Common use of Tax Audits Clause in Contracts

Tax Audits. 9.2.1 Upon becoming aware of any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware The Buyer shall promptly notify the Representative in writing with respect of any pending auditmatter which may give rise to a claim for indemnification against the Sellers pursuant to Section 5.6(a) (each, investigationa "Tax Matter") upon learning of such claim or the facts constituting such claim, assessment or other material proceedings (“Audit”) with respect to Tax matters describing the claim in reasonable detail, the amount thereof, and the basis therefor; provided, however, that failure of the Group Entities Buyer to give Sellers notice as provided herein will not relieve Sellers of their indemnification obligations hereunder, except to the extent that may effect a Sellers are prejudiced by the Buyer’s failure to give such prompt notice. The Representative shall have the right, as to any Tax Liability for which Matter, if the other Party may be liable under this Agreement, Representative notifies the Seller shall, Buyer that he or as the case may be, the Purchaser shall she will defend such Tax Matter within ten (10) Business Days give written notice days after receipt of such Audit notice and commences the defense of such Tax Matter and the Sellers agree that the Sellers are obligated to indemnify the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability Buyer with respect to the Audit except full amount in dispute in such Tax Matter, (i) to control, in whole or in part, any Tax audit, examination, contest or proceedings, (ii) to resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, (iii) to consent to any extension or waiver of the limitations period applicable to any Tax Matter, (iv) to initiate any claim for refund of Taxes related to a Pre-Closing Tax Period, and (v) to amend any Tax Return related to a Pre-Closing Tax Period only upon a final settlement or a Tax Matter, in each case solely to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to Taxes attributable to a Pre-Closing Tax Period or Taxes otherwise attributable to a Tax Matter; provided, however, Representative shall not enter into any accounting period for Tax purposes ending at settlement of or prior to the Effective Time and shall be entitled to settle and otherwise compromise any such Audit. To Tax Matter to the extent that it can reasonably be expected to adversely affect the Tax liability of the Buyer or any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the affiliate thereof for any taxable period ending after the Effective Time, Closing without the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval consent of the Buyer (such approval consent not to be unreasonably withheld withheld, delayed or delayed) on critical Audit decisions conditioned), and on material written communication to be forwarded to any Tax Authority or competent court provided further, the Buyer may participate in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Auditaudit, examination, contest or proceedings with counsel of its choice at its own expense. To In the extent that any such Audit relates to event of a Straddle Tax Periodconflict between the provisions of this Section 5.6(d) and Section 7.4, the Purchaser provisions of this Section 5.6(d) shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timecontrol. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) From and after the Closing Date, Buyer and the Selling Parties, as applicable (the “Tax Indemnified Person”), shall notify the chief tax officer (and the notice party as set forth in Section 12.07 of this Agreement) of the other Party (the “Tax Indemnifying Person”), in writing within fifteen (15) days of receipt by the Tax Indemnified Person of written notice of any pending auditor threatened audits, investigationadjustments, assessment claims, examinations, assessments or other material proceedings with respect CEPM (a “Tax Audit”) which may affect the liability for Taxes of such other Party. If the Tax Indemnified Person fails to give such timely notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in connection with respect such Tax Audit to the extent such failure to give notice materially adversely affects the other Party’s right to participate or meaningfully defend in the Tax matters Audit. (b) If a Tax Audit relates to Taxes for which only the Selling Parties would be liable to indemnify Buyer under this Agreement, the Selling Parties shall have the option, at their expense, to control the defense and settlement of such Tax Audit. If the Selling Parties do not elect to control the defense and settlement of such Tax Audit by giving written notice to Buyer within fifteen (15) days of the Group Entities receipt of the first notice of such audit (and failure to give such timely notice shall constitute a waiver of the Selling Parties’ right to elect not to control and defend the audit), Buyer may, at Buyer’s expense, control the defense and settlement of such Tax Audit, provided that may effect a Seller shall pay any Tax Liability for which the other Party may it is otherwise liable under Section 10.01. If such Tax Audit relates solely to Taxes for which only Buyer would be liable under this Agreement, the Seller Buyer shall, or as at its expense, control the case may be, the Purchaser shall within ten (10) Business Days give written notice defense and settlement of such Tax Audit to the other party. The notice shall set out extent that such information as Tax Audit relates to Taxes for which Buyer is available liable to indemnify the Selling Parties under Section 10.01. (c) If a Tax Audit relates to Taxes for which both the Selling Parties and as is reasonably necessary to enable the other party to assess the merits of the claimBuyer could be liable under this Agreement, to act the extent practicable, the items of income, gain, loss, deduction and credit or other item required to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify be reported on or otherwise reported on the other Party of an Audit shall not relieve the other Party of any liability applicable Tax Return (“Tax Items”) with respect to such Tax Audit will be distinguished and each Party will have the Audit except option to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct defense and settlement of any those Taxes for which it is so liable. If such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Period and any Tax PeriodItem cannot be identified as being a liability of only one Party or cannot be separated from a Tax Item for which the other Party is liable, the Purchaser Selling Parties, at their expense, shall advise have the Seller periodically option to control the defense and settlement of developments in the Audit investigation Tax Audit, provided that the Selling Parties defend the items as reported on the relevant Tax Return and obtain provided further that no such matter shall be settled without the Seller’s prior written approval (consent of Buyer, such approval consent not to be unreasonably withheld or delayedwithheld. (d) on critical Any Party whose liability for Taxes may be affected by a Tax Audit decisions shall be entitled to participate at its expense in such defense and on material written communication to employ counsel of its choice at its expense and shall have the right to consent to any settlement of such Tax Audit (not to be forwarded to any Tax Authority or competent court in relation to the Audit if and unreasonably withheld) to the extent it regards Taxes attributable that such settlement would have an adverse effect with respect to the a period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records for which that may be required Party is liable for the conduct of any Audit until the expiration of applicable statutory limitation period andTaxes, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this ParagraphAgreement or otherwise.

Tax Audits. 9.2.1 Upon becoming aware (a) The Purchaser will ensure, that the Sellers or a representative of the Sellers, who is bound to confidentiality by professional code (“Sellers’ Representative”) will be informed without undue delay by the respective Group Company of any pending audit, investigation, material notices in respect of the execution of a Tax Audit and similar audits of Tax Authorities as well as on the issue of a Tax assessment or other material proceedings a similar measure of Tax Authorities which could lead to an indemnity procedure for the Pre-Closing Date Tax Period. Such Tax audits and similar audits of Tax Authorities are hereinafter referred to as “Tax Audits”; such tax assessments and such measures of Tax Authorities are hereinafter referred to as “Tax Measures”. (“Audit”b) with respect The Sellers and/or Sellers’ Representatives are entitled to participate at the Sellers’ costs in Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this AgreementAudits including meetings (Zwischen-, the Seller shall, or as the case may be, the Purchaser shall within ten (10Schlussbesprechungen) Business Days give written notice of such Audit – to the other partyextent legally permissible – and/or proceedings in respect of Tax Measures. The notice shall set out such information as is available If and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as Sellers or Sellers’ Representatives do not participate in Tax Audits and/or proceedings in respect of Tax Measures, the Purchaser will take reasonable measures to ensure that the Sellers or Sellers’ Representative will be reasonably informed of the ongoing process of the Tax Audits and/or Tax Measures and that they will be given the opportunity to discuss all material measures of the respective Group Company in connection with the Tax Audits and/or Tax Measures with the respective Group Company. The Group Companies will provide all documents and materials necessary to defend a result thereofclaim to the Sellers on first written request. 9.2.2 The Seller shall control (c) Upon the conduct Sellers’ reasonable request the Purchaser will procure that the respective Group Company will pursuant to the Sellers’ instruction file, withdraw or amend legal remedies in respect of any such Audit Tax assessments, which have been amended due to Tax Audits, and/or in respect of Tax Measures, in each case, relating to any accounting period for the Pre-Closing Date Tax purposes ending at Period. Sellers’ Representatives will draft the filings and defend the claims in court and alike on behalf of the Purchaser and/or the Group Companies. Sellers will bear all external costs of the respective Group Company and/or of the Purchaser in connection with the filing, withdrawal or prior amendments of legal remedies upon the Purchasers’ request. (d) Any instruction of Sellers according to Clause 12.8(c) shall (i) be reasonable and in writing, (ii) relate to the Effective Time Pre-Closing Date Tax Period, (iii) be in accordance with the Relevant Principles and shall be entitled to settle the accounting standards, and compromise any such Audit. To (iv) not infringe the extent that any such Audit could have a material adverse effect on Tax position of the Group Companies, the Purchaser or any Affiliate of the Group Entity Purchaser with respect regard to the period periods, or portions thereof, beginning after the Effective TimeClosing Date, unless the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld Sellers reimburse any fiscal or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters disadvantages of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax PeriodCompanies, the Purchaser shall advise or any Affiliates of the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective TimePurchaser. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) In the event ITC or TransCo receives written notice of any pending audit, investigation, assessment or other material proceedings (“Audit”) Tax Controversy relating to the Transactions and with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party ITC or TransCo believes Entergy is or may be liable under this Agreementresponsible pursuant to Section 6.02, the Seller shall, ITC or as the case may be, the Purchaser TransCo shall notify Entergy in writing within ten thirty (1030) Business Days give written after the receipt by ITC or TransCo of such notice; provided, that any failure to provide such prompt notice of such Audit the existence of a Tax Controversy to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit Entergy shall not relieve the other Party of result in any liability with respect to the Audit of ITC or TransCo hereunder, except to the extent the Party was actually that Entergy is materially prejudiced as a result thereofthereby. 9.2.2 The Seller (b) In the event Entergy receives written notice of a Tax Controversy relating to the Transactions and with respect to a Tax for which Entergy believes TransCo is or may be responsible pursuant to Section 6.03, Entergy shall control notify TransCo in writing within thirty (30) Business Days after the conduct receipt by Entergy of such notice; provided, that any failure to provide such prompt notice of the existence of a Tax Controversy to TransCo shall not result in any liability of Entergy hereunder, except to the extent that TransCo is materially prejudiced thereby. (c) Entergy and ITC shall have the right to jointly contest any Tax Controversy (and neither party shall settle or compromise any such Audit Tax Controversy without the prior written consent of the other) relating to any accounting period Taxes which could give rise to an indemnity obligation of ITC or TransCo under Section 6.03(a)(ii); provided that if Entergy agrees in writing that ITC would have no liability for any Losses arising out of a Final Determination for Taxes with respect to such Tax purposes ending at or prior Controversy pursuant to the Effective Time and Section 6.03(a)(ii), Entergy shall be entitled to sole control of such Tax Controversy and may settle or compromise such Tax Controversy in its sole discretion. For the avoidance of doubt, ITC’s involvement and compromise participation in any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect Tax Controversy shall at all times be limited to the period after legal and factual issues that, if resolved adversely to Entergy or any member of the Effective TimeEntergy Group, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation could give rise to the Auditindemnity obligation of ITC pursuant to Section 6.03(a)(ii). 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) If (A) notice of any pending audit, investigation, assessment or other material proceedings (“Audit”) Action with respect to Tax matters Taxes of the Group Entities that may effect Company (a “Tax Liability Contest”), (B) notice of an intent to commence any Tax Contest, or (C) notice of deficiency, proposed adjustment, notice of assessment, or notice of lien with respect to Taxes (whether claimed, proposed, asserted, or assessed) shall be received by any party for which the any other Party party may reasonably be expected to be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser notified party shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as provide such other party may consider necessary. Any or parties in writing a Notice of Claim; provided, however, that the failure of the notified party to notify the give any other Party of an Audit party notice as provided herein shall not relieve the such other Party party of any liability with respect to the Audit its indemnification, compensation or reimbursement obligations under Article 9 or this Article 10 except to the extent that such other party is actually and materially prejudiced thereby. Notwithstanding any provision herein to the Party was actually prejudiced as contrary, to the extent that a result thereofprovision of this Section 10.3 conflicts with any provision of Article 9, this Section 10.3 shall govern. 9.2.2 The Seller (b) Parent shall have the right to control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to Contest of the Effective Time and shall be entitled to settle and compromise any such AuditCompany. To the extent that a Tax Contest relates to Taxes attributable to a Pre-Closing Tax Period, Parent shall (i) keep the Representative informed of all developments on a timely basis, (ii) provide to the Representative copies of any and all material correspondence from any Governmental Authority related to such Tax Contest and all information reasonably requested by the Representative regarding such Tax Contest, (iii) permit the Representative to evaluate and comment on such Tax Contest, and reasonably and in good faith consider any such Audit could have a material adverse effect on comments of the Purchaser or Representative, (iv) provide the Group Entity Representative with the opportunity to attend conferences with the relevant Governmental Authority (if reasonably practical) and to review and provide comments with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation responses provided to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities relevant Governmental Authority and (v) not covered by Paragraph 9.2.2 and shall be entitled to settle and or otherwise compromise any such Audit. To Tax Contest if such settlement or other compromise could reasonably be expected to give rise to an indemnification claim hereunder without the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval consent of the Representative, which consent shall not to be unreasonably withheld withheld, conditioned or delayed) on critical Audit decisions delayed and on material which shall be deemed to have been given unless the Representative shall have objected within 30 days after written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timerequest for such consent by Parent. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (i) The Sellers shall control any Audit in respect of any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and Closing Date, except to the Purchaser extent that such Audit relates to the Section 338(h)(10) Election (any such Audit, a "Sellers Audit") and, in connection therewith, shall provide each other be authorized to take any action with respect to any Sellers Audit in its sole discretion unless such information and render such assistance as may action would reasonably be requested expected to result in order a material adverse Tax effect or a liability or increase in liability hereunder to ensure Buyer for any Tax period, in which case such action may not be taken without Buyer's consent. The Buyer shall, and shall cause the proper Acquired Companies and adequate defence Fabio to, reasonably cooperate with Sellers and/or its representatives in connection with any Sellers Audit. Such cooperation shall include, but shall not be limited to, the prompt furnishing by Buyer, the Acquired Companies and Fabio of: (A) a limited power of attorney (and/or such other authorization) as reasonably necessary to enable Sellers and/or its representatives to directly control any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller Sellers Audit; and the Purchaser agree to retain (B) any and all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period andrecords, upon reasonable noticedocuments, to provide each consents, certificates, workpapers and other access to all books and records relating to the Group Entities information as may be necessary for the Sellers and/or its representatives to control and defend a Sellers Audit. Sellers' Representative shall keep the Buyer fully and contemporaneously apprised of all material aspects of any Sellers Audit and shall promptly furnish or cause to be promptly furnished to the Buyer any and all material documents, reports, correspondence and other written materials pertaining to any Sellers Audit. (ii) The Buyer shall control and defend or shall cause the Acquired Companies and Fabio to control and defend any Audit in respect of any Straddle Return and any Audit which relates to the Section 338(h)(10) Election (each such Audit, a "Buyer Audit"); provided, however that, without Sellers' Representative's prior written consent and unless otherwise required by applicable laws, Buyer may not take (or cause or permit to be taken by an Acquired Company or Fabio), any action or decline (or cause or permit an Acquired Company or Fabio to decline) to take any action with respect to any Buyer Audit that would reasonably required be expected to exercise their rights under this Paragraphresult in a material adverse Tax effect to, or liability or increase in liability hereunder for, Sellers. Buyer shall keep Sellers' Representative fully and contemporaneously apprised of all material aspects of any Buyer Audit and shall promptly furnish or cause to be promptly furnished to the Sellers' Representative any and all material documents, reports, correspondence and other written materials pertaining to any Buyer Audit.

Tax Audits. 9.2.1 Upon becoming aware of (i) In the event that any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser taxing authority shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other any Party of any liability with respect to investigation, inquiry or audit involving the Audit except to federal or state income tax returns of TDL for a period including the extent Closing Date and ending upon the close of business on the Closing Date, the notified Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall notify all other Parties. Sellers shall be responsible for and assume the defense and control the conduct all aspects of any such Audit relating to inquiry, investigation or audit involving the tax returns of TDL for any accounting period for Tax purposes including the Closing Date and ending at upon the close of business on the Closing Date, including all costs and expenses incurred by the Sellers in connection therewith. TDL shall make available such records and documents in their possession as may be reasonably requested by the Sellers or prior to legally requested by such taxing authority. TDL shall reasonably cooperate with and assist the Effective Time Sellers and such taxing authority in the completion of such inquiry, investigation or audit and shall be entitled to settle advise the Sellers of the commencement and compromise progress of any such Auditaudit following receipt of notice thereof by TDL. (ii) In the event that any taxing authority shall notify any Party of any investigation, inquiry or audit involving the tax returns of TDL for a period commencing after the close of business on the Closing Date, the notified Party shall immediately notify all other Parties. Buyer shall be responsible for and assume the defense and control all aspects of any such inquiry, investigation or audit, including all costs and expenses incurred by Buyer in connection therewith. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity necessary, Buyer shall engage legal counsel with respect to state tax matters that are reasonably acceptable to the Sellers. Sellers shall make available to Buyer such records and documents in his possession as may be reasonably requested by any Buyer or legally requested by such taxing authority. Sellers shall reasonably cooperate with and assist Buyer and TDL and such taxing authority in the completion of such inquiry, investigation or audit. Buyer and TDL shall be responsible for all costs and expenses incurred by them in connection with any inquiry, investigation or audit involving the tax returns of TDL for any period commencing after the Effective Timeclose of business on the Closing Date. Buyer shall keep Sellers reasonably informed of the status of any such investigation, inquiry or audit, including any settlement, appeal, payment of sums due or other agreement arising out of such investigation, inquiry or audit. Buyer shall have the right to amend any Final Income Tax Returns to reflect the final outcome of any such inquiry, investigation or audit. (iii) In the event that any taxing authority shall notify any Party of any investigation, inquiry or audit involving the tax returns of TDL for a period commencing before the close of business on the Closing Date and such period continues after the Closing Date, the Seller notified Party shall advise immediately notify all other Parties. Buyer shall be responsible for and assume the Purchaser periodically of developments in the Audit investigation defense and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct all aspects of any Audit relating to Tax matters of the Group Entities not covered such inquiry, investigation or audit, including all costs and expenses incurred by Paragraph 9.2.2 and shall be entitled to settle and compromise any such AuditBuyer in connection therewith. To the extent necessary, Buyer shall engage legal counsel with respect to tax matters that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation are reasonably acceptable to the Audit if Sellers. Sellers shall make available to Buyer such records and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested documents in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities his possession as may be reasonably required requested by any Buyer or legally requested by such taxing authority. Sellers shall reasonably cooperate with and assist Buyer and TDL and such taxing authority in the completion of such inquiry, investigation or audit. Buyer and TDL shall be responsible for all costs and expenses incurred by them in connection with any inquiry, investigation or audit involving the tax returns of TDL for any period commencing after the close of business on the Closing Date. Buyer shall keep Sellers reasonably informed of the status of any such investigation, inquiry or audit, including any settlement, appeal, payment of sums due or other agreement arising out of such investigation, inquiry or audit. Buyer shall have the right to exercise their rights under this Paragraphamend any Final Income Tax Returns to reflect the final outcome of any such inquiry, investigation or audit. All costs incurred for such audit including any tax due and owing, penalties, interest, attorneys fees, expert witness fees, accountants fees and other expenses incurred in connection with the audit shall be divided between the Parties in the ratio of the tax liability attributable to events occurring before the Closing Date and the tax liability attributable to events occurring after the Closing Date.

Tax Audits. 9.2.1 Upon becoming aware of (i) Company in any pending audit, investigation, assessment Tax audit or other material proceedings (“Audit”) with respect administrative or court proceeding relating to Tax matters taxable periods of the Group Entities Company which end on or before the CLOSING DATE and to employ counsel of its choice at its expense; PROVIDED that may effect a Tax Liability for which if the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice results of such Audit Tax audit or proceeding could reasonably be expected to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the assets, business, operations, or financial condition of Purchaser for taxable periods ending after the CLOSING DATE, then there shall be no settlement or the Group Entity closing or other agreement with respect to the period after the Effective Time, the thereto without prior discussion with Purchaser . Purchaser agrees that it will cooperate fully with Seller shall advise the Purchaser periodically of developments and its counsel in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld defense against or delayed) on critical Audit decisions and on material written communication to be forwarded to compromise of any Tax Authority or competent court claim in relation to the Auditany said proceeding. 9.2.3 The Purchaser shall control (ii) assessment or otherwise disputes or affects the conduct of any Audit relating to Tax matters reporting position of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period Company for taxable periods ending on or prior to the Effective TimeCLOSING DATE, Purchaser shall, promptly upon receipt by Purchaser or the Company of written notice thereof, inform Seller thereof. The failure of Purchaser or the Company or their AFFILIATES timely to forward such notification in accordance with the immediately preceding sentence shall not relieve Seller of its obligation to pay such liability for TAXES except and to the extent that the failure timely to forward such notification actually prejudices the ability of Seller to contest such liability for TAXES or increases the amount of such TAXES. 9.2.4 The (iii) Seller and Purchaser jointly shall represent the interests of the Company in any Tax audit or administrative or court proceeding relating to any taxable period of the Company which includes (but does not begin or end on) the CLOSING DATE. Any disputes regarding the conduct or resolution of any such audit or proceeding shall be resolved pursuant to Section 8.4(i). Each of the parties shall be bound by the decision rendered pursuant to Section 8.4(i). All costs, fees and expenses paid to third parties in the course of such proceeding shall be borne by Seller and Purchaser in the same ratio as the ratio in which, pursuant to the terms of this Agreement, Seller and Purchaser would share the responsibility for payment of the TAXES asserted by the taxing authority in such claim or assessment if such claim or assessment were sustained in its entirety. (iv) Purchaser shall provide each have the sole right to represent the interests of the Company in all other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2Tax audits or administrative or court proceedings. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (i) Buyer shall promptly notify Sellers in writing upon receipt by Buyer or any of its Affiliates of notice of any pending auditor threatened federal, investigationstate or local Tax audits, assessment examinations, notices of deficiency or other material proceedings adjustments, assessments or redeterminations (“AuditTax Matters”) relating to a Pre-Closing Period for which Sellers may be liable to indemnify Buyer under Article VIII. In the event that Buyer fails to notify Seller with respect to Tax matters of the Group Entities that may effect a Tax Liability for which Matter in accordance with the other Party may provisions of this Section 6.2(c)(i), Seller shall not be liable obligated to indemnify Buyer under Article VIII of this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of Agreement with respect to such Audit Tax Matter to the other party. The notice shall set out extent that such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify Seller adversely affects Seller’s ability to adequately defend against such Tax Matter. (ii) Sellers shall have the other Party sole right to control, contest, resolve and defend against any Tax Matters or initiate any claim for refund or amend any Tax Return relating to the Income Taxes of an Audit the Company for Pre-Closing Periods, in each case provided Sellers are obligated to indemnify Buyer for such Income Taxes (or a portion of such Income Taxes with respect to a Straddle Period) under Article VIII, and to employ counsel of its choice at its own expense; provided, however, that (A) Sellers shall not relieve the other Party of any liability keep Buyer informed with respect to the Audit except commencement, status and nature of any such Tax Matter, (B) neither Sellers nor the ultimate parent entity filing the consolidated return that is the subject of such Tax Matter nor any of their respective Affiliates shall enter into any settlement of or otherwise compromise any such Tax Matter which adversely affects the Tax liability of Buyer, the Company or any Affiliate of either of them (to the extent Buyer, the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct Company or any Affiliate of either of them may be required to make any payment for such Audit relating to any accounting period for Tax purposes ending at or prior liability that is not fully indemnified by Sellers pursuant to the Effective Time and shall be entitled to settle and compromise any such Audit. To terms hereof) without the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval consent of Buyer, which consent shall not to be unreasonably withheld or delayed, and (C) on critical Audit decisions and on material written communication Sellers may decline to be forwarded to control any Tax Authority Matters by providing Buyer with written notice of such decision. (iii) Except as otherwise provided in Section 6.2(c)(ii) and except with respect to federal or competent court in relation state Income Taxes, Buyer shall have the sole right to control any Tax Matters relating to the Audit. 9.2.3 The Purchaser Company, and to employ counsel of its choice at its own expense; provided, however, that (A) Buyer shall control keep Sellers informed with respect to the conduct commencement, status and nature of any Audit relating Tax Matter for which Sellers may be liable pursuant to Tax matters Article VIII, and (B) neither Buyer nor any of the Group Entities not covered by Paragraph 9.2.2 and its Affiliates shall be entitled to settle and enter into any settlement of or otherwise compromise any such Audit. To Tax Matter for which Sellers are required to indemnify Buyer hereunder without the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval consent of Sellers, which consent shall not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware The Purchaser shall promptly notify the Seller upon receipt by the Purchaser or any Affiliate of the Purchaser (including the Company or the Subsidiaries) of written notice of any pending auditinquiries, investigationclaims, assessment assessments, audits or other material proceedings (“Audit”) similar events with respect to Taxes relating to a Pre-Closing Tax matters Period, other than the portion of a Straddle Period that ends on the Closing Date, which shall be governed by Section 7.10(f)(ii) below (any such inquiry, claim, assessment, audit or similar event to the extent relating to a Pre-Closing Tax Period other than the portion of a Straddle Period that ends on the Closing Date, a "Tax Matter"); provided that the failure of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of to provide such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable not release, waive or otherwise affect the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability Seller's obligations with respect to the Audit such Tax Matter or Tax Matters except to the extent that the Party was actually Seller is prejudiced as a result thereof. 9.2.2 of such failure. The Seller Seller, at the Seller's sole expense, shall control have the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time authority (and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or shall cause the Group Entity Company and the Subsidiaries to provide the Seller's tax advisors with the appropriate powers of attorney) to represent the interests of the Company and the Subsidiaries with respect to any Tax Matter before the period after IRS or any other Governmental Body and shall have the Effective Timeright to control the defense of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided that the Seller shall advise not settle or compromise any Tax Matter of the Purchaser periodically Company, the Subsidiaries or with respect to Seller's consolidated, combined, unitary or similar group in respect of developments the business or activities of the Company or any Subsidiary, in a manner that is reasonably likely to adversely affect the Audit investigation and obtain Company's, any of its Subsidiaries', or their consolidated, combined, unitary, or similar group's liability for Taxes, for a period ending after the Closing without the consent of the Purchaser’s prior written approval (such approval , which consent will not to be unreasonably withheld or delayed) on critical Audit decisions . The Seller shall keep the Purchaser fully and on material written communication timely informed with respect to be forwarded to the commencement, status and nature of any Tax Authority or competent court Matter. The Seller shall, in relation good faith, allow the Purchaser to make comments to the Audit. 9.2.3 The Purchaser shall control Seller regarding the conduct of or positions taken in any Audit relating to Tax matters of such proceeding. The Purchaser, the Group Entities not covered by Paragraph 9.2.2 and Company, or the relevant Subsidiary shall be entitled to settle and compromise control the defense of any such Audit. To Tax Matter (at the Seller's expense) to the extent that the Seller does not exercise its right to control such Tax Matter pursuant to this Section 7.10(f)(i). The Purchaser shall also be permitted to attend meetings relating to any such Audit relates Tax Matter conducted by the Seller, at the Purchaser's own expense if such Tax Matter involves solely the Company and/or any of its Subsidiaries. The Purchaser shall have the sole right to control any audit or examination by any Governmental Body, initiate any claim for refund or amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company and the Subsidiaries for all taxable periods ending after the Closing Date, provided that for a Straddle Tax PeriodPeriod or any other matter that would materially adversely affect the Seller, the Purchaser shall advise (i) keep the Seller periodically fully and timely informed with respect to such proceedings, (ii) in good faith, allow the Seller to make comments to the Purchaser regarding the conduct of developments or positions taken in any such proceeding, (iii) allow the Audit investigation Seller to participate at its own expense in any such proceeding, and obtain (iv) not enter into any settlement or compromise without the prior written consent of the Seller’s prior written approval (such approval , which consent shall not to unreasonably be unreasonably withheld or delayed. The Seller shall pay to the Purchaser all amounts for which the Seller is responsible under Section 7.10(b) on critical Audit decisions within fifteen (15) days following the settlement or other conclusion or resolution of any claim or proceeding described in this Section 7.10(f). The provisions of this Section 7.10(f) and on material written communication not the provisions of Section 9.4(b), shall govern claims relating to Taxes. Section 338 Elections. Neither the Purchaser nor the Company shall make (or permit to be forwarded to made) any Tax Authority or competent court in relation election under Section 338 of the Code with respect to the Audit if and to acquisition of the extent it regards Taxes attributable to Company and/or the period ending on or prior to the Effective TimeSubsidiaries. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) If any written claim or demand for indemnified Taxes in respect of which indemnity may be sought pursuant to this Article X is asserted against Parent, any of its Affiliates or, effective upon the Closing, the Company or any Company Subsidiary, Parent and the Stockholder Representative shall notify the other of such claim or demand within ten (10) days of receipt thereof and each of them shall give the other such information with respect thereto as any of them may reasonably request of the other. Stockholder Representative shall assume and control at its own expense, and Parent shall take all steps reasonably requested by Stockholder Representative in order to fully effectuate Stockholder Representative's assumption and control of, the conduct of any pending auditcontest or proceeding (including, investigationwithout limitation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability audit) relating to Taxes for which indemnification may be sought from Stockholder Representative under this Article X; provided that the other Party may Stockholder Representative shall not settle any such contest or proceeding in a manner that would adversely affect the Parent, the Company or any Company Subsidiary in a taxable period ending after the Closing Date without Parent's prior written consent, which shall not be unreasonably withheld. Parent shall have the right, but not the duty, to participate in such contest or proceeding at its own expense. Stockholder Representative shall not be liable under this Article X for any amount arising out of a contest or proceeding of which Parent failed to notify the Stockholder Representative as required under this Article X to the extent that the Stockholder Representative can demonstrate actual loss and prejudice as a result of such failure. (b) If a Taxing Authority makes an adjustment which increases the obligations of Principal Securityholders and Stockholder Representative under Section 10.1 and (i) the Principal Securityholders pay the increased amount pursuant to this Agreement, and (ii) the Seller shalladjustment results in a decrease in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries in any taxable period beginning after the Closing Date, Parent shall be obligated to make a payment or payments to the Stockholder Representative in an amount equal to the lesser of (x) the amounts paid by the Stockholder Representative pursuant to Section 10.1 as a result of the adjustment; or (y) the amount of the reduction in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries. If a Taxing Authority makes an adjustment which decreases the obligations of Principal Securityholders and Stockholder Representative under Section 10.1 or results in a refund or credit which is payable to the Stockholder Representative under Section 10.8 and the adjustment results in an increase in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries in any taxable period beginning after the Closing Date, the Stockholder Representative shall be obligated to make a payment or payments to the Parent in an amount equal to the lesser of (x) the decrease in the amounts paid by the Stockholder Representative pursuant to Section 10.1 or the amount of the refund or credit payable to the Stockholder Representative under Section 10.8, as the case may be, as a result of the Purchaser adjustment; or (y) the amount of the increase in the Taxes of the Parent, its Affiliates, the Company or the Company Subsidiaries. Any such payment or payments shall be made by the Parent or the Stockholder Representative as the case may be within ten thirty (1030) Business Days give written notice days of the date that any Tax refund is received with respect to any amended returns or the date that the Tax Return evidencing such Audit reduction or increase is due with respect to the other partycurrent and future Tax Returns. The notice Parent shall set out such information as is available and as is file any amended Tax Returns reasonably necessary to enable obtain the other party to assess the merits allowable amount of the claimreduction in its Tax liability, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective TimeParent, its Affiliates, the Seller shall advise Company, or any Company Subsidiary would be adversely affected by the Purchaser periodically filing of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any amended Tax Authority or competent court in relation to the AuditReturn. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (i) If notice of any pending audit, investigation, assessment or other material proceedings (“Audit”) Legal Proceeding with respect to Tax matters Taxes of the Group Entities that may effect Company or any of the Subsidiaries (a “Tax Liability Claim”) shall be received by any party for which the any other Party party may reasonably be expected to be liable under this Agreementpursuant to Section 8.2, the Seller shall, or as the case may be, the Purchaser notified party shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as notify such other party may consider necessary. Any in writing of such Tax Claim; provided, however, that the failure of the notified party to notify the give such other Party of an Audit party notice as provided herein shall not relieve the such other Party party of any liability with respect to the Audit its obligations under Section 8.2 except to the extent the Party was that such other party is actually and materially prejudiced as a result thereofthereby. 9.2.2 The (ii) Seller shall have the right to control the conduct and resolution of any Tax Claim that is subject to indemnification by Seller pursuant to Section 8.2, unless such resolution would likely have a material increase in liabilities for Taxes of, or attributable to, the Company or any of its Subsidiaries in a taxable period ending after the Closing Date and Seller would not be required to indemnify Buyer fully for such increase. Seller shall afford Buyer the opportunity to control jointly the conduct and resolution of the portion of such Tax Claim that would likely have a material increase in the liabilities for Taxes of, or attributable to, the Company or any of its Subsidiaries in taxable periods ending after the Closing Date without indemnification for such increase by Seller. If Buyer shall decline in writing to participate in the joint control of the conduct of such Tax Claim, or shall fail to actively participate in such audit in a manner reasonably satisfactory to Seller, Seller shall have the right to control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent Claim, provided that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments not resolve such Tax Claim without Buyer’s written consent, which shall not be unreasonably withheld. If Seller shall elect in writing not to control or participate in the Audit investigation and obtain control of the Purchaser’s prior written approval (conduct of a Tax Claim described in Section 5.11(d)(ii), or shall fail to actively participate in such approval not audit in a manner reasonably satisfactory to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication Buyer, Buyer shall have the right to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to such Tax matters Claim, provided that Buyer shall keep Seller informed of the Group Entities all developments and Buyer shall not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any resolve such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Claim without Seller’s prior written approval (such approval consent, which shall not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timewithheld. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware of (i) If any pending audittaxing authority in writing asserts a claim, investigation, makes an assessment or other material proceedings (“Audit”) with respect to otherwise disputes or affects any Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this AgreementStockholders are responsible hereunder, the Seller Parent shall, promptly upon receipt by Parent or as the case may be, the Purchaser shall within ten (10) Business Days give Company of written notice of such Audit to thereof, inform the other partyStockholder Representative thereof. The notice shall set out failure of Parent or the Company or their Affiliates timely to forward such information as is available and as is reasonably necessary to enable notification in accordance with the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit immediately preceding sentence shall not relieve the other Party Stockholders of any their obligation to pay such liability with respect to the Audit for Taxes except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards that the failure timely to forward such notification actually prejudices the ability of the Stockholders to contest such liability for Taxes attributable or increases the amount of such Taxes. Parent shall have exclusive right to represent the period Company's interest in any Tax audit or administrative or court proceeding relating to taxable periods of the Company ending on or prior to the Effective TimeDate in respect of Taxes for which the Stockholders would be responsible under Section 11.6(a) hereof, and to employ counsel of its choice at its expense; provided that there shall be no settlement or closing or other agreement with respect thereto without the consent of the Stockholder Representative, which consent will not be unreasonably withheld. 9.2.4 The Seller (ii) Notwithstanding the provisions of Section 11.6(a)(ii), in the event that any taxing authority commences an audit or investigation of the Company or the Surviving Corporation, the Stockholders shall not be required to pay, or indemnify the Parent Indemnitees in respect of, any Related Costs incurred by the Parent Indemnitees with respect to such audit or investigation unless, as a result of such audit or investigation, the Surviving Corporation pays any Tax for which the Stockholders are required to indemnify the Parent Indemnitees under Section 11.6(a) hereof. If, as a result of such audit or investigation, in addition to paying any Tax for which the Stockholders are required to indemnify the Parent Indemnitees under Section 11.6(a) hereof, the Surviving Corporation also pays any Tax for which the Stockholders are not required to indemnify the Parent Indemnitees under Section 11.6(a) hereof, the Related Costs incurred by the Parent Indemnitees with respect to such audit or investigation shall be apportioned among the Stockholders and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure Parent Indemnitees pro rata based upon the proper and adequate defence amount of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller Tax paid by the Surviving Corporation for which the Stockholders are responsible hereunder and the Purchaser agree to retain all records that may be required amount of the Tax paid by the Surviving Corporation for which the conduct of any Audit until the expiration of applicable statutory limitation period andStockholders are not responsible for hereunder, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraphrespectively.

Tax Audits. 9.2.1 Upon becoming aware With respect to any Pre-Closing Period, Buyer shall promptly notify Seller in writing upon receipt by Buyer, any affiliate of Buyer, the Company, or any Subsidiary and Seller shall promptly notify Buyer in writing upon receipt by Seller or any affiliate of Seller, of notice of any pending or threatened federal,state, local or foreign Tax audits, examinations or assessments of the Company or any Subsidiary (other than consolidated or combined Income Tax audits, examinations or assessments), so long as Pre-Closing Period Taxable years remain open. Seller shall have the sole right to represent the Company, the Subsidiaries and their predecessors in any Tax audit or administrative or court proceeding relating to the Pre-Closing Period, and to employ counsel of its choice at its expense, from and after the date on which the Seller confirms in writing that it is obligated hereunder to indemnify the Buyer, the Company, and/or a Subsidiary, as applicable with respect to the Taxes subject to such audit, investigationexamination, assessment or assessment; provided, that: (a) Buyer may participate at its sole cost and expense therein, but only with respect to issues directly related to a Pre-Closing Period Tax liability (other material proceedings than a federal Income Tax liability or a state Income Tax liability to a state with respect to which a Section 338(h)(10) Joint Election was made hereunder) as to which such indemnification applies (“Audit”a "Covered Issue"); (b) Seller shall not enter into any compromise or agreement (a "Settlement") with respect to Tax matters any such Covered Issue without providing the Buyer with a written description of the Group Entities that may proposed terms and conditions thereof (the "Settlement Proposal") and without the prior written consent of the Buyer (which consent will not unreasonably be withheld) if such Settlement would have an adverse effect a Tax Liability for which the other Party may be liable under this Agreementon Buyer, the Seller shallCompany, or any Subsidiary (after giving effect to Seller's indemnification obligations hereunder and its obligations under Section 13.4) (an "Adverse Tax Effect"); (c) For purposes of clause (b), consent will be treated as reasonably withheld by Buyer as to any Covered Issue if the case Settlement Proposal is based on a trade-off where decreased Tax detriments (or increased Tax benefits) for Pre-Closing Periods would result in an increase in Adverse Tax Effects, or vice versa; and (d) Where consent to Settlement of one or more Covered Issues is withheld by Buyer pursuant to clause (b) above, other than in cases described in clause (c) above, (i) Buyer may becontinue to initiate (and control the handling, the Purchaser shall within ten (10disposition, or settlement of) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability further proceedings solely with respect to such Covered Issues at its own cost and expense (the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The parties agree that Seller shall continue to control the conduct handling, disposition or settlement of any such Audit relating to any accounting period for Tax purposes ending at or prior to all other issues), and (ii) the Effective Time and shall be entitled to settle and compromise any such Audit. To indemnification liability of the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with Seller under Section 13.5 hereof in respect to those Covered Issues shall not exceed the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments liability that would have resulted from Seller's proposed Settlement as set forth in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the AuditSettlement Proposal. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware Each of any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, Buyer and the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to will promptly notify the other Party of an Audit shall not relieve any Tax controversy or audit arising for any Pre-Closing Tax Period with respect to Taxes of member of the other Party Group. Seller may, at its expense, participate in and, to the extent that such Seller Tax Claim (i) relates to any Taxes for which Seller will reasonably be expected to bear responsibility to pay all or a portion of the Tax, or (ii) relates to a Tax taken into account in the calculation of the Purchase Price, and upon written notice to Buyer, assume the defense of any liability such Tax controversy (“Seller Tax Claim”). If Seller assumes such defense, then Seller will have the authority, with respect to any Seller Tax Claim, to represent the interests of the Group member before the relevant Taxing Authority and Seller will have the right to control the defense, compromise or other resolution of any such Seller Tax Claim, subject to the limitations contained herein. Buyer will have the right (but not the duty) to participate in the defense of such Seller Tax Claim and to employ counsel, solely at its own expense, separate from the counsel employed by Seller. Seller will not enter into any settlement of or otherwise compromise any such Seller Tax Claim that may have an impact on any Group member Taxes after the Closing Date without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. Seller will keep Buyer reasonably informed with respect to the Audit except commencement, status and nature of any such Seller Tax Claim and will, in good faith, allow Buyer to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The consult with Seller shall control regarding the conduct of or positions taken in any such Audit relating proceeding. If Sexxxx xecides not to any accounting period for Tax purposes ending at or prior to assume the Effective Time and shall be entitled to settle and compromise defense of any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity Seller Tax Claim, then Buyer will keep Seller informed with respect to the period after the Effective Timecommencement, the status and nature of any such Seller shall advise the Purchaser periodically of developments Tax Claim and will, in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not good faith, allow Seller to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control consult with Buyer regarding the conduct of or positions taken in any Audit relating to Tax matters such proceeding. Buyer will not enter into any settlement of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and or otherwise compromise any such Audit. To Seller Tax Claim that may increase the extent that any such Audit relates to a Straddle Tax Periodliability of Seller, without the Purchaser shall advise the Seller periodically prior written consent of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval , which consent will not to be unreasonably withheld withheld, conditioned or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware of any pending audit, investigation, assessment or other material proceedings (“Audit”i) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give promptly notify the Sellers' Representative upon receipt by Purchaser or Any Kind of written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority audits of or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct proposed assessments against Any Kind for taxable periods of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period Any Kind ending on or prior to the Effective Time. 9.2.4 Closing Date; provided, however, that the failure of Purchaser to give the Sellers' -------- ------- Representative prompt notice as required herein shall not relieve the Shareholders of any of their obligations to pay such Taxes except and to the extent that the Shareholders are actually and materially prejudiced thereby. The Seller Sellers' Representative shall have the right to represent Any Kind's interests in any such Tax audit or administrative or court proceeding and to employ counsel of its choice; provided, that (i) the Sellers' Representative shall keep the -------- Purchaser apprised of the status of any Tax audits or administrative or court proceedings and the Purchaser shall provide each other have the right to consult with the Sellers' Representative and its counsel, at the Purchaser's cost and expense, in connection therewith and (ii) in the event that a settlement or compromise thereof would obligate either Company or the Purchaser to make any monetary payment or would otherwise adversely effect either Company, the Purchaser or any of their Affiliates, the Sellers' Representative and/or the Sellers may not agree to such information and render such assistance as may reasonably a settlement or compromise without the prior consent of the Purchaser which consent will not be requested in order to ensure unreasonably withheld or delayed. (ii) The Sellers' Representative shall promptly notify Purchaser upon receipt by any of the proper and adequate defence Sellers of written notice of any Audit as mentioned in Paragraph 9.2. 9.2.5 Tax audit or proposed assessment or other proposed change or adjustment which may affect either Company or its Tax attributes. The Seller and Sellers' Representative shall keep Purchaser duly informed of the progress thereof and, if the results of such Tax audit or proceeding may have an adverse effect on either Company, Purchaser or any of their Affiliates for any taxable period including or ending after the Closing Date, then the Sellers' Representative and/or the Sellers may not agree to retain all records that may a settlement or compromise thereof without Purchaser's consent, which consent will not be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraphunreasonably withheld or delayed.

Tax Audits. 9.2.1 Upon becoming aware receipt of notification from a governmental entity of any pending audit, investigation, assessment proceeding or other material proceedings adjustment (“"Proposed Audit”") with respect to Tax matters taxes for which Lightec or either or both of the Group Entities that may effect a Tax Liability for which the other Party may Rxxxxxxx would be liable under this AgreementAgreement including, without limitation, Sections 1.3 and 9.2. above, Biometrics or Lightec shall promptly, but in all events within twenty (20) days after such notification, notify the Seller shallRxxxxxxx in writing. The Rxxxxxxx shall have the right but not the obligation to participate in any such Proposed Audit at their expense. If any such Proposed Audit results in a proposed adjustment pertaining to taxes which might result in an additional amount of taxes due for which the Rxxxxxxx may be liable (an "Adjustment"), Lightec or as Biometrics shall notify the case may be, the Purchaser shall Rxxxxxxx in writing within ten twenty (1020) Business Days give written days of receipt of notice of such Audit to the other partyAdjustment. The notice Rxxxxxxx' shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits notify Biometrics within twenty (20) days of receiving Notice from Lightec or Biometrics of any Proposed Audit of the claimRxxxxxxx' intention to undertake the defense and handling of such Proposed Audit at their expense. If the Rxxxxxxx do not timely notify Biometrics of their intention to contest such Proposed Audit, their right is thereafter forfeited. Biometrics shall then not be required to act contest such Proposed Audit or defend against any proceeding to preserve evidence and collect any deficiency in Taxes. If the Rxxxxxxx do not timely elect to make contest any Proposed Audit, such provision as Adjustment resulting therefrom shall be considered a final determination unless otherwise contested by Biometrics at its own expense. If timely notice is received by Biometrics of the Rxxxxxxx' intention to contest such other party may consider necessary. Any failure to notify Proposed Audit, Biometrics will not concede the other Party of an Audit shall not relieve the other Party correctness of any liability part of such Proposed Audit and will not enter into any closing or compromise agreement with respect to any of the Audit except to issues which form the extent basis for such Proposed Audit, absent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller written consent of the Rxxxxxxx, which consent shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to . The Rxxxxxxx, with the Audit. 9.2.3 The Purchaser shall control the conduct cooperation of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and Biometrics to the extent it regards Taxes attributable necessary to contest effectively such Proposed Audits shall contest such Proposed Audits at their expense through the period ending on or prior to the Effective Time. 9.2.4 appropriate administrative channels and in a court of initial jurisdiction, and, if necessary, in a court of appellate jurisdiction. The Seller and the Purchaser Rxxxxxxx shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence advise Biometrics of all meetings with representatives of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller audit authority, grant Biometrics or its representatives the right to attend thereat, and the Purchaser agree shall deliver to retain Biometrics copies of all records that may correspondence pertaining to any Proposed Audit. Nothing contained herein shall require Biometrics to contest or refrain from settling a claim which it otherwise would be required for to contest or not settle pursuant hereto if Biometrics shall waive the conduct payment by the Rxxxxxxx of any amount that might be payable by them hereunder by way of indemnity with respect to such claim. In connection with a Proposed Audit, the Rxxxxxxx may in good faith pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authorities in respect of such audit and may either pay the tax claimed and sxx for a refund (where applicable law permits such refund suits) or contest the audit in any permissible manner. If any Proposed Audit until results in a final determination that additional taxes (including any related interest or penalties) are due for which the expiration Rxxxxxxx are liable under Section 9.2, the Rxxxxxxx shall pay such amount within thirty (30) days of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to receiving written Notice from Biometrics or the Group Entities as may be reasonably required to exercise their rights under this Paragraphgovernmental entity of such final determination.

Tax Audits. 9.2.1 Upon becoming aware (a) After the Closing, Buyer shall notify Sellers in writing of any pending audit, investigation, assessment demand or claim received by Buyer or any Company from any Tax authority or any other material proceedings party (a “AuditTax Notice”) with respect to Tax matters of the Group Entities that may effect a Tax Liability Taxes for which the other Tax Indemnifying Party may be is liable pursuant to Section 11.1 within 10 days after Buyer’s receipt of such demand or claim; provided, however, failure to give such Tax Notice will not affect the rights of Buyer or the Companies to indemnification under this Agreement, the Seller shallSection 11.1 unless, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit except to the other partyextent that such failure precludes the Tax Indemnifying Parties from contesting such demand or claim. The notice Such Tax Notice shall set out such contain factual information as is available describing the asserted Tax liability in reasonable detail and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. (b) Subject to the following sentence, Sellers may elect to control the conduct, through counsel chosen by Sellers and reasonably acceptable to Buyer and at Sellers’ expense, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 11.1, including any contest in respect of an Interim Period (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). If Sellers elect to control a Contest, Sellers shall, within 30 days after receipt of the Audit except Tax Notice, notify Buyer in writing of its intent to do so; provided, however, Buyer and the Companies are authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect their interests during such 30 day period. If Sellers properly elect to control a Contest, then Sellers shall have all rights to settle, compromise and/or concede such asserted liability and Buyer shall cooperate and shall cause the Companies (and any of their successors) to cooperate in each phase of such Contest. If Sellers do not elect to control a Contest, Buyer or the Companies may, without affecting its or any other indemnified party’s rights to indemnification under this Article 11, assume and control the defense of such Contest with participation by the Sellers. (c) In the event that a Contest involves an Interim Period (a “Straddle Contest”), the parties shall endeavor to cause the Contest proceeding to be separated into two or more separate proceedings, one of which shall involve exclusively the applicable Interim Period. In the event that such separation cannot, after diligent efforts, be achieved, Buyer and Sellers shall jointly control the Straddle Contest; provided, however, that, subject to this Section 11.5, Buyer shall have all rights to make decisions, settle, compromise 28 and/or concede such asserted liability as it relates to the extent portion of the Party was actually prejudiced taxable period that begins after the Closing Date, and Sellers shall have all rights to settle, compromise and/or concede such asserted liability as a result thereofit relates to the Interim Period. 9.2.2 The Seller (d) With respect to a Contest that is described in paragraphs (b) and (c) of this Section, and which relates to a method of accounting, a recurring item of income, gain, loss, deduction or credit, Taxes other than income Taxes, franchise Taxes, and Transfer and Recording Taxes, Sellers’ ability to settle, compromise and/or concede any asserted liability shall be subject to Buyer’s consent, if Sellers’ proposed settlement, compromise or concession would adversely affect such Tax liability of a Company in a Post-Closing period; provided, however, if Buyer does not provide Sellers with such consent and Sellers pay to Buyer the amount Sellers were willing to pay the Taxing authority to settle the asserted Tax liability, Sellers shall be released by Buyer from all indemnification obligations thereto pursuant to Section 11.1 with respect to such Contest and Buyer shall assume control over the conduct of such Contest and shall have all rights if such Contest does not involve any issues for which Sellers remains liable under this Article 11 to make decisions, settle, compromise, and/or concede such Audit relating to any accounting period for Tax purposes ending at or prior asserted liability. (e) Notwithstanding anything contained in this Section 11.5 to the Effective Time and contrary, neither the Buyer nor the Companies shall be entitled required to settle and compromise permit Sellers to contest any such Audit. To claim; provided, however, that the extent Tax Indemnifying Parties shall have no obligation to pay, indemnify or reimburse Buyer or the Companies for any amounts that any such Audit could Buyer or the Companies pay without the prior approval of Sellers, which approval may not be unreasonably withheld or delayed if the related indemnification obligation does not have a material adverse effect economic impact on the Purchaser Sellers or the Group Entity Indemnifying Parties with respect to a claim Sellers timely elect to contest but is not permitted to contest under this Section 11.5(e). (f) Notwithstanding anything contained in this Section 11.5 to the period after contrary, Sellers shall not, without the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval consent of Buyer, which consent may not to be unreasonably withheld or delayed, compromise or concede any asserted liability unless Sellers have: (i) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority paid or competent court in relation to otherwise satisfied the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending asserted liability on or prior to the Effective Timedate of such settlement, compromise or concession, or (ii) obtained, as an unconditional term of such settlement, compromise or concession, an unconditional release, issued by the applicable taxing authority in favor of the Companies, for all responsibility in respect of the asserted liability. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware Buyer shall promptly notify Parent in writing upon receipt by Buyer or any Affiliate of Buyer (including the Transferred Subsidiaries) of notice of any pending auditor threatened Income or Franchise Tax audits, investigation, assessment examination or other material proceedings assessments (“Tax Audit”) that may affect the Income or Franchise Tax liabilities of the Subsidiaries for any Pre-Closing Period. Parent shall have the right, at its own expense, to control any Tax Audit, to initiate any claim for refund, to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Tax liabilities of the Subsidiaries for any Pre Closing Period. Parent shall not settle any Tax Audit to the extent that it relates to the Transferred Subsidiaries in a manner which would materially adversely affect them after the Closing Date without the prior written consent of Buyer, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld by Buyer pursuant to this Section 5.1(b), Buyer may continue any current proceeding or initiate any further proceedings at its own expense, provided that any liability of Parent with respect to such Tax matters Audit, shall not exceed the liability that would have resulted had Buyer not withheld its consent. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shalldeficiency, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit other adjustment or proposed adjustment relating to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability Income or Franchise Taxes with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating Transferred Subsidiaries; provided that, with respect to any accounting period state, local or foreign Taxes for Tax purposes ending at or prior to any Straddle Period, the Effective Time and Buyer shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity consult with Parent with respect to the period after resolution of any issue that would affect Parent, and not settle any such issue, or file any amended Tax Return relating to such issue, without the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval consent of Parent, which consent shall not unreasonably be withheld. Where consent to be unreasonably a settlement is withheld by Parent pursuant to this Section 5.1(b), Parent may continue any current proceeding or delayed) on critical Audit decisions and on material written communication to be forwarded to initiate any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent further proceedings at its own expense, provided that any liability of Buyer with respect to such Audit relates to a Straddle Tax PeriodAudit, shall not exceed the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval liability that would have resulted had Parent not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timeits consent. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) In the case of a Tax Proceeding relating to a Straddle Period (a "Straddle Period Tax Proceeding"), except in the case of a Reorganization Tax Proceeding, (i) Comcast shall control such Straddle Period Tax Proceeding if the claims for which Comcast is responsible exceed the claims for which AT&T is responsible and AT&T shall control such Straddle Period Tax Proceeding if the claims for which AT&T is responsible exceed the claims for which Comcast is responsible (Comcast or AT&T respectively, the "Controlling Party," and AT&T or Comcast, respectively, the "Noncontrolling Party"), (ii) the Controlling Party shall provide the Noncontrolling Party with a timely and reasonably detailed account of each stage of such Straddle Period Tax Proceeding and a copy of all documents (or portions thereof) relating to such Straddle Period Tax Proceeding which are relevant to any Tax for which the Noncontrolling Party may be required to indemnify the Controlling Party or any Affiliate of the Controlling Party or may otherwise be liable, (iii) the Controlling Party shall consult with the Noncontrolling Party before taking any significant action in connection with such Straddle Period Tax Proceeding that might adversely affect the Noncontrolling Party and shall consult with the Noncontrolling Party with respect to any written submissions in connection with such Straddle Period Tax Proceeding which are relevant to any Tax for which the Noncontrolling Party may be required to indemnify the Controlling Party or any Affiliate of the Controlling Party or may otherwise be liable, (iv) the Controlling Party shall defend such Straddle Period Tax Proceeding in good faith and diligently as if the taxpayer whose Tax Return is at issue were the only party in interest in connection with such Straddle Period Tax Proceeding, and, before any court, vigorously and with a view to the merits, (v) the Noncontrolling Party shall have the right to participate in any conference with any Tax authority regarding any Tax for which the Noncontrolling Party may be required to indemnify the Controlling Party or any Affiliate of the Controlling Party or may otherwise be liable, (vi) the Noncontrolling Party shall facilitate the Controlling Party's exercise of control over such Straddle Period Tax Proceeding, including by delivery of any pending auditreasonably requested powers of attorney with respect to such a Straddle Period Tax Proceeding, investigationand shall not impede the Controlling Party's exercise of control over such Straddle Period Tax Proceeding, assessment and (vii) the Controlling Party shall not settle, compromise or abandon any such Straddle Period Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of the Noncontrolling Party. In the event that the Noncontrolling Party reasonably withholds consent pursuant to clause (vii) above, the Noncontrolling Party shall be entitled to assume the defense of the Straddle Period Tax Proceeding; provided that the Controlling Party's liability in connection with the Straddle Period Tax Proceeding shall be limited to the amount such liability would have been under the proposed settlement. (b) In the case of a Tax Proceeding or portion thereof relating to the treatment of the Reorganization (such Tax Proceeding or portion thereof, a "Reorganization Tax Proceeding") as tax-free to Comcast and/or AT&T under Code Section 355(a) (as to Comcast) and Section 355(c) (as to AT&T), (i) the taxpayer shall provide the other material proceedings party with a timely and reasonably detailed account of each stage of such Reorganization Tax Proceeding and a copy of all documents (“Audit”or portions thereof) relating to such Reorganization Tax Proceeding, (ii) the taxpayer shall consult with the other party before taking any significant action in connection with such Reorganization Tax Proceeding that might adversely affect the other party and shall consult with the other party with respect to any written submissions in connection with such Reorganization Tax Proceeding, (iii) the other party shall have the right to participate as an observer in the portion of any conference with any Tax authority regarding the Reorganization Tax Proceeding, and (iv) the taxpayer shall have the power to settle, compromise or abandon any such Reorganization Tax Proceeding; provided, however that if the other party refuses to consent to such settlement, compromise or abandonment, then a neutral arbitrator mutually selected by AT&T and Comcast shall determine the extent, if any, to which such settlement, compromise or abandonment resulted in a Tax liability related to the Reorganization in excess of the amount of any Tax liability related to the Reorganization for which a court would have held the taxpayer liable on the merits, and the other party's obligation to indemnify the taxpayer shall be reduced to the extent of such excess. Notwithstanding the foregoing, the other party shall be entitled to assume the defense of any claim (or any theory of liability underlying such claim) with respect to such Reorganization Tax matters Proceeding, provided that the other party admits in writing its liability to the taxpayer for any amounts arising in connection with such claim or theory and releases the taxpayer from an indemnity obligation arising in connection with such claim or theory. In the event that the other party assumes the defense of such Reorganization Tax Proceeding, the taxpayer shall be entitled to the rights of the Group Entities that may effect other party as described in clauses (i), (ii) and (iii) of this Section 7.30.4 as if the other party were the taxpayer in such clauses. (c) In the case of a Tax Liability for Proceeding other than a Straddle Period Tax Proceeding or Reorganization Tax Proceeding (a "Separate Tax Proceeding"), the taxpayer shall not settle, compromise or abandon any such Separate Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of the other Party may be liable under this Agreementparty if such settlement, compromise or abandonment would adversely affect the liability for Taxes (including, without limitation, the Seller shallreduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or as the case may bereduction of loss of credits) of the other party, any of its Affiliates, or if Comcast is the other party, the Purchaser shall within ten Transferred Entities, for (10i) Business Days give written notice the Pre-Closing Tax Period, if AT&T or any of such Audit to its Affiliates is the other party, or (ii) the Post-Closing Tax Period, if Comcast or any of its Affiliates is the other party. The notice If the taxpayer settles, compromises or abandons such Separate Tax Proceeding without obtaining such consent, it shall set out such information as is available be liable for and as is reasonably necessary to enable hold the other party party, its Affiliates and, if Comcast is the other party, the Transferred Entities harmless from and against any such adverse effect. The taxpayer may settle, compromise or abandon any such Separate Tax Proceeding without obtaining such prior written consent if it agrees in writing prior to assess the merits of the claimsuch settlement, compromise or abandonment to act to preserve evidence be liable for and to make such provision as such other party may consider necessary. Any failure to notify hold the other Party of an Audit shall not relieve party, its Affiliates and, if Comcast is the other Party of any liability with respect to party, the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of Transferred Entities, harmless from and against any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Auditeffect. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) The Buyer and the Sellers hereby agree that in the event a claim with respect to Taxes is made pursuant to this Agreement, each party shall furnish to any of them all books, records, tax returns and other information reasonably requested by such other party that relate to such claims, and each party agrees to file on behalf of the other party, if reasonably requested, any pending auditappropriate returns, forms or other statements that relate to such claims. For the purpose of this Section 9.16(a), a claim with respect to Taxes shall include a request for determination relating to a refund or credit. (b) Except as provided below, if in connection with any examination, investigation, assessment audit or other material proceedings (“Audit”) with proceeding in respect to of any Tax matters Return covering the operations of the Group Entities that may effect Company through the Closing Date, any governmental body or authority issues to the Company a written notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand concerning the tax period covered by such Tax Liability for which the other Party may be liable under this AgreementReturn, the Seller Company shall notify Sellers of its receipt of such communication from the governmental body or authority within fifteen (15) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand. No failure or delay of the Company in the performance of the foregoing shall reduce or otherwise affect the obligations of the Sellers pursuant to this Section 9.16, except to the extent that such failure or delay shall have adversely affected Sellers' ability to defend against, settle or satisfy any liability or claim for Taxes that Sellers are obligated to pay hereunder. Except as provided below, Sellers shall, at their expense, have the nonexclusive right to participate in the contest of any such assessment, proposal, claim, reassessment, demand or other proceedings in connection with any Tax Return covering operations of the Company for periods ending on, before or including the Closing Date. The Company will not be obligated to settle or resolve any issue related to Taxes for such a period, which, if so settled or resolved, could have an effect on the Company or Buyer for periods after Closing Date, unless Sellers agree in writing with Buyer, or the Company, as the case may be, in terms reasonably satisfactory to the Purchaser Buyer or the Company, as the case may be, to indemnify the Buyer and the Company from any cost, damage or loss relating to such settlement or resolution. Similarly, neither the Company nor the Buyer will settle or resolve any dispute relating to Taxes for such a period, which if so settled or resolved, could have an effect on the Sellers for periods before the Closing Date, unless the Company or the Buyer agree in writing with the Sellers in terms reasonably satisfactory to Sellers to indemnify Sellers for any cost, damage or loss relating to such settlement or resolution. (c) If there is an adjustment to any return or report of Taxes for the Company which creates a deficiency in any Taxes for which Sellers are liable under this Agreement or by operation of law or if Sellers shall receive a refund with respect to Taxes that is for the benefit of Buyer or the Company under the provisions of this Agreement, Sellers shall pay to the Buyer or the Company, as the case may be, either (i) the amount of such deficiency in Taxes, or (ii) the refund received by Sellers (plus any interest thereon actually received from any governmental agency). No liability of Sellers under this Section 9.16(c) shall be payable until the occurrence of any action by any Tax authority that is final or, if not final, is acquiesced in by Sellers during the course of any audit or any proceeding relating to Taxes. The Company and Buyer shall similarly be obligated for any Taxes or refunds owed to Sellers. All payments required to be made pursuant to this Section 9.16(c) shall be made within ten (10) Business Days give written notice days of such Audit to receipt in the other party. The notice shall set out such information as is available case of a refund, and as is reasonably necessary to enable the other party to assess the merits within thirty (30) days of the claimoccurrence of the event described in the immediately preceding sentence, to act to preserve evidence and to make such provision as such in all other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereofcases. 9.2.2 (d) The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective TimeBuyer, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax PeriodCompany, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser Sellers shall provide each other such information and render with such assistance as may reasonably be reasonable requested by each of them in order connection with any audit or other examination by any taxing authority, or any judicial or administrative proceeding relating to ensure liability for Taxes. The Buyer, the proper Company, and adequate defence the Sellers will retain for the full period of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller statute of limitations and provide the Purchaser agree to retain all others with any records that or information which may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating relevant to the Group Entities as may be reasonably required to exercise their rights under this Paragraphpreparation of a Tax Return or an audit, examination, proceeding, or determination. The party requesting assistance hereunder shall reimburse the assisting party for reasonable out-of-pocket expenses incurred in providing such assistance.

Tax Audits. 9.2.1 Upon becoming aware of any pending audit, investigation, assessment or other material proceedings (“Audit”i) with respect to Tax matters of After the Group Entities that may effect a Tax Liability for which the other Party may be liable under this AgreementClosing Date, the Seller shallApplicable OG Transferee, or shall promptly notify the Investor Parties (as the case may be, the Purchaser shall within ten (10) Business Days give in writing of any written notice of such Audit a proposed assessment or claim in an audit or administrative or judicial proceeding received by them with respect to Taxes solely of the Blocker (“Tax Proceeding”) in respect of any Pre-Closing Tax Period which, if determined adversely to the other partyBlocker, would be grounds for indemnification by the Investor Parties under Section 5.01 . The Such notice shall set out contain factual information (to the extent known to the TPG Parties, its Affiliates or the Blocker) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such information as is available and as is reasonably necessary to enable asserted Tax liability; provided, however, that the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit give such notice as provided herein shall not relieve the other Party Investor Parties of their obligations to indemnify for any loss arising out of such asserted Tax liability, except to the extent that the Investor Parties are actually and materially prejudiced thereby. (ii) The Investor Parties may elect to direct and control, through counsel of its own choosing, any Tax Proceeding relating solely to a Pre-Closing Tax Period involving any potential Tax liability with respect to which indemnity may be sought under this Agreement. If the Audit except Investor Parties elect to direct a Tax Proceeding, the extent Investor Parties shall within thirty (30) days of receipt of the Party was actually prejudiced as a result thereof. 9.2.2 The Seller notice of asserted Tax liability notify the TPG Parties of its intent to do so, and the TPG Parties shall control cooperate and shall cause the conduct Blocker to fully cooperate, at the Investor Parties expense, in each phase of such audit or Proceeding; provided that the Investor Parties shall keep the TPG Parties reasonably informed about any material developments of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time Proceeding and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval consent (such approval which consent shall not to be unreasonably withheld withheld, conditioned or delayed) on critical Audit decisions and on material written communication to be forwarded to of the TPG Parties before entering into any Tax Authority settlement or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct resolution of any Audit relating such Tax Proceeding. If the Investor Parties elect not to direct the Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any Proceeding or such Audit. To the extent that any such Audit Tax Proceeding relates to a Straddle Tax Period, the Purchaser TPG Parties or the Blocker shall advise control such Tax Proceeding (at the Seller periodically of TPG Parties’ expense); provided that the TPG Parties shall keep the Investor Parties reasonably informed about any material developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2such Tax Proceeding. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) After the Closing, Buyer shall notify Sellers in writing of any pending audit, investigation, assessment demand or claim received by Buyer or any Acquired Company from any Tax authority or any other material proceedings party (a “AuditTax Notice”) with respect to Tax matters of the Group Entities that may effect a Tax Liability Taxes for which the other Tax Indemnifying Party may be is liable pursuant to Section 11.1 within 10 days after Buyer’s receipt of such demand or claim; provided, however, failure to give such Tax Notice will not affect the rights of Buyer or the Acquired Companies to indemnification under this Agreement, the Seller shallSection 11.1 unless, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit except to the other partyextent that such failure precludes the Tax Indemnifying Parties from contesting such demand or claim. The notice Such Tax Notice shall set out such contain factual information as is available describing the asserted Tax liability in reasonable detail and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. (b) Subject to the following sentence, Sellers may elect to control the conduct, through counsel chosen by Sellers and reasonably acceptable to Buyer and at Sellers’ expense, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 11.1(a), including any contest in respect of an Interim Period (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”). If Sellers elect to control a Contest, Sellers shall, within 30 days after receipt of the Audit except Tax Notice, notify Buyer in writing of its intent to do so; provided, however, Buyer and the Acquired Companies are authorized to file any motion, answer or other pleading that may be reasonably necessary or appropriate to protect their interests during such 30 day period. If Sellers properly elect to control a Contest, then Sellers shall have all rights to settle, compromise and/or concede such asserted liability and Buyer shall cooperate and shall cause the Acquired Companies (and any of their successors) to cooperate in each phase of such Contest. If Sellers do not elect to control a Contest, Buyer or the Acquired Companies may, without affecting its or any other indemnified party’s rights to indemnification under this Article 11 assume and control the defense of such Contest with participation by the Sellers. (c) In the event that a Contest involves an Interim Period (a “Straddle Contest”), the parties shall endeavor to cause the Contest proceeding to be separated into two or more separate proceedings, one of which shall involve exclusively the applicable Interim Period. In the event that such separation cannot, after diligent efforts, be achieved, Buyer and Sellers shall jointly control the Straddle Contest; provided, however, that, subject to this Section 11.4(c), Buyer shall have all rights to make decisions, settle, compromise and/or concede such asserted liability as it relates to the extent portion of the Party was actually prejudiced taxable period that begins after the Closing Date, and Sellers shall have all rights to settle, compromise and/or concede such asserted liability as a result thereofit relates to the Interim Period. 9.2.2 The Seller (d) With respect to a Contest that is described in paragraphs (b) and (c) of this Section, and which relates to a method of accounting, a recurring item of income, gain, loss, deduction or credit, Taxes other than income Taxes, franchise Taxes, and Transfer and Recording Taxes, Sellers’ ability to settle, compromise and/or concede any asserted liability shall be subject to Buyer’s consent, if Sellers’ proposed settlement, compromise or concession would adversely affect such Tax liability of an Acquired Company in a Post-Closing period; provided, however, if Buyer does not provide Sellers with such consent and Sellers pay to Buyer the amount Sellers were willing to pay the Taxing authority to settle the asserted Tax liability, Sellers shall be released by Buyer from all indemnification obligations thereto pursuant to Section 10.4 with respect to such Contest and Buyer shall assume control over the conduct of such Contest and shall have all rights if such Contest does not involve any issues for which Sellers remains liable under this Article 11 to make decisions, settle, compromise, and/or concede such Audit relating to any accounting period for Tax purposes ending at or prior asserted liability. (e) Notwithstanding anything contained in this Section 11.4 to the Effective Time and contrary, neither the Buyer nor the Acquired Companies shall be entitled required to settle and compromise permit Sellers to contest any such Audit. To claim; provided, however, that the extent Tax Indemnifying Parties shall have no obligation to pay, indemnify or reimburse Buyer or the Acquired Companies for any amounts that any such Audit could Buyer or the Acquired Companies pay without the prior approval of Sellers, which approval may not be unreasonably withheld or delayed if the related indemnification obligation does not have a material adverse effect economic impact on the Purchaser Sellers or the Group Entity Indemnifying Parties with respect to a claim Sellers timely elect to contest but is not permitted to contest under this Section 11.4(e). (f) Notwithstanding anything contained in this Section 11.4(f) to the period after contrary, Sellers shall not, without the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval consent of Buyer, which consent may not to be unreasonably withheld or delayed, compromise or concede any asserted liability unless Sellers have: (i) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority paid or competent court in relation to otherwise satisfied the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending asserted liability on or prior to the Effective Timedate of such settlement, compromise or concession, or (ii) obtained, as an unconditional term of such settlement, compromise or concession, an unconditional release, issued by the applicable taxing authority in favor of the Acquired Companies, for all responsibility in respect of the asserted liability. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) From and after the Closing Date, each of the Buyer and the Seller, as applicable (the “Tax Indemnified Person”), shall notify the chief tax officer (and the notice party as set forth in Section 9.2 of this Agreement) of the other party (the “Tax Indemnifying Person”), in writing within fifteen (15) days of receipt by the Tax Indemnified Person of written notice of any pending auditor threatened audits, investigationadjustments, assessment claims, examinations, assessments or other material proceedings with respect to the Company, the Transferred Business or the Transferred Assets (a “Tax Audit”) which may affect the liability for Taxes of such other party. If the Tax Indemnified Person fails to give such timely notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with respect such Tax Audit to the extent such failure to give notice materially adversely affects the other party’s right to participate or meaningfully defend in the Tax matters Audit. (b) If a Tax Audit relates to Taxes for which only the Seller would be liable to indemnify the Buyer under this Agreement, the Seller shall have the option, at its expense, to control the defense and settlement of such Tax Audit. If the Seller does not elect to control the defense and settlement of such Tax Audit by giving written notice of to the Buyer within fifteen (15) days of the Group Entities receipt of the first notice of such audit (and failure to give such timely notice shall constitute a waiver of the Seller’s right to elect not to control and defend the audit), the Buyer may, at the Buyer’s expense, control the defense and settlement of such Tax Audit, provided that may effect a the Seller shall pay any Tax Liability for which it is otherwise liable under Section 6.1. If such Tax Audit relates solely to Taxes for which only the other Party may Buyer would be liable under this Agreement, the Seller Buyer shall, or as at its expense, control the case may be, the Purchaser shall within ten (10) Business Days give written notice defense and settlement of such Tax Audit to the other party. The notice shall set out extent that such information as Tax Audit relates to Taxes for which the Buyer is available liable to indemnify the Seller under Section 6.1. (c) If a Tax Audit relates to Taxes for which both the Seller and as is reasonably necessary to enable the other party to assess the merits of the claimBuyer could be liable under this Agreement, to act the extent practicable, the items of income, gain, loss, deduction and credit or other item required to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify be reported on or otherwise reported on the other Party of an Audit shall not relieve the other Party of any liability applicable Tax Return (“Tax Items”) with respect to such Tax Audit will be distinguished and each party will have the Audit except option to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct defense and settlement of any those Taxes for which it is so liable. If such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Period and any Tax PeriodItem cannot be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the Purchaser Seller, at its expense, shall advise have the option to control the defense and settlement of the Tax Audit, provided that the Seller periodically defend the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of developments in the Audit investigation and obtain the Seller’s prior written approval (Buyer, such approval consent not to be unreasonably withheld or delayedwithheld. (d) on critical Any party whose liability for Taxes may be affected by a Tax Audit decisions shall be entitled to participate at its expense in such defense and on material written communication to employ counsel of its choice at its expense and shall have the right to consent to any settlement of such Tax Audit (not to be forwarded to any Tax Authority or competent court in relation to the Audit if and unreasonably withheld) to the extent it regards Taxes attributable that such settlement would have an adverse effect with respect to the a period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records for which that may be required party is liable for the conduct of any Audit until the expiration of applicable statutory limitation period andTaxes, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this ParagraphAgreement or otherwise.

Tax Audits. 9.2.1 Upon becoming aware of If any pending audit, investigation, assessment government auditing agent or other material proceedings Government ---------- Authority proposes an adjustment to any Return of BCBSKS that, if agreed to, would result in the payment by BCBSKS of an Indemnifiable Tax Cost, Purchaser shall, and shall cause BCBSKS to (“Audit”i) promptly so notify the Policyholder Committee in writing, (ii) not make any payment of such proposed adjustment for at least thirty (30) days and (iii) request, to the extent permitted by law, an extension of time to file a formal protest with respect to Tax matters of such proposed adjustment. If requested by the Group Entities that may effect a Tax Liability for which the other Party may be liable under this AgreementPolicyholder Committee and not materially adverse to Purchaser or BCBSKS, the Seller Purchaser shall, or as and shall cause BCBSKS to, make all reasonable efforts to sever the case may be, the Purchaser shall within ten (10) Business Days give written notice resolution of such Audit issue from all other Tax issues pertaining to BCBSKS that are the subject of such audit or other party. The notice proceeding, and, in the event that the resolution of such issue is so-severed, shall set out such information as is available afford the Policyholder Committee and as is reasonably necessary its counsel the right to enable the other party to assess the merits assume control of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any administrative or judicial proceeding regarding the resolution of such Audit relating issue including, without limitation, by providing the Policyholder Committee and its counsel with powers of attorney or other appropriate documents that will enable the Policyholder Committee and its counsel to conduct such proceedings. Such control shall include, without limitation, the right to make all determinations regarding the resolution of such matter by settlement or otherwise; whether to contest the resolution of such matter by judicial proceedings or otherwise (including selecting the proper forum for such proceedings); whether to pay the Tax claimed and seek a refund or not pay the Tax claimed; and whether to appeal any accounting period for Tax purposes ending at or prior to the Effective Time adverse determination. Purchaser shall, and shall be entitled to settle cause BCBSKS to, cooperate with the Policyholder Committee and compromise its counsel in the conduct of such proceedings, including, without limitation, by providing all information and documents reasonably requested by the Policyholder Committee and its counsel with respect thereto. If the resolution of any such Audit. To issue has not been severed, Purchaser shall, and shall cause BCBSKS to, afford the extent that any such Audit could have Policyholder Committee and its counsel a material adverse effect on the Purchaser or the Group Entity with respect reasonable opportunity to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments participate in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating administrative or judicial proceedings regarding such issue, including, without limitation, the right to Tax matters review all pertinent information and documents; to consult with Purchaser, BCBSKS and its counsel; to participate in conferences with taxing authorities; and to submit pertinent material in support of the Group Entities not covered by Paragraph 9.2.2 Policyholder Committee's position. Purchaser shall not, and shall not permit BCBSKS to, accept any proposed adjustment or agreement in compromise which could result in a claim against the Escrow Fund for an Indemnifiable Tax Cost without the express written consent of the Policyholder Committee and, if directed by the Policyholder Committee, shall, and shall cause BCBSKS to, diligently contest (including pursuing all judicial appeals) the validity, applicability and the amount of and such proposed adjustment; provided that, BCBSKS shall not be entitled required to settle reject any -------- proposed adjustment or agreement in compromise or to appeal any adverse judicial determination if BCBSKS shall have provided to the Policyholder Committee an opinion of Independent Tax Counsel, which opinion shall in form and compromise substance be reasonably acceptable to the Policyholder Committee, concluding that there is no reasonable possibility of success on the merits if such matter were pursued. The Policyholder Committee shall have the right to reasonably approve (i) counsel selected by BCBSKS in connection with any dispute or proceeding regarding such proposed adjustment, (ii) the choice of forum for any such Audit. To dispute and (iii) whether to pay the extent that any such Audit relates to Tax claimed and seek a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval refund thereof or not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any pay the Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timeclaimed. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware of Within thirty (30) days after Buyer or any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities Subsidiaries has received written notice (but in any event not less than thirty (30) days before any response to any Governmental Entity is due) that may effect a Tax Liability any Governmental Entity is auditing or investigating, or intends to audit or investigate, any taxable period for which the other Party Seller may be liable liable, in whole or in part, to Buyer or any of the Subsidiaries under this Agreement, the Buyer shall give to Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit audit or investigation, and shall tender to Seller the other partydefense of such audit or investigation in whole with respect to Taxes for which Seller may be liable in whole under this Article VI or in part with respect to those Taxes for which Seller may be liable in part under this Article VI. The notice If Seller accepts the tendered defense of such audit or investigation, in the case of any taxable period for which Seller may be liable in whole or in part, (a) Buyer shall set out such information as is available execute and as is reasonably deliver to Seller all documents necessary or appropriate (including powers of attorney) (i) to enable Seller to act, at its sole cost and expense, on behalf of Buyer in defending against such audit or investigation, in the other party case of periods for which Seller may be liable in whole and in the case of any audit or investigation of Federal Income Taxes resulting from the 338 Election, or (ii) to assess enable Seller to defend against those issues raised in such audit or investigation for which Seller may be liable, in the merits case of any taxable period or Taxes for which Seller may be liable in part and in the case of state or local Taxes resulting from the 338 Allocation, and (b) Seller shall determine, in its reasonable discretion, the manner in which such audit or investigation (in the case of periods for which Seller may be liable in whole) will be defended or settled and in the case of any audit or investigation of Federal Income Taxes resulting from the 338 Election or such issues (in the case of periods for which Seller may be liable in part) and in the case of state or local Taxes resulting from the 338 Allocation will be defended or settled and Seller shall defend or settle such audit or investigation in good faith with respect to future taxes of the claimBuyer, provided, however, that Buyer may reject any settlement (or portion thereof) proposed by Seller, in which case Seller will have no obligation to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability indemnify Buyer with respect to the Audit except taxable period or Taxes under audit or investigation for any amount in excess of the settlement proposed by Seller, reduced by the actual settlement amount, if any, of the items the proposed settlement of which was not rejected by Buyer. Notwithstanding anything in this Agreement to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The contrary, Seller shall control not be liable to Buyer or any of the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity Subsidiaries with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld any Taxes for which Seller's defense or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters settlement of the Group Entities not covered audit or investigation has been materially and adversely affected by Paragraph 9.2.2 and shall be entitled Buyer's failure to settle and compromise any such Audit. To give the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior timely written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timenotice required by this Section 6.04. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) If one party is responsible for, or would reasonably be expected to be responsible for, the payment of any pending or indemnification in respect of Taxes pursuant to this Article 8 (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, investigationexamination, assessment suit, dispute or other material proceedings (“Audit”) claim with respect (in whole or in part) to such Taxes (a “Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this AgreementClaim”), the Seller shall, or as the case may be, the Purchaser Tax Indemnified Party shall promptly (and in any event within ten (10) Business Days give written notice Days) notify the Tax Indemnifying Party in writing of such Audit to Tax Claim; provided, that the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to so notify the other Party of an Audit shall not relieve the other Tax Indemnifying Party of any liability with respect to the Audit its obligations hereunder, except to the extent the Party was that such party is actually prejudiced as by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a result thereofcopy of the relevant portion of any correspondence received from the Taxing Authority. 9.2.2 The Seller shall control (b) In the conduct case of any such Audit relating Tax audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority (“Tax Proceeding”) of or with respect to any accounting of the Acquired Companies for any taxable period for ending on or before the Closing Date (other than a Tax purposes ending at or prior Proceeding described in Section 8.6(d)), Parent shall have the exclusive right to the Effective Time and control such Tax Proceeding; provided that (i) Parent shall inform Buyer before taking any significant action in connection with such Tax Proceeding, (ii) Buyer shall be entitled to settle participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority to the extent reasonably permitted to do so, and (iii) Parent shall not settle, compromise or abandon any such Audit. To Tax Proceeding without obtaining the extent that any such Audit could have prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). (c) In the case of a material adverse effect on the Purchaser Tax Proceeding (i) of or the Group Entity with respect to any of the period after the Effective TimeAcquired Companies for any Straddle Period (other than a Tax Proceeding described in Section 8.6(d)) or (ii) involving Taxes that are Parent Indemnified Taxes and Taxes that are not Parent Indemnified Taxes (and such Tax Proceeding for Taxes that are Parent Indemnified Taxes is not separable from such Tax Proceeding for Taxes that are not Parent Indemnified Taxes), the Seller Controlling Party shall advise have the Purchaser periodically right and obligation to conduct, at its own expense, such Tax Proceeding; provided, that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of developments each stage of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Audit investigation Controlling Party shall consult with the Non-Controlling Party and obtain offer the Purchaser’s prior Non-Controlling Party an opportunity to comment before submitting any written approval materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such approval not to be unreasonably withheld or delayedTax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and Non-Controlling Party shall be entitled to settle participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority, and (vi) the Controlling Party shall not settle, compromise or abandon any such Audit. To Tax Proceeding without obtaining the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval consent of the Non-Controlling Party, which consent shall not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.be

Tax Audits. 9.2.1 Upon becoming aware of any pending audit, investigation, assessment or other material proceedings (“Audit”a) with respect to Tax matters of In the Group Entities event that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld , Renown or delayed) on critical Audit decisions and on material written communication to be forwarded to USP receives notice from any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters audit of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority Return or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the of USP or Renown for any taxable period ending on or prior to the Effective Time. 9.2.4 The Seller and , the Purchaser shall promptly provide each other written notice to the Seller of the date on which such information and render such assistance as may reasonably be requested audit is to begin, but in order to ensure no event later than thirty (30) days following the proper and adequate defence receipt by the Purchaser, Renown or USP of any Audit as mentioned such notice. In the event that the Seller receives notice from any Tax Authority of any audit of any Tax Return or Taxes of Renown or USP, the Seller shall promptly provide written notice to the Purchaser of the date on which such audit is to begin, but in Paragraph 9.2no event later than thirty (30) days following the receipt by the Seller of any such notice. 9.2.5 The Seller (b) After the Closing Date, the Purchaser and the Purchaser agree Seller shall have the right to retain all records participate in any Tax audit or administrative or court proceeding relating to any tax period that may have the effect of increasing the Purchaser’s or Seller’s Tax liability for any tax period and neither the Purchaser nor Seller shall settle or compromise any such proceeding without the prior written consent of the other party, which consent shall not be required unreasonably withheld, conditioned or delayed. In connection with any such proceeding, the Seller shall bear its own costs and expenses and the Purchaser, Renown and USP shall bear their own costs and expenses. (c) If any Tax Authority notifies the Purchaser, Renown or USP that it is asserting any claim, making any assessment or otherwise disputing or affecting any Tax for which the conduct Seller is responsible hereunder, the Purchaser shall, promptly upon receipt by the Purchaser, Renown or USP of notice thereof, inform the Seller thereof. If any Audit until Tax Authority notifies Seller that it is asserting any claim, making any assessment or otherwise disputing or affecting any Tax for which the expiration Purchaser, Renown or USP is responsible hereunder, Seller shall, promptly following receipt of applicable statutory limitation period and, upon reasonable such notice, to provide each other access to all books and records relating to inform the Group Entities as may be reasonably required to exercise their rights under this ParagraphPurchaser thereof.

Tax Audits. 9.2.1 Upon becoming aware (a) If a party is responsible for, or would reasonably be expected to be responsible for, the payment of any pending auditor indemnification in respect of Taxes pursuant to this Article VII (the “Tax Indemnifying Party”), investigation, assessment or and the other material proceedings party to this Agreement (the “AuditTax Indemnified Party”) receives a notice of a Tax Proceeding with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreementsuch Taxes, the Seller shall, or as the case may be, the Purchaser Tax Indemnified Party shall promptly (and in any event within ten (10) Business Days give written notice Days) notify the Tax Indemnifying Party in writing of such Audit to the other partyTax Proceeding. The Such notice shall set out specify in reasonable detail the basis for such information as is available Tax Proceeding and as is reasonably necessary to enable the other party to assess the merits shall include a copy of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party relevant portion of any liability correspondence received from the taxing authority. (b) Subject to Section 7.6(d), in the case of any Tax Proceeding of or with respect to the Audit except Company for Taxes for any taxable period ending on or before the Closing Date, Parent shall have the exclusive right to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of control, at its own expense, such Tax Proceeding; provided that if any such Audit relating Tax Proceeding could reasonably be expected to result in an increase in the Tax liability of Purchaser or any accounting period of its Subsidiaries (including the Transferred Entities) for Tax purposes ending at or prior any Post-Closing Period, (i) Parent shall keep Purchaser informed in a timely manner of all actions proposed to the Effective Time and be taken, (ii) Purchaser shall be entitled to settle participate in such Tax Proceeding and compromise attend any such Audit. To meetings or conferences with the relevant Taxing Authority to the extent that they relate to the Transferred Entities and (iii) Parent shall not settle, compromise or abandon any such Audit could have Tax Proceeding without obtaining the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Subject to Section 7.6(d), in the case of a material adverse effect on the Purchaser Tax Proceeding (i) of or the Group Entity with respect to the period after the Effective TimeTransferred Entities for any Straddle Period or (ii) involving both Taxes that are Parent Indemnified Taxes and Taxes that are not Parent Indemnified Taxes (and such Tax Proceeding for Taxes that are Parent Indemnified Taxes is not separable from such Tax Proceeding for Taxes that are not Parent Indemnified Taxes), the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control have the conduct right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (A) Purchaser shall keep Parent reasonably informed of such Tax Proceeding, (B) Purchaser shall consult with Parent before taking any Audit relating significant action in connection with such Tax Proceeding, (C) Purchaser shall consult with Parent and offer Parent an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax matters of the Group Entities not covered by Paragraph 9.2.2 Proceeding, (D) Purchaser shall defend such Tax Proceeding diligently and in a commercially reasonable manner, (E) at its own expense, Parent shall be entitled to settle participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority and (F) Purchaser shall not settle, compromise or abandon any such Audit. To the extent Tax Proceeding that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments could reasonably result in an increase in the Audit investigation and obtain Tax liability to Parent without obtaining the Seller’s prior written approval (such approval consent of Parent, which consent shall not to be unreasonably withheld withheld, conditioned or delayed. (d) on critical Audit decisions and on material written communication to be forwarded to In the case of any Tax Authority Proceeding with respect to (i) any Tax Return of Parent or competent court any of its Affiliates (other than the Transferred Entities) or (ii) any Tax return of a consolidated, combined or unitary group that includes Parent or any of its Subsidiaries (including any Combined Tax Return), in relation each case, notwithstanding any other provision of this Agreement, including Section 7.6(c), such Tax Proceeding shall be subject to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller provisions of Section 7.6(b) and the provisions of Section 7.6(b)(ii) shall not apply. The intention of this Section 7.6(d) is, and this Agreement shall be interpreted in a manner that effects the intention, that Parent shall have the exclusive right to control, in all respects, and neither Purchaser nor any of its Affiliates shall provide each other such information be entitled to participate in (except as set forth in Section 7.6(b)(i) and render such assistance as may reasonably be requested (iii)), any Tax Proceeding described in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.prior sentence..

Tax Audits. 9.2.1 Upon becoming aware of any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, 9.1 The Purchaser shall notify the Seller shallin writing as soon as practicable, or as the case may be, the Purchaser shall within but no later than ten (10) Business Days of becoming aware of a Seller’s Tax Audit or any matter or circumstance that may give written notice of such Audit rise to the other partya Seller’s Tax Audit. The Seller shall notify the Purchaser in writing as soon as practicable, but no later than ten (10) Business Days, of becoming aware of a Purchaser’s Tax Audit or any matter or circumstance that may give rise to a Purchaser’s Tax Audit. The written notice shall set out such information as is available and as is reasonably necessary to enable the other party notified Party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party the notified Party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereofnecessary or desirable. 9.2.2 9.2 The Seller shall shall, at its sole cost and expense, control the conduct of any such Seller’s Tax Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Seller’s Tax Audit. To , provided that if a Seller’s Tax Audit also constitutes a Purchaser’s Tax Audit, the extent that Purchaser and the Seller shall (with each party bearing their own respective costs) have joint responsibility for conducting such audit (and shall cooperate with each other in good faith in the conduct of such audit) and no settlement or compromise shall be made without the prior written consent of both Parties; provided further that, notwithstanding anything herein to the contrary, in no event shall Seller settle or compromise any audit if such Audit could have a material adverse effect on settlement or compromise would result in any Tax Liability or indemnification obligation of or by the Purchaser or a Group Company without the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically prior written consent of developments in the Audit investigation and obtain the Purchaser’s prior written approval (, such approval consent not to be unreasonably withheld withheld. With respect to a Seller’s Tax Audit that is not a Purchaser’s Tax Audit, if the Seller so requests, the Purchaser shall or delayed) on critical Audit decisions shall procure that the relevant Group Company takes such action as the Seller may reasonably request to participate in, settle, appeal, defend or compromise any Seller’s Tax Audit, provided that the Seller first agrees to indemnify the Purchaser and on material written communication to be forwarded to any each Group Company against the related Tax Authority or competent court in relation to the Auditand costs and expenses incurred. 9.2.3 9.3 The Purchaser shall shall, at the costs and expense of the relevant Group Company, control the conduct of any Tax Audit relating to other than a Seller’s Tax matters of the Group Entities not covered by Paragraph 9.2.2 Audit and shall be entitled to settle and compromise any such Tax Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 9.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2Tax Audit. 9.2.5 9.5 The Seller and the Purchaser agree to retain all records that reasonably may be required for the conduct of any Tax Audit or other proceedings until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities Companies as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (i) In the event that any taxing authority shall notify any Party of any pending audit, investigation, assessment inquiry or audit involving the federal or state income Tax Returns of Available Money for a period including the Effective Date and ending upon the close of business on the Effective Date, the notified Party shall notify all other material proceedings (“Audit”) Parties. Sellers shall be responsible for and assume the defense and control of all aspects of any such inquiry, investigation or audit involving the Tax Returns of Available Money and Sellers for any period including the Effective Date and ending upon the close of business on the Effective Date, including all costs and expenses incurred by Sellers in connection therewith; provided, that Sellers shall consult with Buyer with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period inquiry, investigation or audit that might affect Buyer for Tax purposes the taxable periods ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective TimeDate; and provided further that Sellers shall not file any claims or amended returns, or enter into any final settlement or closing agreement that may increase Taxes of Buyer or Available Money without the Seller consent of Buyer, which consent shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions withheld. Available Money and on material written communication to be forwarded to any Tax Authority or competent court Buyer shall make available such records and documents in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities their possession as may be reasonably required requested by Sellers or legally requested by such taxing authority. Buyer and Available Money shall reasonably cooperate with and assist Sellers and such taxing authority in the completion of such inquiry, investigation or audit and shall advise Sellers of the commencement and progress of any such audit following receipt of notice thereof by Available Money. (ii) In the event that any taxing authority shall notify any Party of any investigation, inquiry or audit involving the Tax Returns of Available Money for a period commencing after the close of business on the Effective Date, the notified Party shall immediately notify all other Parties. Buyer shall be responsible for and assume the defense and control of all aspects of any such inquiry, investigation or audit, including all costs and expenses incurred by Buyer in connection therewith. Sellers shall make available to exercise their rights under this ParagraphBuyer such records and documents in its possession as may be reasonably requested by Buyer or legally requested by such taxing authority. Sellers shall reasonably cooperate with and assist Buyer and Available Money and such taxing authority in the completion of such inquiry, investigation or audit. Buyer and Available Money shall be responsible for all costs and expenses incurred by them in connection with any inquiry, investigation or audit involving the Tax Returns of Available Money for any period commencing after the close of business on the Effective Date. Buyer shall keep Sellers reasonably informed of the status of any such investigation, inquiry or audit, including any settlement, appeal, payment of sums due or other agreement arising out of such investigation, inquiry or audit that could have a Material Adverse Effect on Sellers.

Tax Audits. 9.2.1 Upon becoming aware (a) Seller shall have the sole right to represent the interests of the Snapple Companies in any Tax audit or administrative or court proceeding relating to taxable periods of the Snapple Companies which end on or before the Closing Date and to employ counsel of its choice at its expense. Acquiror agrees that it will cooperate fully with Seller and its counsel in the defense against or compromise of any pending audit, investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of claim in any said proceeding. Seller agrees that it will not settle any such proceeding in a manner that has a Material Adverse Effect on Acquiror for any taxable period that ends after the Group Entities Closing Date. Seller agrees that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or it will keep Acquiror fully informed as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available status and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct resolution of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Auditproceeding. 9.2.3 The Purchaser shall control (b) If any taxing authority asserts a claim, makes an assessment or otherwise disputes or affects the conduct of any Audit relating to Tax matters reporting position of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period Snapple Companies for taxable periods ending on or prior to the Effective TimeClosing Date, Acquiror shall, promptly upon receipt by Acquiror or any of the Snapple Companies of notice thereof, inform Seller thereof. 9.2.4 The (c) Seller and Acquiror jointly shall represent the Purchaser interests of the Snapple Companies in any Tax audit or administrative or court proceeding relating to any taxable period of the Snapple Companies which includes (but does not begin or end on) the Closing Date. All costs, fees and expenses paid to third parties in the course of such proceeding shall provide each other be borne by Seller and Acquiror in the same ratio as the ratio in which, pursuant to the terms of this Agreement, Seller and Acquiror would share the responsibility for payment of the Taxes asserted by the taxing authority in such information and render claim or assessment if such assistance as may reasonably be requested claim or assessment were sustained in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2its entirety. 9.2.5 The Seller and (d) Acquiror shall have the Purchaser agree sole right to retain all records that may be required for represent the conduct interests of the Snapple Companies in any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records Tax audit or administrative or court proceeding relating to taxable periods of the Group Entities as may be reasonably Snapple Companies which begins after the Closing Date and to employ counsel of its choice at its expense. Acquiror agrees that it will not settle any such proceeding in a manner which has a Material Adverse Effect on Seller for any taxable period that ends on, ends prior to or which includes the Closing Date. (e) Seller shall not take any position on any Tax Return, Tax refund claim or in any Tax audit or administrative or court proceeding that is inconsistent with the representation contained in Section 3.9(h) of this Agreement, unless otherwise required to exercise their rights under this Paragraphby applicable Tax laws, rules or regulations.

Tax Audits. 9.2.1 Upon becoming aware (a) If a Party is responsible for, or would reasonably be expected to be responsible for, the payment of any pending auditor indemnification in respect of Taxes pursuant to this Article 9 (the “Tax Indemnifying Party”), investigation, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which and the other Party may be liable under to this AgreementAgreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim with respect (in whole or in part) to such Taxes (a “Tax Claim”), the Seller shall, or as the case may be, the Purchaser Tax Indemnified Party shall promptly (and in any event within ten (10) Business Days give written notice Days) notify the Tax Indemnifying Party in writing of such Audit to the other partyTax Claim. The Such notice shall set out specify in reasonable detail the basis for such information as is available Tax Claim and as is reasonably necessary to enable the other party to assess the merits shall include a copy of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party relevant portion of any liability correspondence received from the Taxing Authority. (b) In the case of any Tax audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority (“Tax Proceeding”) of or with respect to any of the Audit except Acquired Companies for any taxable period ending on or before the Closing Date (other than a Tax Proceeding described in Section 9.6(a)), Seller shall have the exclusive right to control such Tax Proceeding; provided that Seller shall not settle, compromise or abandon any such Tax Proceeding without obtaining the extent prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or abandonment would result in a material increase in the Party was actually prejudiced as a result thereofTax liability of Buyer or any of its Subsidiaries (including the Acquired Companies) for any Post-Closing Tax Period. 9.2.2 The Seller shall control (c) In the conduct case of any such Audit relating a Tax Proceeding (i) of or with respect to any accounting period of the Acquired Companies for any Straddle Period or (ii) involving Taxes that are Seller Indemnified Taxes and Taxes that are not Seller Indemnified Taxes (and such Tax purposes ending Proceeding for Taxes that are Seller Indemnified Taxes is not separable from such Tax Proceeding for Taxes that are not Seller Indemnified Taxes), Buyer shall have the right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (A) Buyer shall provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, (B) Buyer shall consult with Seller before taking any significant action in connection with such Tax Proceeding, (C) Buyer shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or prior to furnished in connection with such Tax Proceeding, (D) Buyer shall defend such Tax Proceeding diligently and in good faith as if it were the Effective Time and only party in interest in connection with such Tax Proceeding, (E) Seller shall be entitled to settle participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority, and (F) Buyer shall not settle, compromise or abandon any such Audit. To Tax Proceeding without obtaining the extent that any such Audit could have a material adverse effect on the Purchaser prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or the Group Entity with respect delayed. (d) Notwithstanding anything to the period after the Effective Timecontrary in this Agreement, the Seller shall advise have the Purchaser periodically exclusive right to control in all respects, and neither Buyer nor any of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and its Affiliates shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Periodparticipate in, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority Proceeding with respect to (i) any Tax Return of Seller or competent court in relation to any of its Affiliates (other than the Audit if and to the extent it regards Taxes attributable to the period ending on Acquired Companies) or prior to the Effective Time(ii) any Tax Return of a consolidated, combined or unitary group that includes Seller or any of its Subsidiaries (including any Combined Tax Return). 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (i) BIB shall, at its election, control any audit, dispute or similar proceeding with respect to Taxes of SMI, the Company or La Loren for taxable periods ending on or before the Closing Date; provided, however, that (a) BIB shall not control any such proceeding unless it has first acknowledged in writing its obligation to indemnify Buyer for the full amount of the Taxes at issue in such proceeding; (b) any settlement or other disposition of any pending auditsuch proceeding shall require Buyer's consent (which shall not be unreasonably withheld) if such settlement or disposition could reasonably be expected to adversely effect the Tax position of SMI or the Company in a taxable period ending subsequent to the Closing Date, investigationprovided, assessment however, that (i) the settlement of an issue for which indemnification is provided under Section 5.14(a)(i)(C) shall not be considered to have such an adverse effect to the extent the limitations upon indemnification provided by Article 8 herein has no application to the Buyer Indemnified Parties' rights to indemnification with respect to the Losses arising as a result of such settlement and (ii) any settlement of an issue other than an issue addressed in (i) above shall not be considered to have an adverse effect to the extent Parent and BIB indemnify Buyer for any and all Losses incurred with respect to taxable periods subsequent to the Closing Date arising as a result of such settlement; (c) Buyer shall have the right to attend and participate in any such proceeding (including through counsel of its choice) and (d) Buyer and BIB shall jointly control any proceeding with respect to Taxes if there is a reserve for the Taxes at issue in the proceeding on the Final Closing Balance Sheet, unless such reserve is not in excess of $20,000 and does not exceed 20% of the likely exposure arising as a result of the proceeding. BIB and Buyer shall jointly control any proceeding with respect to a taxable period commencing prior to and ending subsequent to the Closing Date, provided that BIB shall not have any control rights with respect to such proceeding unless it first delivers the written acknowledgment referenced in (i)(a) above. (ii) Buyer shall have the sole right to settle and control all audits, contests, or similar proceedings relating to Taxes of SMI or the Company other material than proceedings described in (“Audit”c)(i) above; provided however that, with respect to any proceeding relating to a matter for which BIB and Parent are required to indemnify the Buyer Indemnified Parties pursuant to Section 5.14(a)(i)(C), (a) BIB shall have the right to attend and participate (but not control) any portion of such proceeding relating to such matter at its own expense, including with counsel of its own choice; (b) Buyer shall, in resolving any such audit or proceeding consider in good faith the interests of BIB and Parent in the resolution of such proceeding and (c) Buyer shall not settle any such matter without the consent of BIB, which shall not be unreasonably withheld provided that if BIB objects to a proposed settlement then, notwithstanding the limitations on indemnification of Section 8.3(a)(iv), BIB and Parent shall be liable for and indemnify Buyer for all Losses in excess of the amount of Losses that Buyer would have been liable for had the proposed settlement been effectuated and (d) Buyer shall promptly provide BIB with copies of all correspondence received from the applicable taxing authority with respect to such matter and shall obtain BIB's consent (which shall not be unreasonably withheld) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of all material submissions made to such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability taxing authority with respect to the Audit except to the extent the Party was actually prejudiced as a result thereofsuch matter. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware (a) Each of Seller and the Asset Subsidiaries, as applicable, shall have the right, at its own expense, to control any pending auditaudit or examination by any Taxing Authority (“Tax Audit”), investigationinitiate any claim for refund, assessment contest, resolve and defend against any assessment, notice of deficiency, or other material proceedings (“Audit”) adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Business. (i) Except as provided in Section 9.8(b)(ii), Buyer shall have the right, at its own expense, to control any other Tax matters Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shalldeficiency, or as other adjustment or proposed adjustment relating to Taxes with respect to the case Business; except that, with respect to any state, local, or foreign Taxes for any Straddle Period, Buyer shall consult with Seller with respect to the resolution of any issue that would affect any Seller or Asset Subsidiary, and not settle that issue, or file any amended Tax Return relating to a Straddle Period, without the consent of Seller or the affected Asset Subsidiary, which may benot be unreasonably withheld. In addition, (i) Seller and the Purchaser affected Asset Subsidiary shall within have the right, at their own expense, to participate in any such Tax Audit and (ii) Buyer shall promptly inform Seller and the affected Subsidiary, of any meeting or other proceeding relating to such Tax Audit, shall provide Seller and the affected Asset Subsidiary with copies of any proposed written submission to the relevant Taxing Authority relating to such Tax Audit at least ten (10) Business Days give written notice days prior to submission, and shall consider in good faith any suggestions made by Seller or the affected Asset Subsidiary, with respect to such submission. (ii) In the event of any Tax Audit for a Straddle Period in which Seller or an Asset Subsidiary has at issue a larger amount of Taxes for which it is responsible than Buyer, Seller and the affected Asset Subsidiary shall have the right, at their own expense, to control the conduct of such Audit to Tax Audit, provided that Seller and the other party. The notice affected Asset Subsidiary shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability consult with Buyer with respect to the Audit except resolution of any issue that would affect Buyer, and not settle that issue, or file any amended Tax Return relating to that issue, without the extent the Party was actually prejudiced as a result thereofconsent of Buyer, which may not be unreasonably withheld. 9.2.2 The (c) Where consent to a settlement is withheld by Seller shall control the conduct of pursuant to this Section, Seller may continue or initiate any such Audit relating to any accounting period for Tax purposes ending further proceedings at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent its own expense, provided that any such Audit could liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the resulted had Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Auditits consent. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware Buyer shall promptly notify Seller in writing upon receipt by Buyer, any Affiliate of Buyer, or the Acquired Companies, and Seller shall promptly notify Buyer in writing upon receipt by Seller or any Affiliate of Seller, of notice of any pending auditor threatened federal, investigationstate, assessment local or other material proceedings (“Audit”) with respect to foreign Tax matters audits, examinations or assessments of the Group Entities that may effect a Acquired Companies (other than consolidated or combined Income Tax Liability for which the other Party may be liable under this Agreementaudits, the Seller shall, examinations or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits assessments of the claimSeller's Tax group for federal or state Tax purposes), so long as any Tax period (or portion thereof) ending on or before the Closing Date or a Straddle Period remains open. Seller shall have the sole right to act represent the Acquired Companies, and their predecessors, in any Tax audit or administrative or court proceeding relating to preserve evidence Income Taxes attributable to any Tax period occurring or ending on or before the Closing Date (including a Straddle Period) of Seller or the Acquired Companies, and to make such provision as such other party employ counsel of its choice at its expense, provided that Seller may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of settle any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent audit that any such Audit it reasonably expects could have a material adverse effect on the Purchaser Buyer or the Group Entity with respect Acquired Companies without Buyer's prior written consent. Buyer shall have the sole right to represent the period after Acquired Companies in any audit or administrative or court proceeding relating to Non-Income Taxes of the Effective TimeAcquired Companies, and to employ counsel of its choice at its expense, provided, that neither Buyer nor any Acquired Company may settle any audit that it reasonably expects could have a material adverse effect on Seller or its Affiliates without Seller's prior written consent. For purposes of the immediately preceding sentence only, the term "material adverse effect" shall include any Liability for Non-Income Taxes that is subject to indemnification by Seller shall advise the Purchaser periodically of developments in the Audit investigation pursuant to this Section 13 and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such AuditSection 7.11. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.146

Tax Audits. 9.2.1 Upon becoming aware Buyer shall promptly notify Parent in writing upon receipt by Buyer or any Affiliate of Buyer (including the Transferred Subsidiaries) of notice of any pending auditor threatened Income or Franchise Tax audits, investigationexamination or assessments ("Tax Audit") that may affect the Income or Franchise Tax liabilities of the Subsidiaries for any Pre-Closing Period. Parent shall have the right, assessment at its own expense, to control any Tax Audit, to initiate any claim for refund, to contest, resolve and defend against any assessment, notice of deficiency, or other material adjustment or proposed adjustment relating to any and all Tax liabilities of the Subsidiaries for any Pre Closing Period. Parent shall not settle any Tax Audit to the extent that it relates to the Transferred Subsidiaries in a manner which would materially adversely affect them after the Closing Date without the prior written consent of Buyer, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld by Buyer pursuant to this Section 5.1(b), Buyer may continue any current proceeding or initiate any further proceedings (“Audit”) at its own expense, provided that any liability of Parent with respect to such Tax matters Audit, shall not exceed the liability that would have resulted had Buyer not withheld its consent. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this Agreement, the Seller shalldeficiency, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit other adjustment or proposed adjustment relating to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to notify the other Party of an Audit shall not relieve the other Party of any liability Income or Franchise Taxes with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating Transferred Subsidiaries; provided that, with respect to any accounting period state, local or foreign Taxes for Tax purposes ending at or prior to any Straddle Period, the Effective Time and Buyer shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity consult with Parent with respect to the period after resolution of any issue that would affect Parent, and not settle any such issue, or file any amended Tax Return relating to such issue, without the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval consent of Parent, which consent shall not unreasonably be withheld. Where consent to be unreasonably a settlement is withheld by Parent pursuant to this Section 5.1(b), Parent may continue any current proceeding or delayed) on critical Audit decisions and on material written communication to be forwarded to initiate any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent further proceedings at its own expense, provided that any liability of Buyer with respect to such Audit relates to a Straddle Tax PeriodAudit, shall not exceed the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval liability that would have resulted had Parent not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timeits consent. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware With respect to any Pre-Closing Period, Buyer shall promptly notify Seller in writing upon receipt by Buyer, any affiliate of Buyer, the Company, or any Subsidiary and Seller shall promptly notify Buyer in writing upon receipt by Seller or any affiliate of Seller, of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments of the Company or any Subsidiary (other than consolidated or combined Income Tax audits, examinations or assessments), so long as Pre- Closing Period Taxable years remain open. Seller shall have the sole right to represent the Company, the Subsidiaries and their predecessors in any Tax audit or administrative or court proceeding relating to the Pre-Closing Period, and to employ counsel of its choice at its expense, from and after the date on which the Seller confirms in writing that it is obligated hereunder to indemnify the Buyer, the Company, and/or a Subsidiary, as applicable with respect to the Taxes subject to such audit, investigationexamination, assessment or assessment; provided, that: (a) Buyer may participate at its sole cost and expense therein, but only with respect to issues directly related to a Pre-Closing Period Tax liability (other material proceedings than a federal Income Tax liability or a state Income Tax liability to a state with respect to which a Section 338(h)(10) Joint Election was made hereunder) as to which such indemnification applies (“Audit”a "Covered Issue"); (b) Seller shall not enter into any compromise or agreement (a "Settlement") with respect to Tax matters any such Covered Issue without providing the Buyer with a written description of the Group Entities that may effect a Tax Liability for which proposed terms and conditions thereof (the other Party may be liable under this Agreement, "Settlement Proposal") and without the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give prior written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits consent of the claim, to act to preserve evidence and to make Buyer (which consent will not unreasonably be withheld) if such provision as such other party may consider necessary. Any failure to notify the other Party of Settlement would have an Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective TimeBuyer, the Seller shall advise the Purchaser periodically of developments in the Audit investigation Company, or any Subsidiary (after giving effect to Seller's indemnification obligations hereunder and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights its obligations under this Paragraph.Section 13

Tax Audits. 9.2.1 Upon becoming aware (1) Each of any pending auditBuyer, investigationon the one hand, assessment or other material proceedings (“Audit”) with respect to Tax matters of the Group Entities that may effect a Tax Liability for which and Seller, on the other Party may be liable under this Agreementhand, the shall notify Seller shallor Buyer, or as the case may be, in writing within five (5) days of receipt by the Purchaser shall within ten (10) Business Days give first Party of written notice of such Audit any pending or threatened audits, adjustments, claims, examinations, assessments, or other proceedings which relate to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits Asset Taxes or Taxes of the claimCompany for any Pre-Effective Time Tax Period (each, to act to preserve evidence and to make a “Tax Audit”). If such provision as such other party may consider necessary. Any failure to notify the other Party of an Tax Audit shall not relieve the other Party of any liability with respect to the Audit except to the extent the Party was actually prejudiced as a result thereof. 9.2.2 The Seller shall control the conduct of any such Audit relating only relates to any accounting period Asset Taxes or Taxes of the Company for Tax purposes ending at or prior to the Effective Time and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered by Paragraph 9.2.2 and shall be entitled to settle and compromise any such Audit. To the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time, Seller shall, at its expense, control the defense and settlement of such Tax Audit; provided that Seller shall (i) keep Buyer reasonably informed of the progress of such Tax Audit, (ii) permit Buyer (and Buyer’s counsel) to reasonably participate in such Tax Audit, including in meetings with the applicable Governmental Body, and (iii) not enter into any settlement of, or otherwise compromise or concede any portion of, any such Tax Audit without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed). Buyer shall control any other Tax Audit not controlled by Seller; provided that Buyer and its Affiliates shall (x) keep Seller reasonably informed of the progress of such Tax Audit, (y) permit Seller (and Seller’s counsel) to reasonably participate in such Tax Audit, including in meetings with the applicable Governmental Body, and (z) not settle or enter into any compromise or concession with respect to any such Tax Audit without Seller’s consent (which consent shall not be unreasonably withheld, conditioned, or delayed). 9.2.4 The Seller (2) With respect to any taxable year for which the Company did not elect the application of Section 6221(b) of the Code (and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence any corresponding, similar or analogous provision of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period andstate, local or non-U.S. Law), upon reasonable noticewritten request from Buyer, the Sellers will make, or cause to provide each other access to all books be made, an election under Section 6226 of the Code (and records relating any corresponding, similar or analogous provision of state, local or non-U.S. Law) with respect to the Group Entities as may be reasonably required to exercise their rights under this ParagraphCompany for any Pre-Effective Time Tax Period.

Tax Audits. 9.2.1 Upon becoming aware (a) If one party is responsible for, or would reasonably be expected to be responsible for, the payment of any pending or indemnification in respect of Taxes pursuant to this Article 8 (the “Tax Indemnifying Party”), and the other party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, investigationexamination, assessment suit, dispute or other material proceedings (“Audit”) claim with respect (in whole or in part) to such Taxes (a “Tax matters of the Group Entities that may effect a Tax Liability for which the other Party may be liable under this AgreementClaim”), the Seller shall, or as the case may be, the Purchaser Tax Indemnified Party shall promptly (and in any event within ten (10) Business Days give written notice Days) notify the Tax Indemnifying Party in writing of such Audit Tax Claim; provided that a delay to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the claim, to act to preserve evidence and to make such provision as such other party may consider necessary. Any failure to so notify the other Party of an Audit shall not relieve the other Tax Indemnifying Party of any liability with respect to the Audit its obligations hereunder, except to the extent that such party is prejudiced by such delay. Such notice shall specify in reasonable detail the Party was actually prejudiced as basis for such Tax Claim and shall include a result thereofcopy of the relevant portion of any correspondence received from the Taxing Authority. 9.2.2 The Seller (b) In the case of any Tax audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority (“Tax Proceeding”) of or with respect to any of the Acquired Companies or any of their Subsidiaries for any taxable period ending on or before the Closing Date, the Representatives shall have the exclusive right to control such Tax Proceeding; provided that (i) the Representatives shall keep PIL reasonably informed regarding the conduct of any such Audit relating to any accounting period for Tax purposes ending at or prior to the Effective Time and Proceeding, (ii) PIL shall be entitled to settle participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority to the extent reasonably permitted to do so, and (iii) the Moneda Shareholders shall not settle, compromise or abandon any such Audit. To Tax Proceeding without obtaining the extent that any such Audit could have prior written consent of PIL (which consent shall not be unreasonably withheld, conditioned or delayed). (c) In the case of a material adverse effect on the Purchaser Tax Proceeding (i) of or the Group Entity with respect to any of the period after the Effective TimeAcquired Companies for any Straddle Period or (ii) involving Taxes that are Moneda Shareholder Indemnified Taxes and Taxes that are not Moneda Shareholder Indemnified Taxes (and such Tax Proceeding for Taxes that are Moneda Shareholder Indemnified Taxes is not separable from such Tax Proceeding for Taxes that are not Moneda Shareholder Indemnified Taxes), the Seller Controlling Party shall advise have the Purchaser periodically of developments in right and obligation to conduct, at its own expense, such Tax Proceeding; provided that (i) the Audit investigation and obtain Controlling Party shall keep the Purchaser’s prior written approval (such approval not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit. 9.2.3 The Purchaser shall control Non-Controlling Party reasonably informed regarding the conduct of such Tax Proceeding, (ii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any Audit relating to written materials prepared or furnished in connection with such Tax matters of Proceeding, (iv) the Group Entities not covered by Paragraph 9.2.2 Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to settle participate in such Tax Proceeding and attend any meetings or conferences with the relevant Taxing Authority and (vi) the Controlling Party shall not settle, compromise or abandon any such Audit. To Tax Proceeding without obtaining the extent that any such Audit relates to a Straddle Tax Period, the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Seller’s prior written approval (such approval consent of the Non-Controlling Party, which consent shall not to be unreasonably withheld withheld, conditioned or delayed) on critical Audit decisions . For purposes of this Agreement, “Controlling Party” shall mean the Moneda Shareholders if the Moneda Shareholders, taken as a whole, and on material written communication their Affiliates are reasonably expected to bear the majority of the Tax liability in connection with such Tax Proceeding (provided that the Moneda Shareholders may elect in such case to not be forwarded the Controlling Party), or PIL if PIL and its Affiliates are reasonably expected to any bear the majority of the Tax Authority liability in connection with such Tax Proceeding. “Non-Controlling Party” means whichever of the Moneda Shareholders or competent court in relation PIL is not the Controlling Party with respect to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Timesuch Tax Proceeding. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.

Tax Audits. 9.2.1 Upon becoming aware Buyer shall deliver a written notice to Seller in writing promptly following any demand, claim, or notice of any pending auditcommencement of a claim, investigationproposed adjustment, assessment assessment, examination or other material proceedings (“Audit”) administrative or court proceeding with respect to Tax matters Taxes of the Group Entities that may effect a Tax Liability any Company for which the other Party Seller may be liable under pursuant to this AgreementArticle 9 (“Tax Contest”) and shall describe in reasonable detail (to the extent known by Buyer or such Company) the facts constituting the basis for such Tax Contest, the Seller shall, or as the case may be, the Purchaser shall within ten (10) Business Days give written notice of such Audit to the other party. The notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits nature of the claimrelief sought, to act to preserve evidence and to make such provision as such other party may consider necessary. Any the amount of the claimed Losses, if any (the “Tax Claim Notice”), provided, however, that no delay or failure on the part of Buyer to notify the other Party of an Audit Seller pursuant to this Section 9.8 shall not relieve the other Party Seller of any liability with respect to the Audit or obligations under Article 9 except to the extent the Party was actually that Seller is prejudiced as a result thereofconsequence of such failure. 9.2.2 The (a) With respect to Tax Contests for Taxes of any Company for a Pre-Closing Period, Seller shall may elect to assume and control the conduct defense of any such Audit relating Tax Contest by written notice to any accounting period for Buyer within sixty (60) days after delivery by Buyer to Seller of the Tax purposes ending at or prior Claim Notice. If Seller elects to assume and control the Effective Time defense of such Tax Contest, it (i) shall bear its own costs and expenses, (ii) shall be entitled to engage its own counsel and (iii) may (x) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing authority, (y) either pay the Tax claimed or xxx for refund where applicable Law permits such refund suit or (z) contest, settle or compromise the Tax Contest in any permissible manner, and Buyer shall (and shall cause its Affiliates including the applicable Company) to cooperate with Seller in pursuing such Tax Contest (including by providing appropriate powers of attorney). If Seller elects to assume the defense of any Tax Contest, (i) Seller shall keep Buyer reasonably informed of all material developments and events relating to such Tax Contest and (ii) at its own cost and expense, Buyer shall have the right to participate in (but not control) the defense of such Tax Contest. (b) In connection with any Tax Contest that relates to Taxes of any Company for a Pre-Closing Period that Seller does not elect to control pursuant to Section 9.8(a), such Tax Contest shall be controlled by Buyer and Seller agrees to cooperate with Buyer in pursing such Tax Contest, provided, however, that none of Buyer or its Affiliates (including such Company) shall enter into any settlement or compromise any such Audit. To the extent that any such Audit could have a material adverse effect on the Purchaser or the Group Entity with respect to any such Tax Contest that relates to Taxes of any Company for a Pre-Closing Period without the period after the Effective Time, the Seller shall advise the Purchaser periodically of developments in the Audit investigation and obtain the Purchaser’s prior written approval (such approval consent of Seller, which consent shall not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to . In connection with any Tax Authority or competent court Contest that is described in relation to the Audit. 9.2.3 The Purchaser shall control the conduct of any Audit relating to Tax matters of the Group Entities not covered this Section 9.8(b) and controlled by Paragraph 9.2.2 and Buyer, Seller shall be entitled to settle participate in such Tax Contest and compromise Buyer shall keep Seller reasonably informed of all material developments and events relating to such Tax Contest and shall provide Seller with copies of all correspondence, documents and notes of meetings and telephone calls relevant to the Tax Contest (to the extent Seller elects not to participate in such meetings and telephone calls) and, at its own cost and expense, Seller shall have the right to participate in (but not control) the defense of such Tax Contest. (c) Buyer and Seller shall jointly control (at each party’s own cost and expense) all Tax Contests relating to Straddle Periods of the Companies. The parties agree to cooperate with each other in pursuing any such Audit. To Tax Contest and neither Buyer nor Seller shall (or shall permit any of their Affiliates including the extent that any such Audit relates Companies) to settle a Tax Contest relating to a Straddle Tax Period, Period of any Company without the Purchaser shall advise the Seller periodically of developments in the Audit investigation and obtain the Sellerother Party’s prior written approval (such approval consent, which consent shall not to be unreasonably withheld or delayed) on critical Audit decisions and on material written communication to be forwarded to any Tax Authority or competent court in relation to the Audit if and to the extent it regards Taxes attributable to the period ending on or prior to the Effective Time. 9.2.4 The Seller and the Purchaser shall provide each other such information and render such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any Audit as mentioned in Paragraph 9.2. 9.2.5 The Seller and the Purchaser agree to retain all records that may be required for the conduct of any Audit until the expiration of applicable statutory limitation period and, upon reasonable notice, to provide each other access to all books and records relating to the Group Entities as may be reasonably required to exercise their rights under this Paragraph.