of this Annex IAnnex), the Buyer shall control the conduct of such Contest, but Parent and the Seller shall have the right to participate in such Contest at Parentthe Seller’s own expense and, with the written prior consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and at the Seller’s own expense, may assume control of the conduct of such Contest. With respect to a Contest that relates to a Straddle Period controlled by the Buyer, neither the Buyer nor the Company shall settle or compromise any such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. If the Buyer fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Buyer of notice of such Contest, the Seller shall have the right to assume control of such Contest. With respect to a Contest that relates to a Straddle Period controlled by the Seller, the Seller shall not settle or compromise any such Contest without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and the Buyer may participate at its own expense with respect to any such Contest. The Buyer shall control any audit or other proceeding relating to any taxable period beginning after the Closing Date. (c) BuyerThe Seller and the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company, Parent Company and Seller shall (and shall cause their respective Affiliates to) (i) assist in its Subsidiaries as is reasonably requested for the preparation and timely filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest; provided, that, nothing herein shall entitle the Buyer to any information relating to members of the Affiliated Group or any member of Seller’s consolidated group other than the Company Group; and the Company’s Subsidiaries. The Seller and the Buyer shall reasonably cooperate with each other in the conduct of any Contest involving or otherwise relating to the Company or its Subsidiaries (iior their income or assets) reasonably assist in any audit or other legal proceeding with respect to Taxes or any Tax Returns and each shall execute and deliver such powers of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or attorney and other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information as are necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any this Section 3. Any information reporting obtained under this Section 3 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member conduct of the Company Groupa Contest. (d) Each of the Parties parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and relating to the Company and its Subsidiaries that relate to Pre-Closing Taxes Taxable Periods until the later of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, and (ii) six (6) years following the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (b) transfer such records to the Seller upon its written request prior to any such destruction, abandonment or disposition; disposition and (c) allow the other Party party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contest. Any information obtained under this Section 3(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a Contest. (e) This To the extent this Section 3 is duplicative of or conflicts with any provision in Section 10.3 of the Agreement, this Annex I (and not Section 9.4) 3 shall govern with respect to any Tax mattersgovern.

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b) and (c) below, the Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing and at its own expense, of any audit audit, claim for refund, or administrative, administrative or judicial or other proceeding involving any asserted Tax liability or refund with respect to the Company or any member of the Company Group Subsidiaries (any such audit audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “"Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith"). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group. (b) In the case of a Contest after the Closing Date that relates solely to Taxes for which the Parent is indemnified under Section 8.1 and which are not reportable on Parent's consolidated federal income Tax Return or any state combined, consolidated, or unitary Tax Return that includes any entity other than the Company or a Straddle Period (as defined in Section 5 of this Annex I)Company Subsidiary, Buyer the Representative shall control the conduct of such Contest, but the Parent and Seller shall have the right to participate in such Contest at Parent’s and Seller’s its own expense. With respect , and the Representative shall not be able to a Contest that relates to a Straddle Period controlled by Buyersettle, neither Buyer nor the Company shall settle or compromise and/or concede any portion of such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Sellerthe Parent, which consent shall not be unreasonably withheldwithheld or delayed; provided that, conditioned if the Representative fails or declines to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Representative of notice of such Contest, the Parent shall have the right to assume control of such Contest but the Representative shall have the right to participate in such contest at its own expense and the Parent shall not be able to settle, compromise and/or concede any portion of such contest that is likely to result in a claim for indemnification hereunder without the consent of the Representative, which consent shall not be unreasonably withheld or delayed. (c) Buyer, In the Company, case of a Contest after the Closing Date that relates both to Taxes for which the Parent is indemnified under Section 8.1 and Seller shall (and shall cause their respective Affiliates to) either (i) assist in the preparation and timely filing of any Tax Return to Taxes of the Affiliated Group Parent, any Parent affiliate, the Company or any member of Company Subsidiary for which the Company Group; Parent is not indemnified under Section 8.1, or (ii) reasonably assist to any Taxes reportable on Parent's consolidated federal income Tax Return or on any state combined, consolidated, or unitary Tax Return that includes any entity other than the Company or a Company Subsidiary, the Parent shall control the conduct of such Contest, but the Representative shall have the right to participate in any audit or other legal proceeding such Contest at its own expense, and with respect to Taxes or any Tax Returns for which Parent is indemnified under Section 8.1, the Parent shall not settle, compromise and/or concede such Contest without the consent of the Affiliated Group Representative, which consent shall not be unreasonably withheld or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Groupdelayed. (d) Each of The Representative and the Parties shall Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (aincluding access to books and records) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and assistance relating to the Company and its the Company Subsidiaries that relate to Pre-Closing Taxes until the later of (i) the expiration of the statute of limitations as is reasonably requested for the taxable periods preparation, prosecution, defense or conduct of any Contest. The Representative and Parent shall reasonably cooperate with each other in the conduct of any Contest or other proceeding involving or otherwise relating to which the Company or the Company Subsidiaries (or their income or assets) with respect to any Tax and each shall execute and deliver such Tax Returns powers of attorney and other documents relate, without regard as are necessary to extensions, and (ii) six (6) years following carry out the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition intent of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contestthis Section 8.5. Any information obtained under this Section 3(d8.5(d) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax proceeding. (e) This Each of the Parent and the Company shall use its reasonable best efforts to properly retain and maintain the Tax and accounting records of the Company and the Company Subsidiaries that relate to any Tax Periods (or portions thereof) ending on or before the Closing Date until the expiration of the applicable statutes of limitations. Any information obtained under this Section 3 8.5 shall be kept confidential, except as may be otherwise necessary in connection with the filing of this Annex I tax returns or in the conduct of a Contest or other Tax proceeding. (f) The Parent shall promptly notify the Representative, and not Section 9.4) the Representative shall govern promptly notify the Parent, in writing within 30 Business Days from the receipt of notice of any pending or threatened Tax audits or assessments of the Company or any Company Subsidiary, with respect to any Tax matterswhich the notifying party may seek to be indemnified under Section 8.1. Failure to notify the indemnifying party under this Section 8.5(f) shall not relieve the indemnifying party from its obligations under Section 8.1, except to the extent that the indemnifying party shall have been actually prejudiced as a result of such failure. In that case, the amount the indemnifying party is otherwise required to pay under Section 8.1 shall be reduced by the amount determined pursuant to the preceding sentence.

Tax Audits and Contests; Cooperation. (a) Parent After the Closing, except as provided in Section 8.2(c) and Seller Section 8.2(d), the Buyer shall have the right to settle and control the conduct, through counsel of its own choosing at its own expensechoosing, of any audit audit, claim for refund or administrative, administrative or judicial or other proceeding involving any asserted Tax liability Liability or refund with respect to any member of the Company Group (any such audit audit, claim for refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”). (b) relating After the Closing, each party to this Agreement shall promptly notify the other party in writing of any taxable period ending on demand, claim or prior notice of the commencement of any Contest received by such party from any Governmental Authority or any other Person with respect to the Closing DateTaxes; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under Article XII except to the extent that such party is prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Loss and shall include copies of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Loss. (c) In the case of a Contest does not relate for a Pre-Closing Tax Period for which the amount remaining in the Indemnity Escrow Account (excluding any amounts which are then subject to an Affiliated Group Tax Returnunresolved Claims Notice) is reasonably expected to be sufficient to pay the entire amount of the Loss required to be indemnified (including any interest, penalties and other costs expected), the Sellers’ Representative (at the expense of the Sellers) shall control the conduct of such Contest, but the Buyer shall have the right to participate, participate in such Contest at their its own expense, in such Contest (and Seller the Sellers’ Representative shall keep Buyer reasonably informed of the progress not settle, compromise or concede any portion of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent and Seller may decline conditioned; provided, that if the Sellers’ Representative fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by providing Buyer with a written the Sellers’ Representative of notice of such decisionContest, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller Buyer shall have the sole right to assume control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent of such Contest relates and shall be permitted to Taxes settle, compromise or Tax matters of any member of the Company Groupconcede such Contest in its sole discretion. (bd) In the case of (i) a Contest that relates for a Pre-Closing Tax Period for which the amount remaining in the Indemnity Escrow Account (excluding any other amounts which are then subject to an unresolved Claims Notice) is not reasonably expected to be sufficient to pay the entire amount of the Loss required to be indemnified (including any interest, penalties and other costs expected) or (ii) a Contest after the Closing Date for a Straddle Period (as defined in Section 5 of this Annex I)Period, the Buyer shall control the conduct of such Contest, but Parent so long as the Sellers have an indemnification obligation under this Agreement for any liability arising from such Contest and Seller there are funds remaining in the Indemnity Escrow Account, the Sellers’ Representative shall have the right to participate in such Contest Contest, at Parent’s the expense of the Seller Parties, and Seller’s own expense. With respect to a Contest that relates to a Straddle Period controlled by Buyerthe Buyer shall not settle, neither Buyer nor the Company shall settle compromise or compromise any concede such Contest to the extent it would result in a Tax that Parent or Seller is obligated to pay or indemnify for under this Annex I without the prior written consent of Parent and Sellerthe Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. (ce) BuyerThe Sellers’ Representative and the Buyer shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company, Parent and Seller shall (and shall cause their respective Affiliates to) (i) assist in Company as is reasonably requested for the preparation and timely filing of any Tax Return Returns and the preparation, prosecution, defense or conduct of any Contest. The Sellers’ Representative and the Affiliated Group or Buyer shall use commercially reasonable efforts to cooperate with each other in the conduct of any member of the Company Group; (ii) reasonably assist in any audit Contest or other legal proceeding with respect to Taxes involving or Tax Returns of the Affiliated Group or any member of the Company Group (whether or not a Contest); (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns of the Affiliated Group or of any member of the Company Group; (iv) provide any information necessary or reasonably requested to allow Buyer or any member of the Company Group to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws; and (v) reasonably make available, upon request and during mutually convenient normal business hours, personnel with knowledge relevant to any Tax matter or contest involving the Affiliated Group or any member of the Company Group. (d) Each of the Parties shall (a) use its reasonable best efforts to properly retain and maintain the tax and accounting records of and otherwise relating to the Company (or its income or assets) with respect to any Tax and its Subsidiaries that relate to Pre-Closing Taxes until the later each shall execute and deliver such powers of (i) the expiration of the statute of limitations for the taxable periods to which such Tax Returns attorney and other documents relate, without regard as are necessary to extensions, and (ii) six (6) years following carry out the due date (including allowed extensions) for such Tax Returns and shall thereafter provide each other with written notice prior to any destruction, abandonment or disposition intent of all or any portions of such records, (b) transfer such records to Seller upon its written request prior to any such destruction, abandonment or disposition; and (c) allow the other Party and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records as reasonably necessary for the filing of Tax Returns or the conduct of a Contestthis Section 8.2(e). Any information obtained under this Section 3(d8.2(e) of this Annex I shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of a ContestContest or other Tax Action. (ef) This Section 3 The provisions of this Annex I (Section 8.2 shall govern any Contest and not Section 9.4) shall govern with respect to any Tax matters12.7 or Section 12.8.