Common use of Tax Claims Clause in Contracts

Tax Claims. (a) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (ai) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return Claim for Taxes that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating applies to a Straddle Taxable Period Tax Return, or a Tax Return for a Pre-Closing Period ending before and to the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any extent such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could Claim would result in liability of an indemnification obligation by the other party Sellers under this Agreement (a "A) each Party may participate in the Tax Claim"). With respect to ; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax Claim, periods; and (C) each Party shall bear the party controlling appropriate portion of the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), (iii) provide in the case of any audit, proceeding, adjustment or other party with claim made by any information Governmental Entity for Taxes that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect applies to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a PrePost-Closing Taxable Period for which Laser is or may be liable pursuant and/or to the extent the Sellers have no indemnification obligation under this Agreement, Parent Holdings or any of its Affiliates Buyer shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with have the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1control the conduct of such audit or proceeding in its sole discretion.

Tax Claims. (a) In Each Party shall promptly notify the case other Party in writing upon becoming aware of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Claim regarding any Pre-Closing Flow-Through Tax Return that includes Mafco Holdings Inc. (or each, a “Covered Tax Claim” and such notice, a “Tax Claim Notice”). Such Tax Claim Notice will describe the asserted Tax Claim in reasonable detail and will include copies of any predecessor or successor thereto)notices and other documents received from any Governmental Authority in respect of any such asserted Covered Tax Claim. (b) Except as otherwise set forth in this Agreement, Laser the Equityholder Representative shall be entitled have the right to assume and control the portion defense of each Covered Tax Claim by written notice to Purchaser within thirty (30) days after delivery by the applicable party of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim Notice; provided, however, that neither Parent Holdings nor the Equityholder Representative shall not be entitled to assume and control (or to retain control of) the defense of such Covered Tax Claim if (i) Purchaser reasonably determines at any time that the resolution of such Covered Tax Claim is reasonably expected to have the effect of increasing the Tax Liability of Purchaser or any of its Affiliates shall settle (including the Company and the Company Subsidiary) by more than a de minimis amount for any period (or otherwise dispose portion of any issue period) beginning after the Closing Date, (ii) Purchaser or any insurer under the RWI Policy is required to assume such defense pursuant to the terms thereof, or (iii) the Equityholder Representative’s assumption of the defense could cause Purchaser to lose coverage under the RWI Policy. (c) If the Equityholder Representative properly elects to assume and control the defense of a Covered Tax Claim pursuant to Section 7.4(b), (i) Purchaser shall have the right, directly or through its designated representatives and at Purchaser’s sole cost and expense, to review in advance and comment upon all submissions made in the course of any Covered Tax Claim (including any administrative appeals thereof), (ii) the Equityholder Representative shall keep Purchaser reasonably notified regarding the progress of such Covered Tax Proceeding that could materially affect Claim, and (iii) the Equityholder Representative shall not settle any Covered Tax liability hereunder of Laser, Claim without the prior written consent of Laser, which consent shall Purchaser (not to be unreasonably withheld, conditioned or delayed). Parent Holdings The Equityholder Representative shall provide such cooperation and information as Purchaser shall reasonably request, and Purchaser shall have the right to participate in (but not control) the defense of such Covered Tax Claim (including participating in any discussions with the applicable Governmental Authorities regarding such Covered Tax Claim). (d) Notwithstanding anything to the contrary set forth in this Agreement, in connection with any Covered Tax Claim that (i) the Equityholder Representative does not timely and properly elect to control (or cannot elect to control or loses its right to control) pursuant to Section 7.4(b), or (ii) the Equityholder Representative fails to diligently defend, such Covered Tax Claim shall be controlled by Purchaser, and the Equityholder Representative agrees to cooperate with Purchaser in pursuing such Covered Tax Claim and, at the cost and expense of the Equityholders, the Equityholder Representative shall have the rights of Purchaser described in Section 7.4(c) mutatis mutandis. (e) In connection with any Tax Claim that relates to any Pre-Closing Tax Period that is not a Covered Tax Claim, such Tax Claim shall be exclusively controlled by Purchaser. In connection with any Tax Claim described in this Section 7.4(e), Purchaser (i) shall bear its own costs and expenses, (ii) shall be entitled to control engage its own counsel, and (iii) may (A) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Governmental Authority, (B) either pay the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period claimed or sue for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax ReturnClaim in any permissible manner. (f) To the extent permitted under applicable Law, each Equityholder shall make, or cause to be made, a Tax Return for a Pretimely and valid “push-Closing Period ending out” election under Section 6226 of the Code and each analogous election under state or local Law with respect to any taxable period beginning on or before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor and the Equityholder Representative shall cooperate fully with each Equityholder and Purchaser and any of its their Affiliates shall settle or otherwise dispose of any issue in any making each such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld“push-out” election. (bg) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as Notwithstanding anything to the progress of such Tax Claim, (iii) provide the other party with any information that it receives contrary contained in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates the procedures for all Tax Claims shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in governed exclusively by this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.17.4.

Tax Claims. (a) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoExcept as provided in Section 8.8(b), Laser each party shall be entitled to have exclusive control the portion of the over Tax Proceeding, if any, relating solely to items Claims for which Laser it is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldSection 8.1. (b) Parent Holdings Contributor shall jointly have control (at each party’s own expense) over Tax Claims that relate to any Straddle Period. No party may settle, concede or Lasermake any concession without the other party’s written consent. (c) EOS shall have exclusive control over all EOS Tax Claims. (d) The party controlling a Tax Claim pursuant to this Section 8.8 shall have the sole right to contest, litigate and Dispose of such Tax Claim and to employ counsel of its choice at its sole expense. (e) Each party, as the case may be, shall promptly notify the other party parties in writing of any tax claim Tax Claim that could may reasonably be likely to result in liability of the other party under this Agreement (Agreement; provided, however, that the failure to provide such notice shall not diminish the indemnifying party’s obligation hereunder except to the extent such failure actually prejudices the indemnifying party’s position as a "Tax Claim")result thereof. With respect to any such Tax Claim, the party not controlling the such Tax Proceeding with respect thereto Claim shall (i) not make any submission to any taxing authority Tax Authority without offering the other party the opportunity to review itsuch submission, (ii) not take any action or make (or purport to make) any representations in connection with such Tax Claim with respect to issues affecting the other party’s indemnity hereunder, (iii) keep the other party informed as to any information that it receives regarding the progress of such Tax Claim, (iiiiv) provide the other party with any information that it receives in connection with regarding the nature and amounts of any proposed Disposition of the Tax ProceedingClaim, (ivv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority Tax Authority in which the indemnified Tax Claim is or may be a subject, solely to the extent such conference, meeting, or proceedings relate to the Tax Claim, and (vvi) permit notify the other party to participate (at its own expense) in of all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser a party is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates the filing party shall either file (cause to be filed submissions at the liable party’s direction or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser appointed the liable or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority solely with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case If notice of any Tax audit, examination assessment or judicial or administrative proceeding with respect to Taxes of a Group Company that may give rise to a claim for indemnification pursuant to Section 8.2 (a "“Tax Proceeding"Claim”) relating shall be received by either party for which the other party may reasonably be expected to a combined, consolidated be liable (pursuant to Section 8 or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretootherwise), Laser the notified party shall be entitled to control the portion notify such other party in writing of the such Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim; provided, however, that neither Parent Holdings nor any the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its Affiliates shall settle obligations under Section 8 or otherwise dispose of except to the extent that the other party is actually prejudiced thereby. (ii) The Equityholder Representative shall control any issue in any such Tax Proceeding Claim that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled relates solely to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, taxable periods that end on or a Tax Return for a Pre-Closing Period ending before the Closing Date, including the defense and settlement of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, unless the party controlling Equityholder Representative otherwise informs Acquiror in writing; provided that the Tax Proceeding with respect thereto Equityholder Representative (A) shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party Acquiror reasonably informed as to concerning the progress of such Tax Claim, (B) provide Acquiror copies of all correspondence and other documents relevant to such Tax Claim, and (C) shall not settle such Tax Claim without the consent of Acquiror, which shall not be unreasonably withheld, conditioned or delayed. Acquiror shall have the right (but not the duty) to participate in the defense of any such Tax Claim and to employ counsel, at the Equityholders’ expense, separate from the counsel employed by the Equityholder Representative. (iii) The Acquiror shall control any Tax Claim that (A) does not relate solely to a taxable period that ends on or before the Closing Date or (B) the Equityholder Representative does not or cannot elect to control pursuant to the preceding Section 5.10(e)(ii), including the defense and settlement of such Tax Claim; provided that the Acquiror (A) shall keep the Equityholder Representative reasonably informed concerning the progress of such Tax Claim, (B) shall provide the Equityholder Representative with copies of the correspondence and other party with any information that it receives in connection with documents relevant to such Tax Claim, and (C) shall not settle such Tax Claim without the Tax Proceedingwritten consent of the Equityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. The Equityholder Representative shall have the right (ivbut not the duty) permit the other party to participate (in the defense of any such Tax Claim and to employ counsel, at its own expense) in all conferences, meetings or proceedings with any taxing authority in which separate from the indemnified Tax Claim is or may be a subject, and (v) permit counsel employed by the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimSurviving Corporation. (civ) Nothing contained in In the event of any conflict between this Section 9.3 5.10(e) and the provisions of Section 8.4, this Section 5.10(e) shall be construed as limiting any party's right to indemnification under Section 9.1govern.

Tax Claims. (ai) In If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Indemnified Party pursuant to Section 7.01 or 7.02, respectively, or which may result in an adjustment to the case Taxes of any Tax auditSeller, examination Acquiror or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or LaserSellers, as the case may beapplicable, shall promptly notify the other party in writing of any tax such claim that could result (a “Tax Claim”). If notice of a Tax Claim is not given to the indemnifying party within a sufficient period of time to allow such party to effectively contest such Tax Claim, or in liability reasonable detail to apprise the indemnifying party of the other party under this Agreement (a "nature of the Tax Claim"). With , in each case taking into account the facts and circumstances with respect to any such Tax Claim, the indemnifying party controlling shall not be liable to the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, Indemnified Party. (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating solely to Taxes of Kos Investments or Kos Holdings for a Pre-Closing Period Preclosing Period, Sellers shall control all proceedings in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, settle such claim and, if applicable, either pay the Tax claimed and sxx for which Laser is a refund where applicable Law permits such refund suits or may be liable pursuant to this Agreementcontest the Tax Claim in any permissible manner; provided, Parent Holdings or any however, that Acquiror and counsel of its Affiliates own choosing and at its own expense shall either file (have the right to participate fully in all aspects of the prosecution or cause defense of such Tax Claim. Acquiror shall control all proceedings taken in connection with any Tax Claim relating solely to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with Taxes of Kos Investments and Kos Holdings for a Straddle Period, provided that in such case Acquiror shall not settle any Taxes for the Internal Revenue Service or Straddle Period without the appropriate state, local or foreign taxing authority prior written consent of Sellers. Acquiror shall control all other proceedings with respect to all other Tax Claims. (iii) Acquiror, Kos Investments and Kos Holdings shall cooperate with Sellers in contesting any Tax Claim, which cooperation shall include the retention and, upon Sellers’ request, the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, that, if successful, might result in a claim for indemnity under Section 6.01 or might in the case absence of the German Tax Group result in such claim (any such claim for Taxes, a “Tax Claim”), the party which receives such Tax Claim shall notify the other party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that a party has actually been prejudiced by such failure. (b) Parent shall control any Tax auditClaim with respect to any Seller Group Tax Return, examination and Buyer may not participate in or judicial control, any such Tax Claim. Where the cooperation of Buyer or a Business Entity is required under applicable administrative proceeding law, Buyer shall, and shall cause that the relevant Business Entity to, co-operate and act, to the extent permissible and to the extent such action will not result in an increase of Tax Liability for the Buyer (a "provided that Parent does not agree to hold harmless Buyer or the relevant Person against such increase of Tax Proceeding"Liability), according to the instructions of Parent. (c) With respect to any other Tax Claim relating to a combinedtaxable period of a Business Entity ending on or prior to the Closing Date, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser Parent shall be entitled have the right to control the portion conduct of the such Tax Proceeding, if any, relating solely Claim unless Parent fails to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled provide Buyer with written notice of its election to control every other portion such Tax Claim within ten (10) days of the Parent’s receipt of notice of such Tax ProceedingClaim in accordance with Section 6.06(a); provided, however, that neither (i) Parent Holdings nor shall keep Buyer reasonably informed as to the status of such Tax Claim and (ii) if the resolution of such Tax Claim would reasonably be expected to result in any additional Tax Liability of Buyer or any of its Affiliates (including the Business Entities) for any Post-Closing Tax Period, then Buyer shall settle or otherwise dispose of any issue be entitled to participate in any such Tax Proceeding that could materially affect the Claim and Parent shall not settle or otherwise compromise such Tax liability hereunder of Laser, Claim without the prior Buyer’s written consent of Laserconsent, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent Holdings shall be entitled does not elect to control the Pre-Closing Period portion of a Tax Proceeding relating Claim pursuant to a Straddle Period this Section 6.06(c) within the time period set forth above, then Buyer shall control such Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither (A) Buyer shall keep Parent Holdings nor any reasonably informed as to the status of its Affiliates such Tax Claim and (B) Buyer shall not settle or otherwise dispose of any issue in any compromise such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior Parent’s written consent of Laserconsent, which consent shall not be unreasonably withheld, conditioned or delayed. (bd) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Straddle Period of a Business Entity, to the extent possible the Tax Items that are the subject of such Tax Claim shall be distinguished and each party shall control the defense and settlement of those Tax Items that relate primarily to Taxes for which Laser such party is responsible under Section 6.01 and Section 6.02. If any Tax Item cannot be identified as relating primarily to Taxes that are the responsibility of one party or may cannot be liable pursuant separated from a Tax Item that relates to this AgreementTaxes for which the other party is responsible, Parent Holdings the party that stands to gain the most (or lose the least) from a successful defense or settlement of those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Claim. The controlling party shall keep the other reasonably informed as to the status of such Tax Claim and if the resolution of such Tax Claim would reasonably be expected to result in a material Tax Liability of the non-controlling party or any of its Affiliates Affiliates, then the non-controlling party shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with participate in the Internal Revenue Service Tax Claim and the controlling party shall not settle or the appropriate state, local or foreign taxing authority with respect to otherwise compromise such Tax ClaimClaim without the non-controlling party’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Citigroup shall control and shall have the case right to discharge, settle or otherwise dispose of any Tax notice of deficiency, proposed adjustment, assessment, audit, examination examination, suit, dispute or judicial or administrative proceeding other claim (a "“Tax Proceeding"Claims”) with respect to Taxes relating to a combined, consolidated or unitary any Tax Return that includes Mafco Holdings Inc. (required to be filed by or with respect to the Citigroup Affiliated Group or any predecessor Citigroup State Group. (b) Primerica shall control and shall have the right to discharge, settle or successor thereto), Laser shall be entitled otherwise dispose of Tax Claims with respect to control the portion Tax Returns that include only members of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingPrimerica Group; provided, however, that neither Parent Holdings nor (i) Citigroup shall have the right to fully participate in any of its Affiliates Tax Claim with respect to any Tax Return required to be filed by or with respect to any Canadian Subsidiary for any Pre-Closing Tax Period with respect to Income Taxes or GST, and (ii) Primerica shall not discharge, settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserCitigroup, which consent shall not to be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, conditioned or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withhelddelayed. (bc) Parent Holdings or Laser, as In the case may be, shall promptly notify of (x) a Tax Claim described in Section 7(a) which could reasonably be expected to affect the other party in writing of any tax claim that could result in liability Taxes imposed on a member of the other party under Primerica Group or for which a member of the Primerica Group would be liable pursuant to this Agreement and (y) a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may described in Section 7(b) which could reasonably be a subject, and (v) permit expected to affect the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period Taxes for which Laser is or may Citigroup would be liable pursuant to this Agreement, Parent Holdings the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of each phase of such Tax Claim. “Controlling Party” shall mean (i) Citigroup, in the case of any Tax Claim described in Section 7(a) and (ii) Primerica, in the case of any Tax Claim described in Section 7(b), and “Non-controlling Party” shall mean whichever of Citigroup or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with Primerica is not the Internal Revenue Service or the appropriate state, local or foreign taxing authority Controlling Party with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of If any audit, assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim is commenced, proposed or made by any Tax auditAuthority that, examination or judicial or administrative proceeding if successful, would result in indemnification of Purchaser Indemnitees pursuant to Section 7.1 (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser then Purchaser shall be entitled promptly notify Seller and transmit to Seller a written notice describing in reasonable detail the nature of the Tax Claim and all related information in connection with such Tax Claim. Failure to promptly provide such notice shall not affect the right of Purchaser Indemnitees to indemnification hereunder, except and only to the extent Seller is materially prejudiced by such delay or omission. Seller shall notify Purchaser that Seller elects to control the portion Tax Claim at its own cost and expense in all appropriate Tax Proceedings. Notwithstanding anything to the contrary contained in this Section 7.7, if either (i) Seller (A) fails to properly notify Purchaser that Seller elects to control the Tax Claim pursuant to the preceding sentence, or (B) after commencing or undertaking any such defense or settlement, fails reasonably to prosecute or withdraw from such defense or settlement or (ii) the Tax Claim involves a Straddle Period, then Purchaser shall have the right to control the Tax Claim in all appropriate Tax Proceedings and Purchaser Indemnitees shall have the right to be reimbursed by Seller for their reasonable out-of-pocket costs and expenses relating to the control of the Tax ProceedingClaim; provided that with respect to any portion of a Tax Claim that relates to a Straddle Period, if any, relating solely Seller shall be required to items reimburse Purchaser Indemnitees only for which Laser is liable their pro rata share of such reasonable out-of-pocket costs and expenses. The party controlling the Tax Claim pursuant to this Agreement, and Parent Holdings Section 7.7(a) is hereinafter referred to as the “Controlling Party.” (b) The Controlling Party shall defend the Tax Claim in good faith with counsel of its own choosing (who shall be entitled reasonably satisfactory to the other party) and have full control every other portion of such defense and proceedings, including any compromise or settlement thereof; provided that the Tax Proceeding; provided, however, that neither Parent Holdings nor Controlling Party shall not enter into any of its Affiliates shall settle settlement agreement or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other party, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings The other party shall be entitled to control have the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without right with the prior written consent of Laserthe Controlling Party, which consent shall not to be unreasonably withheld. (b) Parent Holdings , to attend meetings, participate in hearings or Laser, as the case may be, shall promptly notify the other party in writing of proceedings and review and comment on any tax claim documents prior to their submission that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect relate to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense or settlement of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any controlled by the Controlling Party and shall bear its own costs and expenses of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimparticipation. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Buyer shall promptly notify Seller in writing upon receipt by Buyer or any Affiliate of Buyer (including, after the case Closing, any Company Group member) of any Tax written notice of any audit, examination examination, claim, investigation or judicial or administrative other proceeding (a "Tax Proceeding") relating to Taxes of any Company Group member (each, a combined, consolidated or unitary “Company Group Tax Return that includes Mafco Holdings Inc. (Claim”) for any Pre-Closing Tax Period or any predecessor or successor theretoStraddle Period; provided that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure shall have adversely prejudiced Seller’s ability to contest any such Tax liabilities. In connection with such notice provided by Buyer to Seller pursuant to this Section 7.02(a), Laser Buyer shall be entitled provide Seller with any relevant written correspondence or other materials received from the relevant Taxing Authority with respect to control any such Group Company Tax Claim. (b) Seller shall have the portion right, but not the obligation, to control, including the selection of counsel at Seller’s cost and expense, any Company Group Tax Claim for a Pre-Closing Tax Period (provided that Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the Tax Proceedingidentity of counsel, if any, relating solely chosen by Seller in connection therewith (it being understood by the Parties that Seller has already notified Buyer of its intention to items control the matters set forth in clauses (a), (b) and (c) of Section 3.20(a)(v)(1) of the Seller Disclosure Schedule)), and Buyer shall have the right, but not the obligation, to control any Company Group Tax Claim for which Laser is liable a Pre-Closing Tax Period that Seller does not elect to control pursuant to this Agreement, Section 7.02(b) and Parent Holdings Buyer shall be entitled control any Company Group Tax Claim for any Straddle Period; provided that the Party that controls a Company Group Tax Claim pursuant to control every this Section 7.02(b) shall (i) keep the other portion of Party informed on a reasonable basis with respect to the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose status of any issue such Company Group Tax Claim, (ii) allow the other Party to participate (at such Party’s expense) on a reasonable basis in any such Company Group Tax Proceeding that could materially affect the Claim and (iii) not settle any such Company Group Tax liability hereunder of Laser, Claim without the prior written consent of Laser, which the other Party (such consent shall not to be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, conditioned or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"delayed). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained Notwithstanding anything to the contrary in this Section 9.3 shall be construed as limiting Agreement, in no event will Buyer or any party's Affiliate of Buyer (including, after the Closing, any Company Group member) have any right to indemnification under control, participate or otherwise be involved in or have access to any information with respect to any audit, examination or other proceeding relating to any Seller Group Tax Return or otherwise with respect to Taxes of any Seller Group or any Seller Group Tax Return. (d) In the event of any inconsistency between this Section 9.17.02 and Section 9.04, this Section 7.02 shall control.

Tax Claims. (a) In the case If any Party receives a notice of any a Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") Claim relating to the Purchased Assets or a combined, consolidated Purchased Company which could reasonably impact the Taxes or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion position of the Party not receiving such notice, the Party receiving notice of such a Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings Claim shall be entitled to control every notify the other portion party within fifteen (15) days of the Tax Proceedingreceipt of notice; provided, however, that neither Parent Holdings nor any of its Affiliates the failure to timely provide such notice shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially not affect the Tax liability hereunder right of Laserthe Indemnified Party’s indemnification hereunder, without except to the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control extent the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, Indemnifying Party is prejudiced by such delay or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldomission. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to Taxes for a Pre-Tax period ending on or prior to the Closing Period Date, Seller shall have control of the conduct and defense of such Tax Claim (including selection of counsel) at its own expense; provided, however, that Buyer shall be able to participate, at its own expense, in the conduct and defense of any Tax Claim (i) in the case of an Income Tax Claim arising in connection with an Income Tax Return of any consolidated, affiliated, combined or unitary group that includes Seller or the Retained Subsidiaries, to the extent such Income Tax Claim is primarily related to any of the Purchased Companies, and Buyer’s participation shall be limited only to the portion of the Income Tax Claim that is related to a Purchased Company, (ii) to the extent relating to Income Taxes of a Purchased Company not arising in connection with an Income Tax Return of any consolidated, affiliated, combined or unitary group that includes Seller or the Retained Subsidiaries or (iii) to the extent relating to Taxes other than Income Taxes. With respect to Tax Claims relating to Taxes for Straddle Tax Periods, Buyer and Seller shall jointly control such Tax Claim. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax Claim which Laser it is or may be liable entitled to control pursuant to this Agreement, Parent Holdings or any of its Affiliates Section 6.07(a) and the other Party shall either file (or cause thereupon be permitted to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to defend and settle such Tax Claim. (c) Nothing contained Claim at its own expense. Notwithstanding anything to the contrary in this Section 9.3 6.07(a), the Party controlling any Tax Claim relating to Income Taxes for a Tax period ending on or prior to the Closing Date or for a Straddle Period shall not settle such Tax Claim without the other Party’s prior written consent, which shall not be construed as limiting any party's right to indemnification under Section 9.1unreasonably withheld, conditioned or delayed.

Tax Claims. (a) In the case If a claim for Taxes, including notice of any Tax a pending audit, examination or judicial or administrative proceeding shall be made by any Taxing Authority, that, if successful, might result in a claim for indemnity under Section 6.1 (any such claim, a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, party that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any receives such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent Claim shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing within fifteen (15) days of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress receipt of such Tax Claim; provided, (iii) provide that the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party failure to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto give such notice shall not take affect the indemnification provided hereunder except to the extent that a party has actually been prejudiced by such failure. (b) Seller shall control any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With a Tax Return of a Merck Affiliated Group, and Buyer shall not participate in or control any such Tax Claim. (c) Except as provided in Section 6.6(b), with respect to any Tax Claim relating to a Pre-Closing Tax Period for which Laser is of any Company or may any Subsidiary of any Company or a Pre-Closing Tax Period relating to any Transferred Asset, Seller shall have the right to control (or to have one or more of its Affiliates control) the conduct of such Tax Claim unless Seller fails to provide Buyer with written notice of their election to control such Tax Claim within ten (10) days of Seller’s receipt of notice of such Tax Claim in accordance with Section 6.6(a); provided, however, that (i) Seller shall keep Buyer reasonably informed as to the status of such Tax Claim and (ii) if the resolution of such Tax Claim would reasonably be liable pursuant expected to this Agreement, Parent Holdings have a more than de minimis adverse effect on the Tax liability of Buyer or any of its Affiliates for any Post-Closing Tax Period, then Buyer shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with participate in any such Tax Claim and Seller shall not settle or otherwise compromise such Tax Claim without Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Tax Claim pursuant to this Section 6.6(c) within the Internal Revenue Service or the appropriate statetime period set forth above, local or foreign taxing authority with respect to then Buyer shall control such Tax Claim; provided, however, that (A) Buyer shall keep Seller reasonably informed as to the status of such Tax Claim and (B) Buyer shall not settle or otherwise compromise such Tax Claim without Seller’s written consent, which shall not be unreasonably withheld, conditioned or delayed. (cd) Nothing contained in this Section 9.3 With respect to any Tax Claim relating to a Straddle Period of any Company or any Subsidiary of any Company or a Straddle Period relating to any Transferred Asset, to the extent possible the Tax Items that are the subject of such Tax Claim shall be construed as limiting any party's right distinguished and each party shall control the defense and settlement of those Tax Items that relate to indemnification Taxes for which such party is responsible under Section 9.16.1 and Section 6.2. If any Tax Item cannot be identified as relating to Taxes that are the responsibility of one party or cannot be separated from a Tax Item that relates to Taxes for which the other party is responsible, the party that stands to gain the most (or lose the least) from a successful defense or settlement of those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Claim. The controlling party shall keep the other reasonably informed as to the status of such Tax Claim and if the resolution of such Tax Claim would reasonably be expected to have a material adverse effect on the Tax liability of the non-controlling party or any of its Affiliates, then the non-controlling party shall be entitled to participate in the Tax Claim and the controlling party shall not settle or otherwise compromise such Tax Claim without the non-controlling party’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Tax Claims. (a) In If the case of any Tax auditCorporation, examination LLC, or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose receives notice of any issue Tax audit or administrative or judicial proceeding, examination, investigation or any demand or claim by a Taxing Authority (each a “Tax Claim”), in respect of any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the PrePass-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Through Tax Return for a Pre-Closing Tax Period ending before or in respect of a Tax Return the resolution of which may require the TPG Nominee, the Intel Nominee or any Pre-Closing DateLLC Member to file an amended Tax Return or administrative adjustment request (or state or local equivalent) with respect to a Pre-Closing Tax Period (a “Pre-Closing Tax Claim”), of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any then (i) such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly party will notify the other party TPG Nominee and the Intel Nominee in writing of any tax claim that could result in liability such Pre-Closing Tax Claim within fifteen (15) days of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review itreceipt of written notice, (ii) such party will keep the other party TPG Nominee and the Intel Nominee reasonably informed as to concerning the progress of such Pre-Closing Tax Claim, (iii) such party will provide the TPG Nominee and the Intel Nominee copies of all correspondence and other party with any information that it receives in connection with the documents relevant to such Pre-Closing Tax ProceedingClaim, (iv) permit the other party TPG Nominee and the Intel Nominee will each be entitled to participate (participate, at its own expense) , in all conferences, meetings or proceedings with the defense of any taxing authority in which the indemnified Pre-Closing Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified such Pre-Closing Tax Claim shall not be settled, compromised or abandoned without the consent of the TPG Nominee and the Intel Nominee (not to be unreasonably withheld or delayed); provided, that any failure to give notice pursuant to clause (i) will not give rise to any liability, except to the extent the TPG Nominee and the Intel Nominee (or any of their Affiliates) is actually prejudiced as a direct result of such party’s failure to give such notice. In connection with the settlement, compromise or may abandonment of any Tax Claim governed by the Partnership Audit Rules in accordance with the previous sentence, (x) LLC shall be a subject. With entitled to (and LLC shall be entitled to direct LLC, its “partnership representative” or its “designated individual,” each as defined in the Code, or any equivalent designee under applicable state or local Law, to) make any election under Section 6226 of the Code or under Treasury Regulation Section 301.6227-2(c) (or any similar provision in any successor Code section or proposed or final Treasury Regulations or under state, local or non-U.S. Law) for any taxable year of LLC that includes any Pre-Closing Tax Period or any Pass-Through Tax Return filed in respect of any such year and (y) except with the TPG Nominee’s and the Intel Nominee’s prior written consent, none of LLC, the Corporation or any of their Affiliates shall elect the application of the Partnership Audit Rules to any Tax Return of LLC or any of its Subsidiaries with respect to any taxable year beginning before January 1, 2018; provided, that, except with the TPG Nominee’s and the Intel Nominee’s prior written consent, no Pre-Closing LLC Member shall be required to amend any Tax Claim, the party not controlling the Returns or file any administrative adjustment request for any Pre-Closing Tax Proceeding with respect thereto shall not take any action or make any representations Period in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In If a party (the case “indemnified party”) receives any written notice of deficiency, claim or adjustment or other written notice from a Tax Authority that may result in the indemnified party being entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving an audit proceeding, audit inquiry, information request, suit, action, contest or similar claim made by any Tax audit, examination or judicial or administrative proceeding Authority (a "“Tax Proceeding"Claim”) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. such indemnified party shall notify the indemnifying party in writing (or any predecessor or successor thereto), Laser shall be entitled to control the portion and in reasonable detail) of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion Claim within 10 business days after such indemnified party receives notice or otherwise becomes aware of the existence of the Tax ProceedingClaim; provided, however, that neither Parent Holdings nor any failure to give such notification shall not affect the indemnification provided under this Agreement, except to the extent the indemnifying party shall have been materially and adversely prejudiced as a result of its Affiliates such failure. Thereafter, the indemnified party shall settle or otherwise dispose keep the indemnifying party apprised of the status of any issue in any such Tax Proceeding that could materially affect investigation or audit and deliver to the indemnifying party, within five business days’ time after the indemnified party’s receipt thereof, copies of all notices and documents received by the indemnified party related to the Tax liability hereunder Claim. New Ashland Inc. undertakes and agrees that it will keep Marathon reasonably informed of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose existence and progress of any issue in any such Tax Proceeding audit or other proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating relates to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimwhich Marathon could be liable as a successor, under Treasury Regulation Section 1.1502-6, or otherwise. (cii) Nothing contained If any party receives a written notice from a Tax Authority that may result in an adjustment in the amount of the Specified Liability Deductions for a taxable year as a result of an audit of the New Ashland Inc. Affiliated Group or the Marathon Affiliated Group, then for purposes of this Section 9.3 TMA, such audit and related proceeding, to the extent they concern the amount of the Specified Liability Deductions claimed or capable of being claimed by Marathon or the Marathon Group as successor to HoldCo, shall be construed treated as limiting a Tax Claim with respect to which Marathon is the indemnified party and New Ashland Inc. is the indemnifying party, provided, however, that the resolution of such issues shall not preclude Marathon from compromising or settling any party's other issues in its Tax Returns administratively with any Tax Authority and Marathon shall have the right to indemnification under Section 9.1determine in its sole reasonable discretion the appropriate forum and location of any judicial proceeding with respect to Specified Liability Deductions.

Tax Claims. (ai) In After the case Closing, the Buyers shall within ten (10) Business Days notify Mallinckrodt UK in writing upon receipt by the Buyers or any Affiliate of the Buyers (including the Transferred Subsidiaries and the Indirect Subsidiaries) of any Tax written notice of any pending or threatened audit, examination or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or administrative proceeding similar claim relating to Taxes of any Pre-Closing Period (including any Straddle Period) with respect to which Mallinckrodt UK could be liable hereunder (a "“Tax Proceeding"Claim” and collectively the “Tax Claims”) relating provided, that the failure to give such notice shall not affect the indemnification provided under this Agreement except to the extent the indemnifying party has been materially prejudiced as a combinedresult of such failure. (ii) Mallinckrodt UK shall have the option (but not the obligation) to control representation with respect to any Tax Claim to the extent it relates to one or more tax periods that end on or prior to the Closing Date, consolidated or unitary Tax Return provided that includes Mafco Holdings Inc. Mallinckrodt UK (or any predecessor or successor thereto), Laser shall be entitled of their Affiliates) notifies Buyers of its decision to control the portion exercise such option within fifteen (15) Business Days of the receipt of Buyers’ notification of such Tax Proceeding, if any, relating solely to items for which Laser is liable Claim pursuant to this AgreementSection 2.5(e)(i). With respect to any such Tax Claim controlled by Mallinckrodt UK pursuant to the prior sentence, at Mallinckrodt UK’s own expense, Mallinckrodt UK shall take any and all actions with respect to the defense of all such Tax Claims (and the Buyers shall, and Parent Holdings shall be entitled to control every cause the Transferred Subsidiaries and the Indirect Subsidiaries to, provide Mallinckrodt UK with the appropriate powers of attorney or other portion of the Tax Proceedingnecessary authorizations); provided, however, that neither Parent Holdings nor any of its Affiliates the Buyers shall settle or otherwise dispose of any issue be entitled, at their election and at their own expense, to participate in any such Tax Proceeding Claims, review in advance any correspondence prepared in connection with such Tax Claims, comment on any such Tax Claims, and employ counsel at their own expense; provided, further, that could materially affect Mallinckrodt UK, irrespective of whether or not the Buyers have elected to so participate in the defense of any Tax liability hereunder of LaserClaim, may not settle or compromise any Tax Claim if such settlement would result in Buyers being liable for any amounts under this Agreement or otherwise without the prior written consent of LaserBuyers’ consent, which consent shall not be unreasonably withheld, delayed or conditioned. Parent Holdings shall be entitled Mallinckrodt UK shall, at its sole expense, keep the Buyers timely informed with respect to the status and nature of any Tax Claims. (iii) The Buyers will control representation with respect to any Tax Claim that Mallinckrodt UK does not elect to control the Pre-Closing Period portion of a Tax Proceeding relating pursuant to a Straddle Period Tax ReturnSection 2.5(e)(ii), or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor with respect to any of such Tax Claims, Mallinckrodt UK shall be entitled, at its Affiliates shall settle or otherwise dispose of any issue election and at its own expense, to participate in any such Tax Proceeding Claims, review in advance any correspondence prepared in connection with such Tax Claims, comment on any such Tax Claims, and employ counsel at their own expense; provided, further, that could materially affect the Buyers, irrespective of whether or not Mallinckrodt UK has elected to so participate in the defense of any Tax liability hereunder of LaserClaim, may not settle or compromise any such Tax Claim that it controls pursuant to this Section 2.5(e)(iii) without the prior written consent of LaserMallinckrodt UK’s consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall keep Mallinckrodt UK timely informed with respect to the status and nature of any such Tax Claims. (biv) Parent Holdings or LaserTo the extent there is a conflict between the provisions of this Section 2.5(e), as on the case may beone hand, shall promptly notify and the provisions of Sections 9.3 and 9.4, on the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With hand, with respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress provisions of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 2.5(e) shall be construed as limiting any party's right to indemnification under Section 9.1govern.

Tax Claims. (ai) In The Stockholder Representative will have the case right to control (at the sole cost and expense of the Company Securityholders) the conduct, defense and settlement, compromise or other disposition of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, Claim relating solely to items Taxes for which Laser is liable pursuant the Company Securityholders would be obligated to this Agreementindemnify the Purchaser Indemnified Persons under Section 10.1, which Taxes relate to a Tax period ending on or before the Closing Date and would not reasonably be expected to result in Damages in excess of the funds then remaining in the Indemnification Escrow Account; provided that, the Stockholder Representative will promptly notify Purchaser of its intent to control such Tax Claim, and Parent Holdings shall be entitled to control every other portion the extent the Stockholder Representative controls such Tax Claim, the Stockholder Representative (1) must promptly notify Purchaser of such Tax Claim and keep Purchaser reasonably informed of all developments in such Tax Claim, (2) must afford Purchaser the reasonable opportunity to participate (at its sole cost and expense) in the conduct and resolution of such Tax Proceeding; providedClaim, however(3) must conduct the defense actively and diligently, that neither Parent Holdings nor any of its Affiliates shall settle and (4) may not settle, compromise or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserPurchaser, which such consent shall not to be unreasonably withheld, conditioned or delayed. Parent Holdings In the event that any of the conditions in clauses (1) through (4) of this Section 7.4(f)(i) is or becomes unsatisfied, (A) Purchaser or a Purchaser Affiliate may control the defense, and consent to the entry of any judgment or enter into any settlement, in any manner that they reasonably may deem appropriate, with the prior consent of the Stockholder Representative, such consent not to be unreasonably withheld, conditioned or delayed, (B) the Company Securityholders shall be entitled reimburse Purchaser promptly and periodically for the costs of such defense (including reasonable attorneys’ fees and expenses), and (C) Purchaser’s assumption of control over the Tax Claim shall not affect its rights to indemnification pursuant to Section 10.1 and Section 7.4(k). (ii) Purchaser shall have the right to control the Pre-Closing Period portion conduct, defense and settlement, compromise or other disposition of any Tax Claim that (1) does not relate solely to a Tax Proceeding relating to a Straddle Period Tax Return, period ending on or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide(2) that relates solely to a Tax period ending on or before the Closing Date but with respect to which the Stockholder Representative did not elect to control pursuant to Section 7.4(f); providedprovided that (A) with respect to a Tax Claim relating to a Straddle Period, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall Purchaser must promptly notify the other party in writing Stockholder Representative of any tax claim that could result in liability of the other party under this Agreement (a "such Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) Claim and must keep the other party Stockholder Representative reasonably informed as to the progress of all developments in such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (vB) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Straddle Period or relating solely to a Tax period ending on or before the Closing Period for Date but with respect to which Laser is or may be liable the Stockholder Representative did not elect to control pursuant to Section 7.4(f), Purchaser must (i) must afford the Stockholder Representative the reasonable opportunity to participate (at the sole cost and expense of the Company Securityholders) in the conduct and resolution of such Tax Claim, (ii) must conduct the defense actively and diligently, and (iii) may not settle, compromise or otherwise dispose of such Tax Claim without the prior written consent of the Stockholder Representative, such consent not to be unreasonably withheld, conditioned or delayed. (iii) Notwithstanding anything in this AgreementSection 7.4(f) to the contrary, Parent Holdings the Stockholder Representative shall not be entitled to participate in or control any proceeding related to a Tax Claim, which proceeding involves in whole or in part any Taxes of, or a Tax Return of, the consolidated, unitary or combined group including Purchaser (or any of its Affiliates member thereof other than an Amtrol Company); provided that (1) in such event Purchaser shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate keep the Stockholder Representative fully informed and consult with the Internal Revenue Service or the appropriate state, local or foreign taxing authority Stockholder Representative with respect to such Tax Claim, and (2) Purchaser may not settle, compromise or otherwise dispose of such Tax Claim (to the extent that such claim relates to the Amtrol Companies) if indemnification is to be sought hereunder without the prior written consent of the Stockholder Representative, such consent not to be unreasonably withheld, conditioned or delayed. (civ) Nothing contained Notwithstanding anything in Article X to the contrary, this Section 9.3 shall be construed as limiting any party's right to indemnification under 7.4(f), and not Section 9.110.4, will govern the conduct of Tax Claims.

Tax Claims. (a) In Buyer shall promptly notify PSC in writing of the case commencement of any audit or examination of any income Tax Return of the Acquired Companies for any Pre-Closing Tax Period on or before the Closing Date and any other proposed change or adjustment, claim, dispute, arbitration or litigation that, if sustained, would reasonably be expected to give rise to a claim for indemnification in respect of Taxes under this Agreement (a “Tax Claim”). Such notice shall describe the asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any Taxing Authority in respect of any such asserted Tax Claim. At PSC’s sole expense, PSC shall have the right to control any Tax Claims in the Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combinedexamination, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceedingand settlement stage and, if anynot settled, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceedingin any further contest; provided, however, that neither Parent Holdings nor any PSC shall inform Buyer of its Affiliates the status and progress of such Tax Claim and Buyer shall settle or otherwise dispose of any issue have the right to participate in any such audit examination or other proceeding. PSC may not settle any Tax Proceeding that could materially affect Claim (either at the Tax liability hereunder of Laser, audit or examination stage or thereafter) without the prior written first obtaining Buyer’s consent of Laser, (which consent shall not be unreasonably withheld, conditioned or delayed). Parent Holdings shall be entitled In the event that PSC does not exercise its right to control the Pre-Closing Period portion of a any Tax Proceeding relating to a Straddle Period Claim, Buyer shall control such Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither Parent Holdings nor any Buyer shall inform PSC of its Affiliates shall settle or otherwise dispose the status and progress of any issue in any such Tax Proceeding that could materially affect Claim and PSC will have the opportunity to participate in such Tax liability hereunder of Laser, Claim at its expense. Buyer shall not settle any Tax Claim (either at the audit or examination stage or thereafter) without the prior first obtaining PSC’s written consent of Laser, (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In If a party (the case "indemnified party") receives any written notice of deficiency, claim or adjustment or other written notice from a Tax Authority that may result in the indemnified party being entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving an audit proceeding, audit inquiry, information request, suit, action, contest or similar claim made by any Tax audit, examination or judicial or administrative proceeding Authority (a "Tax ProceedingClaim") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. such indemnified party shall notify the indemnifying party in writing (or any predecessor or successor thereto), Laser shall be entitled to control the portion and in reasonable detail) of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion Claim within 10 business days after such indemnified party receives notice or otherwise becomes aware of the existence of the Tax ProceedingClaim; provided, however, that neither Parent Holdings nor any failure to give such notification shall not affect the indemnification provided under this Agreement, except to the extent the indemnifying party shall have been materially and adversely prejudiced as a result of its Affiliates such failure. Thereafter, the indemnified party shall settle or otherwise dispose keep the indemnifying party apprised of the status of any issue in any such Tax Proceeding that could materially affect investigation or audit and deliver to the indemnifying party, within five business days' time after the indemnified party's receipt thereof, copies of all notices and documents received by the indemnified party related to the Tax liability hereunder Claim. New Ashland Inc. undertakes and agrees that it will keep Marathon reasonably informed of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose existence and progress of any issue in any such Tax Proceeding audit or other proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating relates to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimwhich Marathon could be liable as a successor, under Treasury Regulation Section 1.1502-6, or otherwise. (cii) Nothing contained If any party receives a written notice from a Tax Authority that may result in an adjustment in the amount of the Specified Liability Deductions for a taxable year as a result of an audit of the New Ashland Inc. Affiliated Group or the Marathon Affiliated Group, then for purposes of this Section 9.3 TMA, such audit and related proceeding, to the extent they concern the amount of the Specified Liability Deductions claimed or capable of being claimed by Marathon or the Marathon Group as successor to HoldCo, shall be construed treated as limiting a Tax Claim with respect to which Marathon is the indemnified party and New Ashland Inc. is the indemnifying party, provided, however, that the resolution of such issues shall not preclude Marathon from compromising or settling any party's other issues in its Tax Returns administratively with any Tax Authority and Marathon shall have the right to indemnification under Section 9.1determine in its sole reasonable discretion the appropriate forum and location of any judicial proceeding with respect to Specified Liability Deductions.

Tax Claims. Vodafone shall, solely at its own cost and expense, have the right to control all Tax proceedings (a) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") and make all decisions relating to such Tax proceedings) involving a combined, consolidated Tax Claim with respect to the Sold Entities for any taxable period ending on or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control before the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClosing Date; provided, howeverthat Vodafone must provide Verizon with written notice of its election to control such Tax Claim within twenty (20) days of Verizon (or a Tax Authority) notifying Vodafone of such Tax Claim; and provided, further, that neither Parent Holdings nor any of its Affiliates Vodafone shall settle not settle, compromise or otherwise dispose of any issue in abandon any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, proceeding without the prior written consent of Laser, Verizon (which consent shall not be unreasonably withheld) if such settlement, compromise or abandonment would reasonably be expected to have an adverse effect on Verizon or any of its Subsidiaries (including, after the Closing, the Sold Entities) that is material. Parent Holdings Vodafone shall be entitled keep Verizon reasonably informed with respect to control the Pre-Closing Period portion commencement, status and substantive aspects of any such Tax proceeding. If Verizon receives notice of a Tax Proceeding relating Claim, Verizon shall give notice to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, Vodafone in writing of Holdings or Worldwidesuch claim; provided, however, that neither Parent Holdings nor any no failure or delay by Verizon to give notice of its Affiliates a Tax Claim shall settle reduce or otherwise dispose affect the obligation of Vodafone hereunder except to the extent Vodafone is actually prejudiced thereby. In the case of a Tax proceeding of or with respect to the Sold Entities for any issue in any Straddle Period, the Controlling Party (defined below) shall have the right and obligation to conduct, at its own expense, such Tax Proceeding proceeding; provided, however, that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party Controlling Party shall provide the opportunity to review itNon-Controlling Party (defined below) with a timely and reasonably detailed account of each stage of such Tax proceeding, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection Controlling Party shall consult with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with Non-Controlling Party before taking any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any significant action or make any representations in connection with such Tax Claim proceeding, (iii) the Controlling Party shall consult with respect the Non-Controlling Party and offer the Non-Controlling Party an opportunity to issues affecting comment before submitting any written materials prepared or furnished in connection with such Tax proceeding, (iv) the other party's indemnity hereunder. With respect to any Controlling Party shall defend such Tax Claim relating to a Preproceeding diligently and in good faith as if it were the only party in interest in connection with such Tax proceeding, (v) the Non-Closing Period for which Laser is or may Controlling Party shall be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully participate in such Tax proceeding and attend any meetings or conferences with the Internal Revenue Service relevant Taxing Authority, and (vi) the Controlling Party shall not settle, compromise or the appropriate state, local or foreign taxing authority with respect to abandon any such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.proceeding without obtaining the prior written

Tax Claims. (a) In Purchaser agrees to give written notice to the case Stockholder Representative of the receipt of any Tax auditwritten notice by the Surviving Corporation, examination Purchaser or judicial any of Purchaser's Affiliates which involves the assertion of any claim, or administrative proceeding the commencement of any action, in respect of which an indemnity may be sought by Purchaser (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent failure to comply with this provision shall not be unreasonably withheldaffect Purchaser’s right to indemnification hereunder except to the extent the Company Stockholders were actually and materially prejudiced as a result thereof. Parent Holdings Purchaser shall be entitled to control the Pre-Closing Period portion contest or resolution of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for Tax Period; provided, however, that (i) Purchaser shall keep the Stockholder Representative reasonably informed of the progress of any such Tax Claim and (ii) the Stockholder Representative shall have the right to participate in the defense of any such Tax Claim with separate counsel of their choosing at the Stockholder Representative’s sole cost and expense. Purchaser shall obtain the prior written consent of the Stockholder Representative (which Laser is consent shall not be unreasonably withheld, conditioned or may delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim. If Purchaser fails to, or does not elect to, timely exercise control over the contest or resolution of any such Tax Claim, the Stockholder Representative shall have the right to control the contest or resolution of such Tax Claim; provided, however, that Purchaser shall have the right, but not the obligation, to participate in such defense with separate counsel of its choosing at its sole cost and expense. The Stockholder Representative shall obtain the prior written consent of the Purchaser (which consent shall not be liable unreasonably withheld, conditioned or delayed) before entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim. Notwithstanding anything herein to the contrary, but subject to the Tax Matters Agreement, the obligations of the Surviving Corporation and Purchaser pursuant to this AgreementSection 8.14(h) shall expire at the time the Indemnity Share Amount is reduced to zero (including pursuant to Sections 11.1(b) or 11.2); provided, Parent Holdings or any of its Affiliates however, that such obligations shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority not expire with respect to such Tax Claimany actions or filings that would reasonably be expected to adversely affect the Company Stockholders. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In If either Party receives a notice of a Tax Claim relating to the case Purchased Assets or a Purchased Subsidiary which could reasonably impact the Taxes or Tax position of the other Party, the receiving Party shall notify the other Party within fifteen (15) days of receipt of such notice, provided that, failure to timely provide such notice shall not affect the right of the receiving Party to indemnification hereunder, except to the extent the indemnifying Party is materially prejudiced by such delay or omission. (b) With respect to any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating Claim that could reasonably be expected to give rise to a combinedLiability for Taxes for which one Party has sole liability (determined with and without regard to the indemnity provisions in this Agreement), consolidated or unitary such Party shall have sole control of the conduct and defense of such Tax Return Claim (including selection of counsel) at its own expense. With respect to any other Tax Claim, the Party that includes Mafco Holdings Inc. would have (or any predecessor or successor thereto), Laser whose Affiliate would have) primary liability with respect to the Tax Claim under applicable Law shall be entitled to control the portion conduct and defense of the such Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim (without limiting either Party’s rights under Article X); provided, however, that neither Parent Holdings nor any if the Party with primary liability notifies the other party above of its Affiliates intent to claim indemnification with respect to such Tax Claim then such other Party may control the conduct and defense of such Tax Claim (without limiting either Party’s rights under Article X) upon notice to the Party with primary liability within fifteen (15) days of receipt of the notice described in clause (a), provided that the Party with primary liability shall have the right to employ separate counsel and to participate in such Tax Claim, but the fees and expenses of such counsel shall be at the expense of such Party. The Party controlling a Tax Claim described in clause (a) above shall not settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other Party, which consent shall not be unreasonably withheld. Parent Holdings shall , delayed or conditioned, if such settlement would reasonably be entitled expected to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially adversely affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldother Party or its Affiliates. (bc) Parent Holdings or LaserFor the avoidance of doubt, as the case may be, Seller shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to have complete control over any Tax Claim relating involving Taxes of the Seller Group (including if attributable to a Pre-Closing Period for which Laser is or may be liable pursuant the Purchased Subsidiaries), unless and until the applicable Taxing Authority has affirmatively sought to this Agreement, Parent Holdings impose the underlying Tax Claim on Buyer or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with including the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimPurchased Subsidiaries). (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of If a claim is made by any Tax auditauthority which, examination or judicial or administrative proceeding (a "Tax Proceeding") relating if successful, is likely to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (result in an indemnity payment to Buyer or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable its Affiliates pursuant to this Agreement, Buyer shall notify Seller or Parent (as applicable) of such claim (a "Tax Claim") as provided in Section 6.3(d), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Seller or Parent Holdings shall be entitled from any liability which it may have on account of this indemnification or otherwise, except to the extent that Seller or Parent is prejudiced thereby. Seller and/or Parent will have the right, at its option, upon notice to Buyer, to assume control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in defense of any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of Claim (other than a Tax Proceeding Claim relating solely to a Straddle Period Tax Return, Taxes of RIH or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or LaserNew Pier, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (for a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding Straddle Period) with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferencescounsel; provided, meetings or proceedings with any taxing authority in which the indemnified however, such counsel is reasonably satisfactory to Buyer. Seller's and/or Parent's right to control a Tax Claim is will be limited to amounts in dispute which would be paid by Seller and/or Parent or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may Seller and/or Parent would be liable pursuant to this Agreement, Parent Holdings or any . Costs of its Affiliates shall either file (or cause such Tax Claims are to be filedborne by Seller and/or Parent unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. Buyer, RIH and New Pier (as the case may be) submissions at Lasershall cooperate with Seller and/or Parent in contesting any Tax Claim, which cooperation shall include the retention and, upon Seller's direction and/or Parent's request, the provision of records and information which are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information or appoint explanation of any material provided hereunder. Notwithstanding the foregoing, Seller and/or Parent shall neither consent nor agree (nor, prior to the Closing, cause RIH or cause New Pier to be appointedconsent or agree) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority settlement of any Tax Claim with respect to such any liability for Taxes that may affect the liability for any state or federal income tax of RIH or New Pier or any affiliated group (as defined in Section 1504(a) of the Code) of which RIH or New Pier is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). None of Seller, Parent, and any entity related to Seller or Parent shall file an amended Tax Claim. Return that will affect the liability for Taxes of RIH or New Pier without the prior written consent of Buyer (c) Nothing contained which consent shall not be unreasonably withheld or delayed). Buyer and Seller and/or Parent shall jointly control all proceedings taken in connection with any claims for Taxes relating to a Straddle Period of RIH or New Pier. To the extent that any of the provisions of this Section 9.3 10.3(c) conflict with any of the provisions of Section 10.3(a), this Section 10.3(c) shall be construed as limiting any party's right to indemnification under Section 9.1prevail.

Tax Claims. (a) In the case of If a claim is made by any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceedingauthority which, if anysuccessful, relating solely is likely to items for which Laser is liable pursuant result in an indemnity payment to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor Purchaser or any of its Affiliates pursuant to this Article X, the Purchaser shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing Seller of any tax such claim that could result in liability of the other party under this Agreement (a "Tax Claim"), stating the nature and basis of such claim and the amount thereof, to the extent known. With respect Failure to give such notice shall not relieve the Seller from any liability which it may have on account of this indemnification or otherwise, except to the extent that the Seller is materially prejudiced thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume control of any defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period) with its own counsel, provided, however, such counsel is reasonable satisfactory to the Purchaser. The Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Seller or for which the Seller would be liable pursuant to this Article X. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. The Purchaser and the Company shall cooperate with the Seller in contesting any Tax Claim, which cooperation shall include the party controlling retention and, upon the Seller's request, the provision of records and information which are reasonably relevant to such Tax Proceeding with respect thereto Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, the Seller shall neither consent nor agree (inor cause the Company to consent or agree) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress settlement of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting any liability for Taxes that may affect the other party's indemnity hereunderliability for any state or federal income tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of the Purchaser, and neither the Seller, nor any Seller Entity, shall file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of the Purchaser. With respect to The Purchaser and the Seller shall jointly control all proceedings taken in connection with any Tax Claim claims for Taxes relating solely to a Pre-Closing Straddle Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimCompany. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. If, subsequent to the Closing, any of Acquiror, the Company or the Securityholders’ Representative Committee receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder (aa “Tax Claim”), then within seven (7) In days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative Committee, as the case may be, shall give written notice of such Tax Claim to the other Parties. The Securityholders’ Representative Committee shall have the right to control the conduct and resolution of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") Claim relating to a combined, consolidated or unitary Pre-Closing Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingPeriod; provided, however, that neither Parent Holdings nor any if the resolution of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially Claim (or any portion thereof) may affect the Taxes or tax attributes of the Company for a post-Closing tax period, then Acquiror shall control the conduct and resolution of such Tax liability hereunder Claim (or portion thereof) and the Securityholders’ Representative Committee shall have the right to participate in the defense of Lasersuch Tax Claim, and Acquiror shall not settle such Tax Claim without the prior written consent of Laserthe Securityholders’ Representative Committee, which consent shall not be unreasonably withheld. Parent Holdings The Securityholders’ Representative Committee and Acquiror shall be entitled jointly control the conduct and resolution of any Tax Claim relating to a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”). If the Securityholders’ Representative Committee elects not to control the Pre-Closing Period portion conduct and resolution of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for Tax Period, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Securityholders’ Representative Committee shall notify Acquiror in writing and Acquiror shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Acquiror shall keep the Securityholders’ Representative Committee informed of all developments on a timely basis and Acquiror shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Company Securityholders’ indemnification obligations under this Agreement without Securityholders’ Representative Committee’s written consent, which Laser is or may shall not be liable unreasonably withheld. With respect to any Tax Claim actually controlled by the Securityholders’ Representative Committee pursuant to this Agreementparagraph, Parent Holdings or the Securityholders’ Representative Committee shall keep Acquiror informed of all developments on a timely basis and Securityholders’ Representative Committee shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons without Acquiror’s written consent, which shall not be unreasonably withheld. Each Party shall bear its own costs incurred in participating in any of its Affiliates shall either file (or cause proceeding relating to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such any Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case of If any audit, assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim is commenced, proposed or made by any Tax auditauthority that, examination or judicial or administrative proceeding if successful, could result in indemnification of Buyer Indemnitees pursuant to Section 9(a) (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser then Buyer shall be entitled promptly notify Seller and transmit to Seller a written notice describing in reasonable detail the nature of the Tax Claim and all related information in connection with such Tax Claim. Failure to promptly provide such notice shall not affect the right of Buyer Indemnitees to indemnification hereunder, except and only to the extent Seller is prejudiced by such delay or omission. Seller shall notify Buyer that Seller elects to control the portion Tax Claim at its own cost and expense in all appropriate Tax Proceedings. Notwithstanding anything to the contrary contained in this Section 9(f), if either (A) Seller (1) fails to properly notify Buyer that Seller elects to control the Tax Claim pursuant to the preceding sentence, or (2) after commencing or undertaking any such defense or settlement, fails to prosecute or withdraw from such defense or settlement or (B) the Tax Claim involves a Straddle Period, then Buyer shall have the right to control the Tax Claim in all appropriate Tax Proceedings and Buyer Indemnitees shall have the right to be reimbursed by Seller for their reasonable out-of-pocket costs and expenses relating to the control of the Tax ProceedingClaim; provided that with respect to any portion of a Tax Claim that relates to a Straddle Period, if any, relating solely Seller shall be required to items reimburse Buyer Indemnitees only for which Laser is liable their pro rata share of such reasonable out-of-pocket costs and expenses. The party controlling the Tax Claim pursuant to this Agreement, and Parent Holdings Section 9(f) is hereinafter referred to as the “Controlling Party.” (ii) The Controlling Party shall defend the Tax Claim in good faith with counsel of its own choosing (who shall be entitled reasonably satisfactory to the other Party) and have full control every other portion of such defense and proceedings, including any compromise or settlement thereof; provided that the Tax Proceeding; provided, however, that neither Parent Holdings nor Controlling Party shall not enter into any of its Affiliates shall settle settlement agreement or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings The other Party shall be entitled to control have the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without right with the prior written consent of Laserthe Controlling Party, which consent shall not to be unreasonably withheld. (b) Parent Holdings , to attend meetings, participate in hearings or Laser, as the case may be, shall promptly notify the other party in writing of proceedings and review and comment on any tax claim documents prior to their submission that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect relate to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense or settlement of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any controlled by the Controlling Party and shall bear its own costs and expenses of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimparticipation. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. If, subsequent to the Closing, any of Acquiror, the Company or the Securityholders’ Representative Committee receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder (aa “Tax Claim”), then within seven (7) In days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative Committee, as the case may be, shall give written notice of such Tax Claim to the other Parties. The Securityholders’ Representative Committee shall have the right to control the conduct and resolution of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") Claim relating to a combined, consolidated or unitary Pre-Closing Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingPeriod; provided, however, that neither Parent Holdings nor any if the resolution of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially Claim (or any portion thereof) may affect the Taxes or tax attributes of the Company for a post-Closing tax period, then Acquiror shall control the conduct and resolution of such Tax liability hereunder Claim (or portion thereof) and the Securityholders’ Representative Committee shall have the right to participate in the defense of Lasersuch Tax Claim, and Acquiror shall not settle such Tax Claim without the prior written consent of Laserthe Securityholders’ Representative Committee, which consent shall not be unreasonably withheld. Parent Holdings The Securityholders’ Representative Committee and Acquiror shall be entitled jointly control the conduct * Confidential treatment requested. and resolution of any Tax Claim relating to a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”). If the Securityholders’ Representative Committee elects not to control the Pre-Closing Period portion conduct and resolution of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for Tax Period, or to participate in the conduct and resolution of any Tax Claim relating to a Straddle Period, the Securityholders’ Representative Committee shall notify Acquiror in writing and Acquiror shall have the right to control the conduct and resolution of such Tax Claim; provided, however, that Acquiror shall keep the Securityholders’ Representative Committee informed of all developments on a timely basis and Acquiror shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Company Securityholders’ indemnification obligations under this Agreement without Securityholders’ Representative Committee’s written consent, which Laser is or may shall not be liable unreasonably withheld. With respect to any Tax Claim actually controlled by the Securityholders’ Representative Committee pursuant to this Agreementparagraph, Parent Holdings or the Securityholders’ Representative Committee shall keep Acquiror informed of all developments on a timely basis and Securityholders’ Representative Committee shall not resolve such Tax Claim in a manner that would reasonably be expected to have an adverse impact on the Indemnifying Persons without Acquiror’s written consent, which shall not be unreasonably withheld. Each Party shall bear its own costs incurred in participating in any of its Affiliates shall either file (or cause proceeding relating to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such any Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In If any Taxing Authority asserts a Tax Claim, then the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant party to this Agreement, and Parent Holdings shall be entitled Agreement first receiving written notice of such Tax Claim promptly will provide written notice thereof to control every the other portion of the Tax Proceedingparty; provided, however, that neither Parent Holdings nor the failure of such party to give such prompt notice will not relieve the other party of any of its Affiliates shall settle or otherwise dispose obligations under this Section 6.12, except to the extent that the other party is prejudiced by such failure. Such notice will specify in reasonable detail the basis for such Tax Claim and will include a copy of the relevant portion of any issue in correspondence received from the Taxing Authority. In addition, Buyer agrees to promptly provide to Seller any such notices or written inquiries received from a Taxing Authority that pertain to a Consolidated Tax Return. (ii) Seller will have the right (but not the obligation) to control (including the selection of counsel) at its own expense any Tax Proceeding that could materially affect with respect to the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return Company for a Pre-Closing Period ending taxable period that ends on or before the Closing Date. Buyer will control (including selection of counsel) (x) at its own expense any Tax Proceeding with respect to the Company for a Straddle Period or Post-Closing Period, of Holdings and, (y) at Seller’s expense, any Tax Proceeding with respect to the Company for a taxable period that ends on or Worldwide; provided, however, before the Closing Date that neither Parent Holdings nor any of Seller decides not to control (and conveys its Affiliates shall settle or otherwise dispose of any issue in any decision not to so control such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party to Buyer in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"writing). With respect to any Tax ClaimProceeding for a taxable period that ends on or before the Closing Date and is controlled by Buyer, the party controlling the Tax Proceeding with respect thereto shall (i) not make or any submission to any taxing authority without offering the other party the opportunity to review itStraddle Period, (iiA) keep the other controlling party informed as to will provide the progress non-controlling party with a timely and reasonably detailed account of each stage of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (ivB) permit the other controlling party to participate (at its own expense) in all conferences, meetings or proceedings will consult with the non-controlling party before taking any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any significant action or make any representations in connection with such Tax Claim Proceeding, (C) the controlling party will consult with respect the non-controlling party before submitting any significant written materials prepared or furnished in connection with such Tax Proceeding, (D) the controlling party will defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (E) the non-controlling party will be entitled to issues affecting participate in such Tax Proceeding and attend and participate in any meetings, calls or conferences with the other relevant Taxing Authority and (F) the controlling party will not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the non-controlling party's indemnity hereunder. With respect , which consent will not be unreasonably withheld, conditioned or delayed, if such settlement, compromise or abandonment would give rise to any Tax Claim relating to a Pre-Closing Period for which Laser is liability or may be liable indemnification obligation of the other party pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In If after the case Closing, the Purchaser receives notice of a proposed assessment or the commencement of any Tax audit, examination audit or administrative or judicial proceeding or administrative proceeding of any demand or claim on the Purchaser, its Affiliates or the Acquired Companies (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control the portion of the Tax Proceedingwhich, if anydetermined adversely to the taxpayer or after the lapse of time, relating solely to items could be grounds for which Laser is liable pursuant to this Agreementindemnification by the Parent under Section 7.02, and the Purchaser shall give the Parent Holdings shall be entitled to control every other portion notice of the such Tax ProceedingClaim within thirty (30) days of receipt of such notice; provided, however, that neither the failure to provide such notice shall not release the Parent Holdings nor from any of its obligations under this Article VII except to the extent that such failure results in a detriment to the Parent, and shall not relieve the Parent from any other Liability that it may have to Purchaser, its Affiliates or the Acquired Companies other than under this Article VII. The Parent shall be entitled to assume and control the defense of such Tax Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Purchaser within fifteen (15) days of the receipt of such notice from the Purchaser. If the Parent elects to undertake any such defense against a Tax Claim, the Purchaser may participate in such defense at its own expense. The Purchaser shall cooperate with the Parent in such defense and make available to the Parent, at the Parent’s expense, all witnesses, pertinent records, materials and information in the Purchaser or its Acquired Companies’ possession or under the Purchaser or Acquired Companies’ control relating thereto as is reasonably required by the Parent. If the Parent elects to direct the defense of any such Tax Claim, the Purchaser shall not pay, or permit to be paid, any part of such Tax Claim unless the Parent consents in writing to such payment or unless the Parent withdraws from the defense of such Tax Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Parent is entered against the Purchaser or the Acquired Companies for such Tax Claim. If Parent has elected not to assume and control the defense of a Tax Claim, and Purchaser assumes the defense of any such Tax Claim and proposes to settle such Tax Claim prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Parent prompt written notice thereof and the Parent shall have the right, at its expense, to participate in the settlement or assume or reassume the defense of such claims or proceeding. (b) If after the Closing, the Parent receives notice of a proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on Parent or its Affiliates relating to inclusion in a combined, consolidated or group Tax Return of Parent or any of its Affiliates shall settle of items of income, gain, loss deduction or otherwise dispose credit relating to any of any issue in any such the Acquired Companies (a “Combined Tax Proceeding that could materially affect Claim”), the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to assume and control the Pre-Closing Period portion defense of a such Tax Proceeding Claim at its expense and through counsel of its choice and the Purchaser shall cooperate with the Parent in such defense and make available to the Parent, at the Parent’s expense, all witnesses, pertinent records, materials and information in the Purchaser or its Acquired Companies’ possession or under the Purchaser or Acquired Companies’ control relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before thereto as is reasonably required by the Closing Date, of Holdings or WorldwideParent; provided, however, that neither the Parent Holdings nor any shall give notice of such Combined Tax Claim to Purchaser within thirty (30) days of receipt of such notice. If Purchaser determines a settlement or final determination of such Combined Tax Claim might adversely affect Purchaser, its Affiliates or any Acquired Company after Closing, the Parent shall permit Purchaser to participate in the defense of such Combined Tax Claim and shall not settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserPurchaser, which consent shall not be unreasonably withheld. (bc) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to Straddle Periods, the Parent may elect to direct and control, through counsel of its own choosing, any Tax Claim involving any asserted Tax liability with respect to which indemnity may be sought from the Parent pursuant to Section 7.02. If the Parent elects to direct a Tax Claim, the party controlling Parent shall within 90 days of receipt of the notice of asserted Tax Proceeding with respect thereto liability notify the Purchaser of its intent to do so, and the Purchaser shall (i) not make any submission cooperate and shall cause the Acquired Companies to any taxing authority without offering fully cooperate, at the other party the opportunity to review itParent’s expense, (ii) keep the other party informed as to the progress in each phase of such Tax Claim, (iii) provide . If the other party with any information that it receives in connection with Parent elects not to direct the Tax ProceedingClaim, the Purchaser may assume control of such Tax Claim (iv) permit at the other party Purchaser’s expense). However, in such case, none of the Purchaser or any Acquired Company may settle or compromise any asserted liability without prior written consent of the Parent; provided, however, that consent to participate (settlement or compromise shall not be unreasonably withheld. In any event, the Parent may participate, at its own expense) , in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (cd) Nothing contained The Purchaser and the Parent agree to cooperate, and the Purchaser agrees to cause the Acquired Companies to cooperate, in this Section 9.3 shall be construed as limiting the defense against or compromise of any party's right to indemnification under Section 9.1claim in any Tax Claim.

Tax Claims. If any Governmental Authority issues to any member of the Company Group (ai) In a written notice of its intent to audit, examine, or conduct a proceeding with respect to Taxes or Tax Returns of a member of the case Company Group for any period beginning prior to the Closing Date or (ii) a written notice of deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns for any period beginning prior to the Closing Date, Parent or the Company shall notify the Shareholders’ Representative of the receipt of such communication within ten (10) calendar days after receiving such notice (a “Tax Claim”) (but in no event later than three Business Days prior to the expiration of any period prescribed for responding or otherwise taking action with respect to such Tax audit, examination Claim). No failure or judicial delay of Parent or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion Company in the performance of the Tax Proceeding, if any, relating solely to items for which Laser is liable foregoing shall reduce or otherwise affect the obligations or liabilities of the Shareholders pursuant to this Agreement, except to the extent that such failure precludes the Shareholders or any member of the Company Group from defending against any liability or claim for Taxes that the Shareholders are obligated to pay hereunder. Notwithstanding anything herein to the contrary, including Section 9.3, Parent shall control the conduct and Parent Holdings shall resolution of any Tax Claim, provided that (w) Shareholders’ Representative will be entitled to control every other portion participate fully in the defense of such Tax Claim at the expense of the Tax Proceeding; providedShareholders, however, that neither Parent Holdings nor any and to employ counsel of its Affiliates choice for such purpose at the Shareholders’ expense, (x) Parent and the Company Group shall provide Shareholders’ Representative with copies of all written communications relating to the Tax Claim, (y) Parent and the Company shall keep Shareholders’ Representative informed regarding the progress of any Tax Claim and consult with Shareholders’ Representative with respect to any issues relating to such Tax Claim if such Tax Claim relates to Taxes for which the Shareholders are liable under this Agreement and (z) Parent and the Company shall not settle or otherwise dispose of resolve any Tax Claim (or any issue in any raised with respect to such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim) if such settlement or other resolution relates to Taxes for which Shareholders are liable under this Agreement without the prior written consent of Laserthe Shareholders’ Representative, which such consent shall not to be unreasonably withheld, delayed or conditioned. Parent Holdings For the avoidance of doubt (but not in limitation of other reasonable bases for the failure of the Shareholders’ Representative to consent to a proposed settlement or resolution of a particular Tax Claim), the failure of the Shareholders’ Representative to consent to any proposed settlement or resolution that would result in a payment to a Governmental Authority for which the Shareholders would be liable for indemnification under Article IX in preference to a bona fide written alternative proposed settlement or resolution that would result in a payment to such Governmental Authority of an equal or lesser amount for which the Shareholders would not be liable for indemnification under Article IX shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withhelddeemed reasonable. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In Except as provided in this ‎Section 8.03(d), the case of Sellers shall, solely at their cost and expense, represent the Acquired Companies’ interests in any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") Proceeding relating to a combined, consolidated or unitary Pre-Closing Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items Period for which Laser is liable a claim for indemnification pursuant to this Agreement‎Section 8.02 could be made (collectively, and Parent Holdings shall be entitled to control every other portion of the a “Tax ProceedingClaim”); provided, however, that neither Parent Holdings nor (x) the Purchaser shall have the right to review all written submissions to the relevant Taxing Authority and the Sellers shall reasonably consider any comments promptly provided to the Sellers by the Purchaser with respect to such submissions, (y) the Sellers shall keep the Purchaser fully informed of its Affiliates shall settle or otherwise dispose all aspects of any issue in any such Tax Proceeding Claim, including advising the Purchaser of all meetings and discussions with the relevant Taxing Authority with reasonable advanced notice so that could materially affect the Purchaser can attend all such discussions (it being understood and agreed that the Purchaser’s attendance must be acceptable to the Taxing Authority and that the Purchaser shall be an observer and not a participant), and shall reasonably respond to any request for information or update from the Purchaser related to any Tax liability hereunder Claim and (z) the Sellers shall first consult in good faith with the Purchaser before taking any action with respect to the conduct of Laser, such Tax Claim which action would be binding on any Acquired Company and the Sellers shall not settle such Tax Claim without the prior written consent of Laserthe Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and the Purchaser shall communicate to the Sellers whether the Purchaser is providing or withholding consent no later than three (3) Business Days following receipt of notice from the Sellers of such proposed settlement. Parent Holdings If the Purchaser reasonably determines that the proposed resolution of such Tax Claim (the “Proposed Settlement”) could have a materially adverse effect on the Purchaser or the Acquired Companies in a Post-Closing Tax Period, the Purchaser may withhold its consent to such settlement. If the Purchaser refuses to consent to the Proposed Settlement, any indemnification obligations of the Indemnifying Party with respect to such Tax Claim shall be entitled limited to the amount for which the Indemnifying Party would have been obligated to indemnify the Indemnified Party had such Proposed Settlement been accepted and the Purchaser shall control such Tax Claim on a going forward basis (including by employing counsel of their choice, solely at their cost and expense) if the Purchaser’s refusal to consent includes (A) a statement that the Purchaser wishes to assume the defense on a going forward basis, (B) a written acknowledgement by the Purchaser that the Sellers’ obligation to indemnify is limited in the manner specified at the beginning of this sentence, and (C) instructions for the Sellers to deliver the information relevant to such Tax Claim to a party designated by the Purchaser to control such Tax Claim’s defense; provided that if the Proposed Settlement provides for (a) different tax treatment of any substantially identical items or transactions as between any Pre-Closing Tax Period and any Post-Closing Tax Period, (b) the shifting of any deductions or other tax benefits from a Post-Closing Tax Period to a Pre-Closing Tax Period, or (c) the shifting of any income or gain from a Pre-Closing Tax Period to a Post-Closing Tax Period and, in the case of any of (a), (b) or (c), the amount of Taxes due for the Pre-Closing Tax Period portion of a Tax Proceeding relating to a Straddle Period Tax Returnin the Proposed Settlement is lower than it would have otherwise been had the Proposed Settlement not included that different tax treatment or that shifting, or a Tax Return for a Pre-Closing Period ending before then the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent limitation on indemnification shall not be unreasonably withheld. (b) Parent Holdings or Laser, as triggered and the case may be, shall promptly notify Purchaser and the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto Sellers shall (i1) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of jointly represent their interests in such Tax Claim, (iii2) provide employ counsel of their mutual choice, (3) cooperate with the other party with any information that it receives and the other’s representatives in a prompt and timely manner in connection with the any such Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subjectClaim, and (v4) permit the mutually agree on any settlement or other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any disposition of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (ii) In the case of any Tax Claim with respect to a Straddle Period, after good faith consultation, the Parties will either seek to actually separate the Tax Proceeding into a Pre-Closing Tax Period Tax Proceeding and a Post-Closing Tax Period Tax Proceeding, with the Sellers controlling the Pre-Closing Tax Period Tax Proceeding and the Purchaser controlling the Post-Closing Tax Period Tax Proceeding, or the Sellers and the Purchaser will, if possible, separate control of the Tax Proceeding, with the Sellers controlling the Pre-Closing Tax Period portion and Purchaser controlling the Post-Closing Tax Period portion. If separation in either manner is not possible or the Parties otherwise agree, the Purchaser, on the one hand, and the Sellers, on the other hand, shall jointly represent their interests in such Tax Claim, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Claim. The Parties shall mutually agree on any settlement or other disposition of the Tax Claim involving a Straddle Period; provided that if the Sellers are in favor of a proposed resolution (the “Proposed Resolution”) and the Purchaser refuses to agree to the Proposed Resolution, the Purchaser shall control such Tax Claim on a going forward basis (solely at their cost and expense) and any indemnification obligations of the Sellers as an Indemnifying Party with respect to such Tax Claim shall be limited to the amount for which the Indemnifying Party would have been obligated to indemnify the Indemnified Party had such Proposed Resolution been accepted unless the Proposed Resolution provides for (a) different tax treatment of any substantially identical items or transactions as between any Pre-Closing Tax Period and any Post-Closing Tax Period, (b) the shifting of any deductions or other tax benefits from a Post-Closing Tax Period to a Pre-Closing Tax Period, or (c) Nothing contained the shifting of any income or gain from a Pre-Closing Tax Period to a Post-Closing Tax Period and, in this Section 9.3 the case of any of (a), (b) or (c), the amount of Taxes due for the Pre-Closing Tax Period in the Proposed Resolution is lower than it would have otherwise been had the Proposed Resolution not included that different tax treatment or that shifting, in which case control of the Tax Claim shall not shift and the limitation on indemnification shall not be triggered. (iii) In the event the Purchaser and the Sellers are unable to agree regarding any aspect of the conduct of any Tax Claim that they jointly control pursuant to the final clauses of either ‎Section 8.03(d)(i) or ‎(ii), the decision shall be construed made by the counsel employed to pursue such Tax Claim on the basis of counsel’s good faith judgment regarding the course of action that would produce resolution of such Tax Claim at the overall lowest present value of Taxes and costs to the Parties. During the period of any joint control of any Tax Claim pursuant to ‎Section 8.03(d)(i), the mutually chosen counsel’s fees and expenses shall be borne by the Purchaser and the Sellers in a fair and reasonable proportion on the basis of counsel’s good faith judgment. During the period of any joint control of any Tax Claim pursuant to ‎Section 8.03(d)(ii), the mutually chosen counsel’s fees and expenses shall be borne by the Purchaser and the Sellers in the same proportion as limiting the number of days in the Pre-Closing Tax Period and the Post-Closing Tax Period covered by such Straddle Period Tax Claim. (iv) If the defense or resolution of any party's right Tax Claim, except a Tax Claim with respect to indemnification under Section 9.1a Straddle Period, requires that all or a portion of the contested claim (or a bond in respect thereof) be paid as a jurisdictional prerequisite (related to Taxes or otherwise), the Sellers (at their sole cost and expense) shall advance the amount of such Taxes or the fee for such bond before such proceedings are initiated or otherwise provide applicable collateral to satisfy any such procedural requirement before such proceedings are initiated. If the defense or resolution of any Tax Claim with respect to a Straddle Period requires that all or a portion of the contested claim (or a bond in respect thereof) be paid as a jurisdictional prerequisite (related to Taxes or otherwise), the Sellers (at their sole cost and expense) shall advance the Sellers’ proportionate interest of the amount of such Taxes or the fee for such bond before such proceedings are initiated or otherwise provide applicable collateral to satisfy any such procedural requirement before such proceedings are initiated. Sellers’ proportionate interest of such jurisdictional prerequisite shall be the same proportion as such related Taxes are borne by the Sellers in accordance with ‎Section ‎8.03(d).

Tax Claims. (a) In the case Buyers will, as to any Taxes in respect of any Tax auditwhich Sellers have agreed to indemnify Buyer, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to its Representatives and Affiliates under this Agreement, promptly inform Sellers of, and Parent Holdings shall be entitled permit the participation of Sellers in any investigation, audit or other Tax Proceeding by or with a Governmental Body empowered to control every administer or enforce such Tax and will not consent to the settlement or final determination in such Tax Proceeding without the prior written consent of Sellers, except to the extent such Taxes are not subject to indemnification under this Article 5. (b) Buyers, on the one hand, and Sellers, on the other portion hand, will (i) use commercially reasonable efforts to keep the other advised as to the status of Tax audits and litigation involving any Taxes that could give rise to a liability of Sellers or Buyers under this Agreement (a “Tax Claim”), (ii) promptly furnish to the others copies of any inquiries or requests for information from any Governmental Body concerning any Tax ProceedingClaim, (iii) timely notify the other regarding any proposed written communication to any such Governmental Body with respect to such Tax Claim, (iv) promptly furnish to the other upon receipt a copy of information or document requests, a notice of proposed adjustment, revenue agent’s report or similar report or notice of deficiency together with all relevant documents, notices or reports, relating to any Tax Claim, (v) give the other and its or their accountants and counsel the reasonable opportunity to review and comment in advance on all written submissions, filings and any other information relevant to indemnifiable issues, and (vi) consider in good faith any suggestions made by the other and its or their accountants and counsel to submit documentation or attend those portions of any meetings or proceedings that relate to such proposed adjustment. Notwithstanding anything to the contrary in this Agreement, neither Sellers, on the one hand, nor Buyers, on the other hand, may take any Tax accounting position with respect to any Tax Claim or Tax Proceeding that is a change from a Permissible Method (which was contained in an originally filed Tax Return for a Tax period) to a different Permissible Method and that creates any additional Tax liability or other Adverse Consequences with respect to Tax matters for the other or their respective Affiliates in a subsequent Tax period; provided, however, that neither Parent Holdings nor this sentence will not apply with respect to those matters which are already specifically covered by this Agreement (including, for example, by Sections 4.11, 4.13, 4.14, and 4.15) and/or the other Transaction Documents; and provided, further, however, that the Buyers and Sellers will reasonably cooperate on a good faith basis to resolve any disputes with respect to the matters covered by this sentence. (c) Subject to the provisions of its Affiliates shall settle Section 5.9(b) above, Sellers will have full responsibility for and discretion in handling any Tax controversy, including an audit, protest to the Appeals Division of the IRS, litigation in the United States Tax Court, any other court of competent jurisdiction or otherwise dispose of any issue in any such Tax other Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled with respect to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Claim (“Tax Return, Proceeding”) involving the Company or a any Subsidiary for Tax Return for a Pre-periods ending on or before the Closing Period ending Date or on or before the date immediately preceding the Closing Date, of Holdings as applicable, and Buyer will have full responsibility for and discretion in handling any Tax Proceeding involving the Company or Worldwideany Subsidiary for Tax periods ending on or after the Closing Date; provided, however, that neither Parent Holdings nor upon request of Sellers, and subject to the provisions of Section 5.9(b) Sellers will have full responsibility and discretion in handling, at Sellers’ expense, any of its Affiliates shall settle Tax Proceeding. In the event that Buyer are required to pay any Tax, file any bond or otherwise dispose of deposit any issue amount in order to undertake a Tax Proceeding, Sellers will loan to Buyer, the Company or any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or LaserSubsidiary, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of no later than three business days before such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim payment is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause required to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate statemade, local or foreign taxing authority without interest and until a Final Determination with respect to such Tax Claimhas occurred, one hundred percent of the amount required to be paid by Buyer, the Company or any Subsidiary, as the case may be. Within three business days of the receipt by Buyers of a refund or any amount loaned to it by Sellers (including any interest required by Buyer, as the case may be), Buyers, the Company or any Subsidiary, as applicable, will pay such refunded amount to Sellers. (cd) Nothing contained Within 60 days of any Final Determination of Tax in a Tax Proceeding, or the written acquiescence of Sellers with respect to a Tax Claim, the Indemnified Party will provide a written notice to the Indemnifying Party which explains the calculation of the amount of such Tax Claim. The Indemnifying Party will pay such amount of Tax Claim to the Indemnified Party within 10 days after receipt of such notice, unless the Indemnifying Party disagrees with such calculation and invokes the verification procedure set forth in Section 5.9(e), in which case the Indemnifying Party will pay to the Indemnified Party, within five business days of verification of the amount of such Tax owed to the Indemnified Party, the amount so verified by the Independent Public Accountants pursuant to Section 5.9(e). (e) If the Indemnifying Party disagrees with the Indemnified Party’s calculation of the Tax owed to the Indemnified Party and within 10 days after receipt of such calculation requests in writing verification of such amount, such amount will be verified by a firm of Independent Public Accountants. Within 15 days after the Indemnifying Party’s request, the Independent Public Accountants will either (i) confirm the accuracy of the Indemnifying Party’s computation or (ii) notify the Indemnified Party that such computation is inaccurate. In the case of (ii) above, the Independent Public Accountants will recompute the amount of Tax owed to the Indemnified Party in such manner as the Independent Public Accountants determine and verify to be accurate. The costs of such verification will be borne by the Indemnifying Party unless such verification results in an adjustment in the Indemnifying Party’s favor of the Tax owed to the Indemnified Party as computed by the Indemnified Party, in which case a portion of such costs equal to the relevant amount of the adjustment will be borne by the Indemnified Party. The Parties agree to cooperate with such Independent Public Accountants and, subject to a confidentiality agreement reasonably satisfactory to the Indemnified Party, to supply them with all information reasonably necessary to permit them to accomplish such review and determination. Such information will be for the confidential use of the Independent Public Accountants and will not be disclosed to the Indemnifying Party or to any other Person. The Indemnifying Party and the Indemnified Party agree that the sole responsibility of the Independent Public Accountants will be to determine and verify the amount of the Tax owed to the Indemnified Party pursuant to this Section 9.3 shall be construed as limiting 5.9(e) and that matters of interpretation of this Agreement are not within the scope of the Independent Public Accountant’s responsibility. (f) To the extent of any party's right to indemnification under inconsistency between this Section 9.15.9 and Section 5.4 above, the provisions of this Section 5.9 will control.

Tax Claims. If, subsequent to the Closing, any of Acquiror, the Company, any Company Subsidiary or the Securityholders’ Representative receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder or seeks a Refund Disallowance (a) In a “Tax Claim”), then within 10 Business Days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Securityholders’ Representative shall have the right, at its own expense, to (i) participate in and (ii) with respect to any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return Claim that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating relates solely to items for which Laser is liable pursuant to this AgreementPre-Closing Tax Periods, and Parent Holdings shall be entitled to control every other portion assume the defense of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding Claim; 57 provided that could materially affect (i) the Securityholders’ Representative provides written notice of its intent to assume such defense within 15 Business Days after it has received written notice of such Tax liability hereunder of LaserClaim, (ii) the Securityholders’ Representative’s counsel is reasonably satisfactory to Acquiror, (iii) the Securityholders’ Representative shall thereafter consult with Acquiror upon Acquiror’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iv) the Securityholders’ Representative shall not, without the prior written consent of LaserAcquiror’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax. Parent Holdings Acquiror shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Securityholders’ Representative. Acquiror shall not settle any Tax Claim in respect of which indemnity may be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability sought hereunder of Laser, without the prior written consent of Laserthe Securityholders’ Representative, which consent shall not be unreasonably withheld. (b) Parent Holdings , conditioned or Laserdelayed. Notwithstanding the previous sentence, as if the case Securityholders’ Representative does not respond to any request to settle a Tax Claim within 15 Business Days, Acquiror may be, settle such Tax Claim in its sole discretion. The Company Securityholders shall pay Acquiror promptly notify the other party in writing for their portion of any tax claim Indemnifiable Damages that could result in liability results from the resolution of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide to the other party with any information extent that it receives in connection with such amounts have not been recovered from the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimEscrow Amount. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of any Tax audit, examination event a claim is made or judicial or administrative proceeding (a "Tax Proceeding") deficiency alleged following the Closing relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (the Company or any predecessor Subsidiary by the IRS or successor theretoany other Tax Authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Stockholders, jointly and severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), Laser then the following shall be entitled apply: (i) After the Company or any Subsidiary receives actual notice of such claim or alleged deficiency, the Purchaser shall, or the Purchaser shall cause the Company or the applicable Subsidiary to, promptly notify the Stockholders’ Representative in writing of such claim or alleged deficiency. (ii) The Stockholders’ Representative shall have the right to represent the interests of the Company or any Subsidiary before the relevant Governmental Body with respect to any Indemnity Tax Matter and shall have the right to control the portion defense, compromise or other resolution of any such Indemnity 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, such Indemnity Tax Matter. The Purchaser shall have the right (but not the duty) to participate in the defense of such Indemnity Tax ProceedingMatter and to employ separate counsel, if any, relating solely to items for which Laser is liable pursuant to this Agreementat the Purchaser’s own expense, and Parent Holdings the Stockholders’ Representative shall be entitled keep the Purchaser informed with respect to control every other portion of the Tax Proceeding; providedcommencement, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose status and nature of any issue such Indemnity Tax Matter and will, in good faith, allow the Purchaser to consult with it regarding the conduct of or positions taken in any such Action. In the event of any conflict between this Section 9.12(b) and Section 9.7, the provisions of this Section 9.12(b) shall control. (iii) Notwithstanding the provisions of Section 9.12(b)(ii), the Stockholders’ Representative shall not settle or compromise any Indemnity Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Matter without the prior written consent of Laserthe Purchaser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, conditioned, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withhelddelayed. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of If a claim is made by any Tax auditAuthority, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceedingwhich, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable pursuant an indemnified party under Section 8.2, then such indemnified party shall give notice to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other indemnifying party in writing of any tax such claim that could result in liability of the other party under this Agreement (a "“Tax Claim"). With respect ”) and any proposed counterclaim; provided, that the failure to any Tax Claim, give notice shall not affect the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as indemnification provided hereunder except to the progress extent the indemnifying party was materially prejudiced as a result of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunderfailure. With respect to any Tax Claim asserted against the Company or any of its Subsidiaries relating to a Pre-Closing Tax Period for which Laser is the Stockholder Representative might have an indemnity obligation under Section 8.2, the Stockholder Representative shall, at its own cost and expense, have the right (but not the obligation) to control all such proceedings and make all decisions taken in connection with such Tax Claim and may pursue or may be liable pursuant to this Agreementforego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authorities with respect thereto and either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however that the Stockholder Representative must first consult in good faith with (and provide any additional relevant information to) Parent Holdings or before taking any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority action with respect to the conduct of such Tax Claim and shall not settle, compromise or abandon such Tax Claim without the prior written consent of Parent (such consent not to be unreasonably withheld). Parent shall have the right to participate fully and in all aspects of the prosecution or defense of such Tax Claim. (c) Nothing contained , with counsel of its own choosing. For the avoidance of doubt, Parent shall control all other proceedings with respect to any Tax Claim; provided that, if such Tax Claim relates to a Straddle Period and the Stockholder Representative could have, in this Section 9.3 shall be construed as limiting any party's right to indemnification the reasonable good faith determination of Parent, an indemnity obligation under Section 9.18.2, Parent must first consult in good faith with (and provide any additional relevant information to) the Stockholder Representative before taking any action with respect to the conduct of such Tax Claim and shall not settle, compromise or abandon such Tax Claim without the prior written consent of the Stockholder Representative (such consent not to be unreasonably withheld).

Tax Claims. (a) Each Party shall promptly notify the other Party in writing on receipt by that Party or any of their respective Affiliates (including for Purchaser the Corporation and the Subsidiaries) or Representatives of notice of any pending or threatened federal, provincial, state, local or foreign Tax audits, examinations, claims or assessments (a “Tax Claim”) for which that Party is entitled to seek, or is seeking or intends to seek, indemnification pursuant to the applicable part of Section 11.1. (b) Purchaser shall represent the interests of the Corporation and the Subsidiaries in and with respect to any Tax Claim relating to taxation years ending on or before the Working Capital Date and employ counsel of its own choice for that purpose. Vendor shall be entitled to participate in or with respect to that Tax Claim relating (in whole or in part) to Taxes attributable to taxation years ending on or before the Working Capital Date and, with the written consent of Purchaser, and at Vendor’s sole expense, may assume the entire control of that Tax Claim. Purchaser, with the written consent of Vendor, shall have the right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of the Corporation and any of the Subsidiaries for any taxation year ending on or before the Working Capital Date. In the case of any Tax auditStraddle Period, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser Vendor shall be entitled to control participate at its expense in or with respect to any Tax Claim relating (in whole or in part) to Taxes attributable to the portion part of that Straddle Period ending on or before the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this AgreementWorking Capital Date, and Parent Holdings shall be entitled to with the written consent of Purchaser, and at Vendor’s sole expense, may assume the entire control every other portion of that Tax Claim. From and after the Tax Proceeding; providedClosing, howeverneither Purchaser, that neither Parent Holdings the Corporation, any Subsidiary nor any of its their respective Affiliates or Representatives shall settle or otherwise dispose compromise, or agree to settle or compromise, any Tax Claim which may be the subject of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, indemnification by Vendor under Section 11.1 without the prior written consent of LaserVendor. (c) If the results of any Tax Claim involve an issue that: (i) recurs in any taxation year (or part thereof) of the Corporation or any Subsidiary ending on or after the Closing Date; or (ii) otherwise may reasonably be expected to materially and adversely affect Purchaser, the Corporation or any Subsidiary for any taxation year (or part thereof) ending on or after the Closing Date, then there shall be no settlement, closing or other agreement with respect to that issue without the consent of such affected Party, which consent shall not be unreasonably withheldwithheld or delayed. Parent Holdings Purchaser shall be entitled have the right to control the Pre-Closing Period portion conduct of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings the Corporation or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority Subsidiary with respect to such any Tax Claimmatter arising in a period (or part thereof) ending after the Closing Date. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Parent shall promptly notify the case Securityholder Representative in writing upon receipt of any Tax notice of any pending or threatened claim, audit, examination notice of deficiency, examination, assessment, or judicial or administrative any other proceeding (collectively a "“Tax Proceeding"Claim”) relating which may affect any Tax Liability for which the Company Stockholders may be liable pursuant to a combinedSection 8.2(d). (b) The Securityholder Representative shall have the right, consolidated or unitary Tax Return that includes Mafco Holdings Inc. but not the obligation, to (or any predecessor or successor thereto), Laser shall be entitled to control i) represent the portion interests of the applicable Company Entity in any Tax Proceeding, if any, Claim relating solely to items any Pre‑Closing Tax Period for which Laser is the Company Stockholders will be solely liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion (ii) employ counsel of the Tax Proceedingits choice in connection therewith; provided, however, that neither with respect to any such Tax Claim, (x) Parent Holdings nor shall have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of such Tax Claim and otherwise participate in such Tax Claim and (y) to the extent that the settlement of the Tax Claim may adversely impact the Tax Liability of Parent or any of the Company Entities in a Post‑Closing Tax Period, such Tax Claim shall not be settled or otherwise disposed of without obtaining the prior written consent of Parent. (c) Parent shall control any Tax Claim in respect of any Straddle Period and any Post‑Closing Tax Period; provided, however, that with respect to any Tax Claim in respect of a Straddle Period, the Securityholder Representative shall have the right, directly or through their designated representatives, to review in advance and comment upon all submissions made in the course of such Tax Claim and otherwise participate at its own expense in such Tax Claim, and none of Parent or any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without obtaining the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldSecurityholder Representative. (bd) Parent Holdings or LaserNotwithstanding anything to the contrary in this Agreement, as the case may be, this Section 6.3 shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With control with respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case Parent shall notify Holder Representative promptly in writing of any Tax audit, examination or judicial other claim relating to Taxes of the Company or administrative proceeding any of its Subsidiaries that may give rise to a claim for indemnification under Section 12.2(a) (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither the failure to give such prompt notice shall not affect any rights or obligations of the Company Equityholders, except to the extent the Company Equityholders have actually been prejudiced as a result of such failure. (ii) The Holder Representative shall have the exclusive right to control any and all Tax Claims that relate solely to Tax periods that end on or before the Closing Date and may make all decisions taken in connection with such Tax Claim; provided, however, that (A) the Holder Representative shall keep Parent Holdings nor any reasonably informed of the status of such Tax Claim, (B) Parent may at its Affiliates own expense participate in the proceedings related to such Tax Claim, and (C) the Holder Representative shall settle not settle, resolve or otherwise dispose of any issue in close any such Tax Proceeding Claim in a manner that could materially reasonably be expected to adversely affect the amount or timing of Taxes (or Tax liability hereunder reporting compliance required under applicable Law) of Laser, the Surviving Corporation and its Subsidiaries in a Post-Closing Tax Period without the prior written consent of LaserParent, which consent shall not be unreasonably withheld, delayed or conditioned. Parent Holdings The Holder Representative and Parent, at its expense, shall be entitled jointly control all proceedings with respect to control the Pre-Closing Period portion of a any Tax Proceeding Claim relating to a Straddle Period Period. If the Holder Representative fails to notify Parent of the Holder Representative’s intent to assume the defense of any Tax ReturnClaim that the Holder Representative is entitled to control and defend pursuant to this Section 8.2(b)(ii) within fifteen (15) days of receipt of notice thereof, or a Parent, at its own expense, shall control the defense and settlement of such Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither (x) Parent Holdings nor any shall keep the Holder Representative reasonably informed of its Affiliates the status of such Tax Claim, and (y) Parent shall settle not settle, resolve or otherwise dispose of any issue in close any such Tax Proceeding that could materially affect Claim in a manner adverse to the Tax liability hereunder of Laser, Company Equityholders without the prior written consent of Laserthe Holder Representative, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. If, subsequent to the Closing, any of Parent, its Affiliates or the Securityholder Representative receives written notice of a claim by any governmental authority relating to Taxes of the Company that, if successful, may reasonably be expected to result in an indemnity payment pursuant to Article VII (aa “Tax Claim”), then within five (5) In Business Days after receipt of such notice, the case party receiving such notice shall give written notice of such Tax Claim to the other parties; provided, that no delay or failure on the part of Parent in delivering any such notice shall cause any Parent Indemnified Party to forfeit any indemnification rights under Article VII, except to the extent that the Company Indemnitors are actually prejudiced by such delay or failure. Parent shall have the right in its sole discretion to control the conduct and resolution of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect (i) the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings Securityholder Representative shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability on behalf of the other party under this Agreement (a "Tax Claim"). With respect Company Indemnitors and at their expense) to any Tax Claimparticipate in, but not to control, determine or conduct, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense of such Tax Claim, and (iiiii) provide the other party with any information that it receives in connection except with the Tax Proceedingconsent of the Securityholder Representative (such consent not to be unreasonably withheld, (iv) permit the other party to participate (at its own expense) in all conferencesconditioned or delayed), meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to no settlement of any Tax Claim relating to a Pre-Closing Period for which Laser is or may shall be liable pursuant to this Agreement, determinative of the right of any Parent Holdings or any of its Affiliates shall either file (or cause Indemnified Party to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority indemnified with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 Claim or settlement or any Losses relating thereto; provided, further, that the consent of the Securityholder Representative with respect to any settlement of any Tax Claim shall be construed as limiting deemed to have been given unless the Securityholder Representative shall have objected within thirty (30) day after a written request for such consent by Parent. In the event that the Securityholder Representative has consented to any party's right such settlement, adjustment or compromise, the Company Indemnitors shall have no power or authority to indemnification object under Section 9.1any provision of Article VII to the amount of such settlement, adjustment or compromise.

Tax Claims. (a) If any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim (an “Indemnified Tax Claim”) is made by any Taxing Authority that, if successful, would result in indemnification to any Party (the “Tax Indemnified Party”) by another Party (the “Tax Indemnifying Party”) pursuant to Section 7.8 hereof, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party and transmit to the Tax Indemnifying Party a written notice describing in reasonable detail the nature of the Indemnified Tax Claim and all related information in connection with such Indemnified Tax Claim. Failure to promptly provide such notice shall not affect the right of the Tax Indemnified Party’s indemnification hereunder, except to the extent the Tax Indemnifying Party is materially prejudiced by such delay or omission. (b) The Tax Indemnifying Party shall have the right to defend the Tax Indemnified Party against such Indemnified Tax Claim. If the Tax Indemnifying Party notifies the Tax Indemnified Party that the Tax Indemnifying Party elects to assume the defense of the Indemnified Tax Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable Loss under Section 7.8), then the Tax Indemnifying Party, at its own cost and expense shall have the right to defend such Indemnified Tax Claim with counsel selected by the Tax Indemnifying Party (who shall be reasonably satisfactory to the Tax Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement at the discretion of the Tax Indemnifying Party in accordance with this Section 7.9. In such circumstances, the case Tax Indemnifying Party shall defend any such Indemnified Tax Claim in good faith and have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Tax Indemnifying Party shall not enter into any settlement agreement without the written consent of the Tax Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed; provided, for the avoidance of doubt, that the Tax Indemnified Party shall be deemed to have reasonably withheld its consent to any such settlement if such settlement could reasonably be expected to have an adverse effect upon any Taxes or Tax Returns (or Tax attribute) of any Tax auditof the Buyer or its Affiliates (including, examination after the Closing, any of the Company or judicial or administrative proceeding (a "Tax Proceeding"its Subsidiaries) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (for any Post-Closing Period or any predecessor Post-Closing Portion of a Straddle Period, unless the Tax Indemnifying Party agrees, in a manner reasonably satisfactory to the Tax Indemnified Party, to indemnify the Tax Indemnified Party in full for such adverse effect). Upon the request of the Tax Indemnifying Party, the Tax Indemnified Party shall, at the sole cost and expense of the Tax Indemnifying Party, cooperate with the Tax Indemnifying Party and its counsel in contesting any Indemnified Tax Claim which the Tax Indemnifying Party elects to contest. The Tax Indemnified Party may participate in, but not control, any defense or successor theretosettlement of any Indemnified Tax Claim controlled by the Tax Indemnifying Party pursuant to this Section 7.9(b), Laser and the Tax Indemnified Party shall be entitled bear its own costs and expenses with respect to such participation. (c) If the Tax Indemnifying Party shall (i) fail to notify the Tax Indemnified Party that the Tax Indemnifying Party elects to control the portion Indemnified Tax Claim pursuant to Section 7.9(b) within ten (10) Business Days after receipt of the notice set forth in Section 7.9(a), or (ii) after commencing or undertaking any such defense or settlement, fail to prosecute or withdraw from such defense or settlement, then the Tax ProceedingIndemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if anythe Tax Indemnified Party is actually entitled to indemnification hereunder) in regard to the Indemnified Tax Claim with counsel selected by the Tax Indemnified Party (who shall be reasonably satisfactory to the Tax Indemnifying Party) by all appropriate proceedings, relating solely which proceedings shall be prosecuted diligently by the Tax Indemnified Party. In such circumstances, the Tax Indemnified Party shall defend any such Indemnified Tax Claim in good faith and have full control of such defense and proceedings; provided that the Tax Indemnified Party may not enter into any compromise or settlement of such Indemnified Tax Claim if indemnification is to items be sought hereunder, without the Tax Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Tax Indemnifying party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.8(c), and the Tax Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Notwithstanding anything to the contrary contained in this Section 7.9, with respect to any Indemnified Tax Claim that involves a Straddle Period for which Laser is Seller could be liable pursuant to this AgreementSection 7.8 and for which the resolution of such Indemnified Tax Claim could reasonably be expected to adversely affect Buyer for a Post-Closing Period or the Post-Closing Portion of a Straddle Period, Buyer shall notify Seller of such Indemnified Tax Claim and Buyer and Seller shall jointly control, and Parent Holdings cooperate with each other with respect to, the conduct of any such Indemnified Tax Claim. Neither Buyer nor Seller shall be entitled to control every other portion settle, compromise and/or concede such Tax Claim without the consent of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laserother Party, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, conditioned or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withhelddelayed. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case Parent shall notify Holder Representative promptly in writing of any Tax audit, examination or judicial other claim relating to Taxes of the Company or administrative proceeding any of its Subsidiaries that may give rise to a claim for indemnification under Section 12.2(a) (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither the failure to give such prompt notice shall not affect any rights or obligations of the Company Equityholders, except to the extent the Company Equityholders have actually been prejudiced as a result of such failure. (ii) The Holder Representative shall have the exclusive right to control any and all Tax Claims that relate solely to Tax periods that end on or before the Closing Date and may make all decisions taken in connection with such Tax Claim; provided, however, that (A) the Holder Representative shall keep Parent Holdings nor any reasonably informed of the status of such Tax Claim, (B) Parent may at its Affiliates own expense participate in the proceedings related to such Tax Claim, and (C) the Holder Representative shall settle not settle, resolve or otherwise dispose of any issue in close any such Tax Proceeding Claim in a manner that could materially affect would result in an increase in the Taxes of the Surviving Corporation and its Subsidiaries in a Post-Closing Tax liability hereunder of LaserPeriod or reduction in asset Tax basis, Tax net operating loss carryforward or other Tax attribute without the prior written consent of LaserParent, which consent shall not be unreasonably withheld, delayed or conditioned. Parent Holdings The Holder Representative and Parent, each at its own expense, shall be entitled jointly control all proceedings with respect to control the Pre-Closing Period portion of a any Tax Proceeding Claim relating to a Straddle Period Period. If the Holder Representative fails to notify Parent of the Holder Representative’s intent to assume the defense of any Tax ReturnClaim that the Holder Representative is entitled to control and defend pursuant to this Section 8.2(b)(ii) within fifteen (15) days of receipt of notice thereof, or a Parent, at its own expense but subject to the indemnification rights in this Agreement, shall thereupon have the right to undertake the control, defense and settlement of such Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither (x) Parent Holdings nor any shall keep the Holder Representative reasonably informed of its Affiliates the status of such Tax Claim, (y) the Holder Representative may participate in the proceedings related to such Tax Claim, and (z) Parent shall settle not settle, resolve or otherwise dispose of any issue in close any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe Holder Representative, which consent shall not be unreasonably withheld, delayed or conditioned. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Seller shall have the case exclusive right to represent the interests of the Subsidiaries in connection with any audit or other Tax-related Proceeding by a Taxing Authority against any Subsidiary after the Closing Date to the extent any such Tax audit, examination Claim relates to taxable periods ending on or judicial or administrative proceeding before the Closing Date (a "“Pre-Closing Tax Proceeding"Claim”) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items and for which Laser is liable pursuant Seller may be obligated to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceedingindemnify Buyer hereunder; provided, however, that neither Parent Holdings nor any Seller shall (i) keep Buyer apprised of all developments in such Pre-Closing Tax Claim, (ii) consult with Buyer (including its Affiliates shall Representatives) in respect of such Pre-Closing Tax Claim, and (iv) not settle or otherwise dispose make any payment in respect of any issue in any such Pre-Closing Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laser, Buyer (which consent shall not be unreasonably withheldwithheld or delayed), unless such settlement is solely limited to the payment of a monetary sum by Seller or by Buyer or any Subsidiary for which Seller agrees in writing to fully indemnify Buyer or such Subsidiary (as applicable), with no admission of wrongdoing by Seller, Buyer or such Subsidiary and with no other Liability accruing to Buyer or such Subsidiary. Parent Holdings Buyer shall be entitled to control the promptly advise Seller in writing of any Pre-Closing Period portion Tax Claim, including providing Seller with copies of all correspondence and documentation in respect thereof. (b) Buyer shall have the exclusive right to represent the interests of the Subsidiaries in connection with any audit or other Tax-related Proceeding by a Tax Proceeding relating to Taxing Authority against any Subsidiary (a Straddle Period Tax Return, or a Tax Return for a Pre“Post-Closing Period ending before Tax Claim”) after the Closing Date for any period that ends after the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor to the extent any such Post-Closing Tax Claim relates to taxable periods that include any date occurring on or before the Closing Date and for which Seller may be obligated to indemnify Buyer hereunder, Buyer shall (i) promptly advise Seller in writing of such Post-Closing Tax Claim, including providing Seller with copies of all correspondence and documentation in respect thereof, (ii) keep Seller apprised of all developments in such Post-Closing Tax Claim, (iii) consult with Seller (including its Affiliates shall Representatives) in respect of such Post-Closing Tax Claim, and (iv) not settle or otherwise dispose make any payment in respect of any issue in any such Post-Closing Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laser, Seller (which consent shall not be unreasonably withheld. (b) Parent Holdings withheld or Laserdelayed), as unless such settlement is solely limited to the case may bepayment of a monetary sum by Buyer or any Subsidiary, shall promptly notify with no admission of wrongdoing by Buyer, Seller or any Subsidiary and with the other party in writing applicable Buyer Indemnified Parties providing to Seller prior to or concurrently with such settlement payment a written waiver of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.110.2 for such settlement payment or for any other Losses incurred in connection with such Post-Closing Tax Claim.

Tax Claims. If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any Taxing Authority to the Company or the Purchaser, which, if successful, could result in an indemnity or reimbursement payment pursuant to Section 10.4(h) (a) In a “Tax Claim”), the case Purchaser shall promptly notify the Stockholders’ Representative in writing of the Tax Claim; provided that failure to provide such prompt notice shall not affect the Purchaser’s obligations hereunder, except to the extent that the Stockholders are materially prejudiced by such failure. Such notice will state the nature and basis of the Tax Claim and the amount thereof, to the extent known by the Purchaser. Stockholders’ Representative shall have the right to control any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") Claim relating to a combined, consolidated Taxes of the Company for which the Stockholders are obligated to indemnify under this Agreement and employ counsel of its choice in connection with any audit or unitary proceeding relating to such Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser Claim. Stockholders’ Representative shall be entitled to control consent to the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose entry of any issue in judgment or settlement with respect to any such Tax Proceeding Claim referred to in the preceding sentence provided that could materially affect such judgment or settlement (i) is only for monetary damages and (ii) does not result in an increase in any Taxes of Purchaser or the Company for any Tax liability hereunder of Laserperiod, without other than Taxes for which Purchaser is entitled to indemnification under this Agreement. Otherwise, Stockholders’ Representative shall be required to obtain the prior written consent of LaserPurchaser before entering into any judgment or settlement with respect to such Tax Claim, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings Purchaser shall be entitled have the exclusive right to control represent the Pre-Closing Period portion of a Company with respect to any other Tax Proceeding relating to Claims. Notwithstanding the foregoing, (i) should any Tax Claim involve a Straddle Period or any situation where a part of the Taxes which are a part of the Tax ReturnClaim could reasonably be expected to be borne by Purchaser and a part of such Taxes could reasonably expected to be borne by Stockholders, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in Stockholders’ Representative and Purchaser will jointly consult and proceed as to any such Tax Proceeding that could materially affect the Claim and neither party will settle, resolve or compromise such Tax liability hereunder of Laser, Claim without the prior written consent of Laser, the other (which consent shall will not be unreasonably withheld. (b) Parent Holdings , conditioned or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"delayed). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, ; (ii) keep Purchaser shall have the other party informed as right to the progress take control of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is if Purchaser agrees to release Stockholders from any indemnification obligations or may be a subjectLosses arising out of, and (v) permit the other party related to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with based upon such Tax Claim with respect or the underlying facts and circumstances, if a written document reasonably acceptable to issues affecting Stockholders’ Representative. Purchaser will cause the other party's indemnity hereunder. With respect Company to execute any relevant powers of attorney or similar forms so that Stockholders’ Representative and its counsel may control or participate in any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to provided herein and communicate fully directly with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimrelevant Taxing Authority. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. Notwithstanding any provision of Section 11.6 to the contrary, Parent and Purchaser shall have the right (abut not the obligation) In to control any Tax audits, Tax disputes or administrative, judicial or other Legal Proceedings related to any Tax Return or Taxes of the case Acquired Companies for Pre-Closing Tax Periods (each a “Tax Claim”), and shall have the right to employ counsel and other advisors of its choice and at its expense; provided, that (i) Parent and Purchaser shall notify the Sellers’ Representative of any such Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating Claim for which Parent and Purchaser expect to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control indemnification under this Agreement or that may impact the portion U.S. federal income tax treatment of any payment to the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingSelling Shareholders hereunder; provided, however, that neither any failure on the part of Parent Holdings nor and Purchaser to so notify the Sellers’ Representative shall not limit any of its Affiliates the obligations of the Selling Shareholders under this Agreement (except to the extent such failure actually and materially prejudices the defense of such Tax Claim), (ii) the Sellers’ Representative shall settle or otherwise dispose of any issue have the right to participate in any such Tax Proceeding Claim for which Purchaser expects to be entitled to indemnification under this Agreement or that could materially affect may impact the U.S. federal income tax treatment of any payment to the Selling Shareholders hereunder, in each case, at the expense of the Selling Shareholders and (iii) solely to the extent such Tax liability hereunder Claim would reasonably be expected to result in an indemnity obligation of Laserthe Selling Shareholders pursuant to this Agreement or that may impact the U.S. federal income tax treatment of any payment to the Selling Shareholders hereunder, Parent and Purchaser shall not settle or otherwise resolve such Tax Claim without the prior written consent of Laser, the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). If Parent Holdings shall and Purchaser do not elect to proceed with the defense of any Tax Claim for which Parent and Purchaser expect to be entitled to indemnification under this Agreement or that may otherwise affect the Taxes of the Selling Shareholders, the Sellers’ Representative shall have the right (but not the obligation) to control the Pre-Closing Period portion of a any such Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither Parent Holdings nor any of its Affiliates (x) Purchaser shall settle or otherwise dispose of any issue have the right to participate in any such Tax Proceeding that could materially affect Claim (at its own expense), (y) Sellers’ Representative shall provide Purchaser with copies of all correspondence, notices and other written materials received from any adverse party in such Tax Claim and shall otherwise keep Purchaser and its counsel informed or advised of significant developments in such Tax Claim, and (z) the Sellers’ Representative may not settle, adjust or compromise any such Tax liability hereunder of Laser, Claim without the prior written consent of Laser, Purchaser (which consent shall may not be unreasonably withheld. (b) Parent Holdings withheld or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"delayed). With respect to For the avoidance of doubt, the Sellers’ Representative shall control any Tax Claimaudits, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the disputes or administrative, judicial or other party the opportunity to review it, (ii) keep the other party informed as Legal Proceedings that relate solely to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimCompany. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In If any Party receives a notice of a Tax Claim relating to the case Purchased Assets which could reasonably impact the Taxes or Tax position of the Party not receiving such notice, the Party receiving notice of such a Tax Claim shall notify the other party within fifteen (15) days of receipt of notice; provided, that the failure to timely provide such notice shall not affect the right of the Indemnified Party’s indemnification hereunder, except to the extent the Indemnifying Party is prejudiced by such delay or omission. (b) With respect to any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") Claim solely relating to Taxes for a combinedTax period ending on or prior to the Closing Date and that are Taxes that constitute Excluded Liabilities or for which Seller is obligated to indemnify Buyer, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser Seller shall be entitled to have control the portion of the conduct and defense of such Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion Claim (including selection of the Tax Proceedingcounsel) at its own expense; provided, however, that neither Parent Holdings nor any of Buyer shall be able to participate, at its Affiliates shall settle or otherwise dispose own expense, in the conduct and defense of any issue in any Tax Claim. With respect to Tax Claims relating to Taxes for Straddle Tax Periods and that are Taxes that constitute Excluded Liabilities or for which Seller is obligated to indemnify Buyer, Buyer and Seller shall jointly control such Tax Proceeding that could materially affect Claim. A Party shall promptly notify the other Party if it decides not to control the defense or settlement of any Tax liability hereunder of LaserClaim which it is entitled to control pursuant to this Section 6.04(b) and the other Party shall thereupon be permitted to defend and settle such Tax Claim at its own expense. Notwithstanding anything to the contrary in this Section 6.04(b), the Party controlling any Tax Claim relating to Income Taxes for a Tax period ending on or prior to the Closing Date or for a Straddle Tax Period shall not settle such Tax Claim without the other Party’s prior written consent of Laserconsent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings For the avoidance of doubt, Buyer shall be entitled to have control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claimconduct, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense and resolution of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period Taxes that are Assumed Liabilities and for which Laser is or may be liable pursuant Seller does not have an indemnity obligation to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimBuyer. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In The Buyer and EUSA, on the case one hand, and the Stockholders’ Representatives, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events involving a Governmental Body with respect to Pre-Closing Taxes (any such inquiry, claim, assessment, audit or similar event, a “Tax Claim”). Any failure to so notify the other party of any Tax audit, examination or judicial or administrative proceeding (Claim shall not relieve such other party of any liability with respect to such Tax Claim except to the extent such party was actually prejudiced as a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser result thereof. The Buyer shall be entitled to have control the portion of the conduct of all Tax ProceedingClaims, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceedingincluding any settlement or compromise thereof; provided, however, that: (i) the Buyer shall keep the Stockholders’ Representatives informed of the progress of any material Tax Claim and shall use its reasonable best efforts (and cause its legal counsel to use its reasonable best efforts) to actively and diligently conduct the defense of such Tax Claims, provided that neither Parent Holdings nor any the Buyer shall not be required by reason of its Affiliates shall such reasonable best efforts obligation to settle or otherwise dispose compromise a tax claim on a basis that it deems unreasonable; (ii) the Stockholders’ Representatives, at the cost and expense of any issue the Participants, shall have the right to participate in any Tax Claim to the extent it relates to Pre-Closing Taxes; and (iii) the Buyer shall not effect any such Tax Proceeding that could materially affect settlement or compromise with respect to which the Tax liability hereunder of Laser, Participants are obligated to indemnify under Article VIII without obtaining the Stockholders’ Representatives’ prior written consent of Laserthereto, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, withheld or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withhelddelayed. (b) Parent Holdings or Laser, as If the case may be, shall promptly notify the other party Stockholders’ Representatives elect to participate in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall : (i) not make any submission to any taxing authority without offering the other party Stockholders’ Representatives shall notify the opportunity to review it, Buyer of such intent; and (ii) keep the other party informed as Buyer shall (and shall cause EUSA and its Subsidiaries to) take all actions necessary to allow the progress Stockholders’ Representatives (and its counsel) to participate in such Tax Claim. The Stockholders’ Representatives’ right to participate in a Tax Claim shall include: (A) consulting with the Buyer or EUSA or any Subsidiary (and their counsel) regarding the conduct of such Tax Claim; (B) timely receiving from the Buyer, EUSA or any Subsidiary all material written correspondence and other material documents received regarding the Tax Claim from the applicable Governmental Body; and (iii) provide reviewing or commenting on any material written correspondence and other documents that will be provided to the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority Governmental Body with respect to such Tax Claim. (c) Nothing contained This Section 9.5 shall control in lieu of Section 8.5 to the extent of any conflict between them. (d) In calculating the indemnification for Pre-Closing Taxes (other than any Pre-Closing Taxes that are reflected as accruals or reserves in the Working Capital calculation in the Closing Statement) provided in Section 9.1(a), a “Loss” shall be deemed to have occurred only to the extent that the Buyer, EUSA or any of its Subsidiaries are required to pay additional cash Taxes for any Pre-Closing Period. In calculating the amount of any Loss, there shall not be taken into account any Pre-Closing Taxes to the extent they are reasonably expected to be offset by reductions in Taxes in later periods as a result of the same adjustment. Further, all indemnification for Pre-Closing Taxes referred to in this Section 9.3 Article IX shall be construed as limiting any party's right pursuant to indemnification under Section 9.18.1(a)(v), subject to the limitations set forth in Article VIII.

Tax Claims. This Section 14.6 (aand not Section 13.4) In shall control any inquiry, assessment, proceeding or other similar event relating to Taxes of the case Company or any Company Subsidiary. The Seller Representative, on behalf of the Sellers, shall have the right (but not the obligation) to represent the interests of the Company or any Company Subsidiary before the relevant Governmental Authority with respect to any inquiry, assessment, proceeding or other similar event (a “Tax Matter”) relating solely to Taxes of any Pre-Closing Tax auditPeriod, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled and has the right to control the portion defense, compromise or other resolution of the any such Tax ProceedingMatter, if anyincluding responding to inquiries, preparing 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 solely to items for which Laser is liable pursuant to this Agreementto, and Parent Holdings shall be entitled to control every other portion of the such Tax ProceedingMatter; provided, however, that neither Parent Holdings nor (a) Buyer has the right (but not the obligation) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Seller Representative, on behalf of the Sellers, and (b) the Seller Representative shall not enter into any settlement of its Affiliates shall settle or otherwise dispose of any issue in compromise any such Tax Proceeding Matter that could materially affect result in a present or future increase in Tax Liability for Buyer, the Tax liability hereunder Company, any Company Subsidiary or any Affiliate of Laser, the foregoing for any taxable period ending after the Closing Date without the prior written consent of LaserBuyer, which consent shall not be unreasonably withheldconditioned, withheld or delayed. Parent Holdings shall be entitled Buyer has the right to represent the interests of the Company or any Company Subsidiary before the relevant Governmental Authority with respect to any Tax Matter that does not relate solely to Taxes of any Pre-Closing Tax Period and has the right to control the Pre-Closing Period portion defense, compromise or other resolution of a any such Tax Proceeding relating Matter, including responding to a Straddle Period inquiries, filing Tax ReturnReturns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or a relating to, such Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideMatter; provided, however, that neither Parent Holdings nor with respect to a Tax Matter that could affect the liability of any of its Affiliates shall settle Seller pursuant to Section 13.1 or otherwise dispose under this Agreement, (i) the Seller Representative has the right (but not the obligation) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Buyer, and (ii) Buyer shall not enter into any issue in settlement of or otherwise compromise any such Tax Proceeding Matter that could materially affect affects the Tax liability hereunder of Laser, any Seller for Taxes or pursuant to Section 13.1 or otherwise under this Agreement without the prior written consent of Laserthe Seller Representative, which consent shall not be unreasonably withheldconditioned, withheld or delayed. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Notwithstanding any other provisions of this Agreement, the case of following provisions shall apply with respect to any Tax audit, examination or judicial or administrative proceeding Claim: (i) If a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser claim shall be entitled to control the portion of the Tax Proceedingmade by any Taxing Authority, which, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable an indemnified party pursuant to this AgreementSection 2.7, then such indemnified party shall give timely notice to the indemnifying party in writing of such claim and Parent Holdings shall be entitled of any counterclaim the indemnified party proposes to control every other portion of the assert (a “Tax ProceedingClaim”); provided, however, that neither Parent Holdings nor any of its Affiliates the failure to give such notice shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially not affect the Tax liability indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldfailure. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-period ending before the Closing Period Date, Seller shall, solely at its own cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, Seller shall not settle such Tax Claim without the prior written consent of Buyer, which Laser consent shall not be unreasonably withheld, and Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim if it reasonably determines that such Tax Claim could have a material adverse impact on the Taxes of any of the Transferred Entities in a taxable period beginning on or after the Closing Date. (iii) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Transferred Entities for a Closing Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of the other. (iv) Buyer shall control all proceedings with respect to any Tax Claim relating to a period beginning on or after the Closing Date and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. (v) To the extent any indemnification provided in this Section 2.7 is covered by insurance or may any other right to indemnity held by any indemnified party, such indemnified party shall only be liable entitled to indemnification pursuant to this AgreementSection 2.7 with respect to the amount of Taxes in excess of the net cash proceeds received by such indemnified party pursuant to such insurance or such other right to indemnity. If, Parent Holdings following the receipt of any indemnity payments pursuant to this Section 2.7, the indemnified party obtains any insurance or any of its Affiliates shall either file (indemnity recovery from a third party insurance provider or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority third party indemnitor with respect to such Tax Claim. (c) Nothing contained Taxes, then such indemnified party shall promptly pay over to the indemnifying party the amount of the net cash proceeds received by such indemnified party pursuant to such insurance or indemnity up to, but not in excess of, the amount of the indemnity payments made by the indemnifying party pursuant to such Taxes. The parties agree that no insurance company or third party indemnitor shall have any right of subrogation under this Section 9.3 shall be construed as limiting 2.7 and the parties agree that this Section 2.7 is not for the benefit of any party's right to indemnification under Section 9.1third party insurance provider or third party indemnitor.

Tax Claims. (a) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax ProceedingTAX PROCEEDING") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; providedPROVIDED, howeverHOWEVER, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; providedPROVIDED, howeverHOWEVER, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax TAX Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In If either Party receives a notice of a Tax Claim relating to the case Purchased Assets or a Purchased Subsidiary which could reasonably impact the Taxes or Tax position of the other Party, the receiving Party shall notify the other Party within fifteen (15) days of receipt of such notice, provided that, failure to timely provide such notice shall not affect the right of the receiving Party to indemnification hereunder, except to the extent the indemnifying Party is materially prejudiced by such delay or omission. (b) With respect to any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating Claim that could reasonably be expected to give rise to a combinedLiability for Taxes for which one Party has sole liability (determined with and without regard to the indemnity provisions in this Agreement), consolidated or unitary such Party shall have sole control of the conduct and defense of such Tax Return Claim (including selection of counsel) at its own expense. With respect to any other Tax Claim, the Party that includes Mafco Holdings Inc. would have (or any predecessor or successor thereto), Laser whose Affiliate would have) primary liability with respect to the Tax Claim under applicable Law shall be entitled to control the portion conduct and defense of the such Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim (without limiting either Party’s rights under Article X); provided, however, that neither Parent Holdings nor any if the Party with primary liability notifies the other party above of its Affiliates intent to claim indemnification with respect to such Tax Claim then such other Party may control the conduct and defense of such Tax Claim (without limiting either Party’s rights under Article X) upon notice to the Party with primary liability within fifteen (15) days of receipt of the notice described in clause (a), provided that the Party with primary liability shall have the right to employ separate counsel and to participate in such Tax Claim, but the fees and expenses of such counsel shall be at the expense of such Party. The Party controlling a Tax Claim described in clause (a) above shall not settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other Party, which consent shall not be unreasonably withheld. Parent Holdings shall , delayed or conditioned, if such settlement would reasonably be entitled expected to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially adversely affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldother Party or its Affiliates. (bc) Parent Holdings or LaserFor the avoidance of doubt, as the case may be, Seller shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to have complete control over any Tax Claim relating involving Taxes of the Seller Group (including if attributable to a Pre-Closing Period for which Laser is or may be liable pursuant the Purchased Subsidiaries), unless and until the applicable Taxing Authority has affirmatively sought to this Agreement, Parent Holdings impose the underlying Tax Claim on Buyer or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with including the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.Purchased Subsidiaries). 45

Tax Claims. (a) In If any Tax Claim shall be initiated, which, if successful, might result in an indemnity payment under Article IX or increase the case amount of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. Liability (or decrease the amount of any predecessor Tax asset or successor theretocontra-liability) included in the determination of Closing Date Net Working Capital, the Indemnified Parties shall notify the Indemnifying Parties within fifteen (15) days of receipt of notice of such a Tax Claim; provided, that the failure to give such notice shall not affect the indemnification provided hereunder except (i) to the extent the Indemnifying Parties have actually been prejudiced by such failure or (ii) if the Indemnified Parties fail to notify the Indemnifying Parties of such claim in accordance with this Section 6.05 prior to the Survival Expiration Date. (b) With respect to any Tax Claim relating (i) to Income Taxes for a Pre-Closing Tax Period or (ii) otherwise to Taxes for which the Retained Companies could reasonably be expected to be liable (including pursuant to Article IX or any Taxes included in the calculation of Closing Date Net Working Capital), Laser except as provided below, Seller shall have the right to control all proceedings and make all decisions taken in connection with such Tax Claim (including selection of counsel), and shall be entitled the sole representative before any Taxing Authority. Buyer shall execute all documents reasonably necessary for Seller to control such Tax Claims, including Buyer or the portion Group Companies granting to Seller a power of attorney to take any action in the name of Buyer or the Group Companies. Buyer shall control any Tax ProceedingClaim that Seller is entitled to, if anybut does not choose to, relating solely to items for which Laser is liable control pursuant to this AgreementSection 6.05(b). Buyer shall control, at its own expense, all proceedings with respect to any Tax Claim against the Group Companies with respect to a Pre-Closing Tax Period that is not described in the first sentence of this Section 6.05(b). Except with respect to Tax Claims related to Seller Combined Tax Returns, the Party controlling such Tax Claim shall (A) notify the other Party of significant developments with respect to such Tax Claim and Parent Holdings shall be entitled keep the other Party reasonably informed and consult with the other Party as to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose resolution of any issue that would materially affect such other Party, (B) give to the other party a copy of any Tax adjustment proposed in any writing with respect to such Tax Proceeding that could materially affect Claim and copies of any other written correspondence with the relevant taxing authority relating to such Tax liability hereunder of LaserClaim, (C) not settle or compromise any issue without the prior written consent of Lasersuch other Party, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or withheld and (D) otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify permit the other party Party to participate in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress all aspects of such Tax Claim, (iii) provide the at such other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its Party’s own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in In the event of any conflict or overlap between the provisions of this Section 9.3 6.05 and Article IX, the provisions of this Section 6.05 shall be construed as limiting any party's right to indemnification under Section 9.1control.

Tax Claims. If any Tax Authority or other Governmental Authority issues to the Company (a) In the case a written notice of any Tax its intent to audit, examination examine, or judicial conduction another proceeding with respect to Taxes or administrative proceeding Tax Returns of the Company for any period beginning prior to the Closing Date or (b) a written notice of deficiency, written notice of reassessment, written proposed adjustment, written assertion of claim or written demand concerning Taxes or Tax Returns for any period beginning prior to the Closing Date, Parent or the Company shall notify the Securityholders’ Representative of the receipt of such communication within ten (10) days after receiving such notice (a "“Tax Proceeding") relating to a combined, consolidated Claim”). No failure or unitary Tax Return that includes Mafco Holdings Inc. (delay of Parent or any predecessor or successor thereto), Laser shall be entitled to control the portion Company in the performance of the Tax Proceeding, if any, relating solely to items for which Laser is liable foregoing shall reduce or otherwise affect the obligations or liabilities of the Securityholders pursuant to this Agreement, except to the extent that such failure precludes the Securityholders or the Company from defending against any liability or claim for Taxes that the Securityholders are obligated to pay hereunder. Notwithstanding anything herein to the contrary, including Section 9.3, Parent shall control the conduct and Parent Holdings shall resolution of any Tax Claim, provided that (w) Securityholders’ Representative will be entitled to control every other portion participate fully in the defense of such Tax Claim at the expense of the Tax Proceeding; providedSecurityholders, however, that neither Parent Holdings nor any and to employ counsel of its Affiliates choice for such purpose at the Securityholders’ expense, (x) Parent and the Company shall provide Securityholders’ Representative with copies of all written communications relating to the Tax Claim, (y) Parent and the Company shall keep Securityholders’ Representative informed regarding the progress of any Tax Claim and consult with Securityholders’ Representative with respect to any issues relating to such Tax Claim that could have a material adverse effect on the Securityholders and (z) Parent and the Company shall not settle or otherwise dispose of resolve any Tax Claim (or any issue in any raised with respect to such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim) if such settlement or other resolution relates to Taxes for which Securityholders are liable under this Agreement without the prior written consent of Laserthe Securityholders’ Representative, which such consent shall not to be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, delayed or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldconditioned. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Each Party shall promptly notify the case other Party in writing on receipt by that Party or any of their respective Affiliates (including for Purchaser, the Corporation and the Subsidiaries) or Representatives of notice of any pending or threatened federal, provincial, state, local or foreign Tax auditaudits, examination examinations, claims or judicial or administrative proceeding assessments (a "“Tax Proceeding"Claim”) relating to a combined, consolidated or unitary Tax Return for which that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be Party is entitled to control the portion of the Tax Proceedingseek, if anyor is seeking or intends to seek, relating solely to items for which Laser is liable indemnification pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion the applicable part of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldSection 15.1. (b) Parent Holdings or Laser, as Purchaser shall represent the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability interests of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, Corporation and the party controlling the Tax Proceeding Subsidiaries in and with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is taxation years ending on or may be liable pursuant to this Agreement, Parent Holdings or any before the Working Capital Date and employ counsel of its Affiliates own choice for that purpose. Sellers shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service participate in or the appropriate state, local or foreign taxing authority with respect to such that Tax Claim relating (in whole or in part) to Taxes attributable to taxation years ending on or before the Working Capital Date and, with the written consent of Purchaser, and at Sellers’ sole expense, may assume the entire control of that Tax Claim. Purchaser, with the written consent of Sellers, shall have the right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of the Corporation and any of the Subsidiaries for any taxation year ending on or before the Working Capital Date. In the case of any Straddle Period, Sellers shall be entitled to participate at their expense in or with respect to any Tax Claim relating (in whole or in part) to Taxes attributable to the part of that Straddle Period ending on or before the Working Capital Date, and with the written consent of Purchaser, and at Sellers’ sole expense, may assume the entire control of that Tax Claim. From and after the Closing, neither Purchaser, the Corporation, any Subsidiary nor any of their respective Affiliates or Representatives shall settle or compromise, or agree to settle or compromise, any Tax Claim which may be the subject of indemnification by them under Section 15.1 without the prior written consent of Sellers. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.[Redacted]

Tax Claims. (ai) In If a party (the case "indemnified party") receives any written notice of deficiency, claim or adjustment or other written notice from a Tax Authority that may result in the indemnified party being entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving an audit proceeding, audit inquiry, information request, suit, action, contest or similar claim made by any Tax audit, examination or judicial or administrative proceeding Authority (a "Tax ProceedingClaim") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. such indemnified party shall notify the indemnifying party in writing (or any predecessor or successor thereto), Laser shall be entitled to control the portion and in reasonable detail) of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion Claim within 10 business days after such indemnified party receives notice or otherwise becomes aware of the existence of the Tax ProceedingClaim; provided, however, that neither Parent Holdings nor any failure to give such notification shall not affect the indemnification provided under this Agreement, except to the extent the indemnifying party shall have been materially and adversely prejudiced as a result of its Affiliates such failure. Thereafter, the indemnified party shall settle or otherwise dispose keep the indemnifying party apprised of the status of any issue in any such Tax Proceeding that could materially affect investigation or audit and deliver to the indemnifying party, within five business days' time after the indemnified party's receipt thereof, copies of all notices and documents received by the indemnified party related to the Tax liability hereunder Claim. New Ashland Inc. undertakes and agrees that it will keep Marathon reasonably informed of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose existence and progress of any issue in any such Tax Proceeding audit or other proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating relates to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimwhich Marathon could be liable as a successor, under Treasury Regulation Section 1.1502-6, or otherwise. (cii) Nothing contained If any party receives a written notice from a Tax Authority that may result in an adjustment in the amount of the Specified Liability Deductions for a taxable year as a result of an audit of the New Ashland Inc. Affiliated Group or the Marathon Affiliated Group, then for purposes of this Section 9.3 TMA, such audit and related proceeding, to the extent they concern the amount of the Specified Liability Deductions claimed or capable of being claimed by Marathon or the Marathon Group as successor to HoldCo, shall be construed treated as limiting a Tax Claim with respect to which Marathon is the indemnified party and New Ashland Inc. is the indemnifying party, provided, however, that the resolution of such issues shall not preclude Marathon from compromising or -------- ------- settling any party's other issues in its Tax Returns administratively with any Tax Authority and Marathon shall have the right to indemnification under Section 9.1determine in its sole reasonable discretion the appropriate forum and location of any judicial proceeding with respect to Specified Liability Deductions.

Tax Claims. (ai) In the case of any Tax audit, examination or judicial or administrative proceeding (If a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser claim shall be entitled to control the portion of the Tax Proceedingmade by any Taxing Authority, which, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable pursuant to this Agreementan indemnified person, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any one of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle their respective officers, directors, employees, stockholders, agents or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement representatives pursuant to Section 5.3 (a "Tax Claim"), then such indemnified person shall promptly give notice to the indemnifying person in writing of such claim and of any counterclaim the indemnified person proposes to assert, provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying person has been actually prejudiced as a result of such failure. With respect If notice is given to an indemnifying person of the assertion of any Tax ClaimClaim and the indemnifying person, if entitled to control the party controlling defense of such Tax Claim under this Section 5.3, does not, within thirty (30) Business Days after the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering indemnified person's notice is given, assume the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which then the indemnified Tax Claim is or may be a subjectperson may, unless and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any until such indemnifying person assumes control of such Tax Claim, in good faith, pay any Tax asserted against such indemnified person under such Tax Claim, in which case, such indemnifying person shall advance (together with any advance under Section 5.3(b)(v) hereto, an "Advance") the party not controlling amount of such Tax payment (or if lesser, the Tax Proceeding with portion of such amount indemnifiable by it in respect thereto shall not take any action or make any representations in connection with of such Tax Claim with respect under Section 5.3 hereto) to issues affecting the other party's indemnity hereunder. indemnified person on an interest free basis within 5 Business Days after a written demand for such amount and proof of payment of such amount is provided to the indemnifying person by such indemnified person; provided, however, that under no circumstances shall an Advance be repayable in an amount in excess of the amount of refund (including any interest thereon) received from the relevant Taxing Authority or credited against or offset against any Tax liability of any indemnified person or any Affiliate thereof to which the Advance relates. (ii) With respect to any Tax Claim relating to a Pre-Closing Period Tax Period, Seller Parent shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto and settle or comprise any such Tax Claim, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that (i) Seller Parent shall provide Buyer with a timely and reasonably detailed account of each stage of the proceedings related to such Tax Claim, and that (ii) Seller Parent shall not settle, compromise or abandon any such Tax Claim in a manner that would adversely affect Buyer and its Affiliates after the Closing Date without obtaining the prior written consent of Peabody and Buyer, which Laser is consent shall not be unreasonably withheld, conditioned or may delayed, and (iii) Peabody and Buyer shall have the right to retain separate counsel at their sole cost and expense and to reasonably participate in the aspects of the prosecution or defense of such Tax Claim that have material relevance to the Tax liabilities of Buyer and its Affiliates for any Post-Closing Tax Period. (iii) Seller Parent and Seller, on the one hand, and Peabody and Buyer, on the other hand, shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of any Company for a Straddle Period. None of Seller Parent, Seller, Peabody, Buyer or any Company shall settle, compromise or abandon any such Tax Claim without the prior written consents of both Peabody and Seller Parent, which consents shall not be liable pursuant unreasonably withheld, conditioned or delayed. (iv) Peabody and Buyer shall control all proceedings with respect to this Agreementany Tax Claim relating to a Post-Closing Tax Period, and shall (i) defend against such Tax Claim diligently and in good faith, (ii) provide the Seller Parent Holdings and Seller with a timely and reasonably detailed account of each stage of the proceedings related to such Tax Claim, (iii) provide Seller Parent and Seller with the right to reasonably participate in the defense of such Tax Claim at their expense, and (iv) not settle, compromise or abandon any such Tax Claim that would adversely affect Seller Parent, Seller or any of its their respective Affiliates without obtaining the prior written consent of Seller Parent, which consent shall either file not be unreasonably withheld, conditioned or delayed. (v) If requested by the indemnifying person (or cause persons) controlling the defense of a Tax Claim, each indemnified person shall permit each indemnifying person to contest in its name or in the name of such indemnified person, the validity, applicability and amount of such Tax Claim, by (i) resisting payment thereof, (ii) requesting the indemnified person not to pay the same except under protest, if protest be filednecessary or proper, or (iii) submissions at Laser's direction or appoint if payment is made, cooperating so that the indemnifying person may seek a refund thereof in appropriate administrative and judicial proceedings, provided, however, that if such requested contest, as a prerequisite thereto, shall require the payment of such asserted Tax Claim, each indemnifying person shall provide an Advance in the amount of such requested payment (or if lesser, the portion of such amount indemnifiable by it in respect of such Tax Claim under Section 5.3 hereto) to the indemnified person on an interest free basis; provided, however, that under no circumstances shall an Advance be repayable in an amount in excess of the amount of refund (including any interest thereon) received from the relevant Taxing Authority or credited against or offset against any Tax liability of any indemnified person or any Affiliate thereof to which the Advance relates. (vi) Peabody, Buyer, each Company, and each of their respective Affiliates on the one hand, and Seller Parent, Seller and their respective Affiliates on the other, shall (and Peabody and Buyer shall cause each Company to) reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to be appointed) Laser the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or its authorized representatives as additional authorized representatives entitled explanation of any material provided hereunder or to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect testify at proceedings relating to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case If Provider or a Provider Affiliate receives notice from any taxing authority with respect to an assessment or potential assessment or imposition of any Tax auditthat Customer would be responsible for paying pursuant to Section 8.3(a) or 8.3(c) of this Agreement, examination or judicial or administrative proceeding Provider shall immediately send Notice to Customer of such notice. To the extent directed by Customer in a Notice sent to Provider within 30 days of Customer’s receipt of the Notice CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. from Provider (a "Tax Proceeding") as described above), Provider and any relevant Provider Affiliate shall timely contest at Customer’s direction relating to a combinedall actions to be taken to contest such proposed Tax and with Customer’s participation, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or or, if Customer so directs and it is feasible for Provider and any predecessor or successor thereto), Laser shall be entitled relevant Provider Affiliate to control segregate out the portion of the Tax Proceeding, if any, relating claim that relates solely to items Customer, permit Customer to contest, to the extent permissible under applicable Tax law and procedures, such proposed Tax, at Customer’s expense and in a forum selected by Customer and with counsel selected by Customer and reasonably acceptable to Provider, until such assessment has been upheld by the decision of an appellate court; except that prior to any judicial contest Provider may require (as a condition to such judicial contest) an opinion letter from counsel selected by Customer and reasonably acceptable to Provider that there is a reasonable tax basis for such contest. Any Notice to a Party under this Section 8.3(e) shall also be copied directly to the tax department of that Party, in care of the Vice President-Tax Administration. To the extent Provider or a Provider Affiliate contests a proposed Tax at Customer’s direction, and such contest involves claims with respect to Taxes for which Laser Customer would not be responsible under Section 8.3(a) or 8.3(c), Customer shall be responsible only for that portion of expenses of Provider and any relevant Provider Affiliate as are reasonably allocable to the contest of Taxes for which Customer would be responsible under Section 8.3(a) or 8.3(c). Provider and any relevant Provider Affiliate may compromise, settle, or resolve such a Tax contest under this Section 8.3(e) without Customer’s consent (provided such compromise, settlement, or resolution is liable pursuant limited only to the Taxes for the tax period involved) if Provider waives any indemnity rights Provider and any relevant Provider Affiliate has against Customer with respect to the Taxes being contested. Otherwise, neither Provider nor any relevant Provider Affiliate may compromise, settle, or resolve such Tax contest without Customer’s consent. Notwithstanding the foregoing, should Customer (i) not direct Provider either to contest or permit Customer to contest, a proposed Tax within 30 days of Customer’s receipt of the Notice from Provider described in the first sentence of this Agreementparagraph or (ii) revoke its Notice directing Provider to either contest or permit Customer to contest a proposed Tax, and Parent Holdings Provider shall be entitled to control every other portion of the contest such proposed Tax Proceeding; providedat Provider’s expense or compromise, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Returnsettle, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor resolve any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority contest with respect to such proposed Tax Claimand Customer will be responsible for and liable for such Tax, as otherwise provided for in Section 8.3(a) or 8.3(c). (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case of any Tax audit, examination or judicial or administrative proceeding (If a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser claim shall be entitled to control the portion of the Tax Proceedingmade by any taxing authority, which, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable an Indemnified Party pursuant to this Agreement, then such Indemnified Party shall give prompt notice, and Parent Holdings shall be entitled in any event, notice within five (5) days of becoming aware of such claim, to control every other portion the Indemnifying Party in writing of such claim and of any counterclaim the indemnified party proposes to assert (a “Tax ProceedingClaim”); provided, however, that neither Parent Holdings nor any of its Affiliates the failure to give such notice shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially not affect the Tax liability indemnification provided hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as except to the progress extent the Indemnifying Party has been materially prejudiced as a result of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunderfailure. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is Tax Period, subject to Section 5.6(c)(ii), the Sellers shall, solely at their own cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or may be liable pursuant to this Agreementforego any and all administrative appeals, Parent Holdings or proceedings, hearings and conferences with any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, the Sellers shall not settle such Tax Claim without the prior written consent of the Buyers, which consent shall not be unreasonably withheld or delayed, and the Buyers, solely at their own cost and expense, and counsel of their own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim if they reasonably determine that such Tax Claim could have a material adverse impact on the Taxes of any of the Group Companies in a taxable period or portion thereof beginning after the Closing Date. At the request of the Sellers, and at the Sellers’ expense, the Company shall provide Sellers with assistance, information and documentation as may be reasonably requested in connection with a Tax Claim. (cii) Nothing contained The Sellers and the Buyers shall jointly control and participate in this all proceedings taken in connection with any Tax Claim relating to Taxes of any of the Group Companies for a Straddle Period, and shall bear their own respective costs and expenses. Neither the Sellers nor the Buyers shall settle any such Tax Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. (iii) With respect to any Tax Claim that the Sellers elect not to control pursuant to clause (i), the Buyers shall control all such proceedings. The Buyers shall not settle such Tax Claim without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed, and the Sellers, solely at their own cost and expense, and counsel of their own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim. The Buyers shall have a right to settle any such Tax Claim without the consent of the Sellers if the Sellers unreasonably delay consent in a manner that is reasonably likely to result in additional adverse Tax consequences to the Buyers after the Closing. (iv) This Section 9.3 5.6(c), and not Section 9.3, shall be construed as limiting controlling with respect to any party's right to indemnification under Section 9.1Tax Claims.

Tax Claims. (a1) In the case If any party becomes aware of any Tax audit, examination assessment or judicial or administrative proceeding other claim with respect to Taxes (a "Tax ProceedingTAX CLAIM") relating to a combined, consolidated that has been or unitary Tax Return that includes Mafco Holdings Inc. (or will be initiated against the Company by any predecessor or successor thereto), Laser shall be Taxing Authority for which Purchaser is entitled to indemnification from the Stockholders, such party shall promptly notify the other parties in writing of such Tax Claim. The Stockholders may control the portion defense of a Tax Claim at the Stockholders' own cost and expense and with their own counsel if the Stockholders notify Purchaser of their intent to do so within 30 calendar days of receipt of notice of the asserted Tax Proceeding, if any, relating solely to items liability (but not less than five days before the due date of any protest or other claim in respect thereof) and the Stockholders acknowledge in writing that such Tax Claim involves Pre-Closing Tax Period Taxes or Straddle Taxes for which Laser is liable pursuant the Company may be responsible. If the Stockholders elect to this Agreement, and Parent Holdings shall be entitled to control every other portion assume the defense of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect Claim, notwithstanding anything to the contrary contained herein, (i) the Stockholders shall consult with Purchaser and shall not enter into any settlement with respect to any such Tax liability hereunder of Laser, Claim without the Purchaser's prior written consent if the effect of Lasersuch settlement would be to increase the liability for Taxes of the Company or Purchaser for any period ending after the Closing Date, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) the Stockholders shall keep the other party Purchaser informed as of all material developments and events relating to the progress of such Tax Claim, ; and (iii) provide Purchaser shall have the other party with any information that it receives in connection with the Tax Proceedingright to participate, (iv) permit the other party to participate (at its own cost and expense) , in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any defense of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c2) Nothing contained in this Section 9.3 If, after receiving notification of a Tax Claim, the Stockholders (i) do not timely assume control of a Tax Claim involving Pre-Closing Tax Period Taxes or Straddle Taxes for which the Stockholders are responsible, or (ii) do not provide Purchaser with timely notice of a Tax Claim involving Taxes for which Purchaser is entitled to indemnification and as a result of such lack of notice Purchaser is actually prejudiced, then Purchaser shall have the full right to contest such Tax Claim, and shall be construed as limiting any party's entitled to settle or pay in full such Tax Claim (in its reasonable discretion), and thereafter pursue its right to indemnification under Section 9.110.2(a) without prejudice. In any such contest, Purchaser shall keep the Stockholders informed of all material developments and events relating to such Tax Claim, and Stockholders shall have the right to participate, at their own cost and expense, in the defense of such Tax Claim. The Stockholders shall reimburse Purchaser for all reasonable legal fees, costs and expenses incurred by Purchaser in connection with the defense, contest or settlement of any Tax Claim referred to in Section 10.2(d)(2).

Tax Claims. (ai) In the case With respect to any claim for indemnification for a breach of any Tax audit, examination a representation or judicial warranty contained in Section 3.12 or administrative proceeding a covenant contained in Section 5.1(o) or under Section 8.2(a)(iii) (a "“Tax Proceeding"Claim”) relating to a combinedPre-Closing Tax Period, consolidated the Holder Representative shall, solely at its own cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim and, without limiting the foregoing, may in its sole discretion pursue or unitary Tax Return that includes Mafco Holdings Inc. (or forego any predecessor or successor and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto), Laser shall be entitled to control the portion of and may, in its sole discretion, either pay the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of claimed or contest the Tax ProceedingClaim in any permissible manner; provided, however, that neither Parent Holdings nor the Holder Representative must first consult, in good faith with Buyer before taking any action with respect to the conduct of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect Claim. Notwithstanding the foregoing, the Holder Representative shall not settle such Tax liability hereunder of Laser, Claim without the prior written consent of LaserBuyer, which consent shall not be unreasonably withheld. Parent Holdings , and Buyer, and counsel of its own choosing at Buyer’s sole expense, shall be entitled have the right to control participate fully in all aspects of the Pre-Closing Period portion prosecution or defense of such Tax Claim if it reasonably determines that such Tax Claim could have a material adverse impact on the Taxes of the Company or any of the Company Subsidiaries in a Tax Proceeding relating to a Straddle Period Tax Return, period or a Tax Return for a Pre-Closing Period ending before portion thereof beginning after the Closing Date. (ii) With respect to any proceeding taken in connection with a Tax Claim relating to Taxes of the Company or any of its Subsidiaries for a Straddle Period, to the extent possible, Tax liabilities will be distinguished and each Party shall control the defense and settlement of Holdings those Taxes for which it is so liable (with the Holder Representative controlling the defense and settlement of those Taxes for which a Buyer Indemnified Party would be indemnified), although the other Party (or Worldwidethe Holder Representative on behalf of the Company) shall have the right to participate in such proceedings (at its own expense). To the extent a Tax liability cannot be so attributed, the Party that has the greater potential liability shall control the defense and settlement (with the Holder Representative controlling the defense and settlement of those Taxes for which the Buyer Indemnified Parties would be indemnified for the greater potential liability); provided, however, that neither Parent Holdings nor any the controlling Party (or the Holder Representative on behalf of its Affiliates the Company) shall not settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other Party (or the Holder Representative on behalf of the Company), which consent shall not be unreasonably withheld. (b) Parent Holdings , conditioned or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim")delayed. With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in As between this Section 9.3 5.11(d)(ii) and Section 8.3, this Section 5.11(d)(ii) shall be construed as limiting any party's right to indemnification under Section 9.1control.

Tax Claims. (a) In After the Closing, each of the Buyer and the Sellers’ Representative shall promptly notify the other party in writing upon receipt (in the case of the Representative, by either the Representative or any Tax auditSeller) of any written notice of any pending or threatened audit or assessment, examination suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or administrative proceeding (a "Tax Proceeding") similar claim relating to a combined, consolidated or unitary Taxes (“Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled Claim”) with respect to control the portion of the Tax Proceeding, if any, relating solely to items Losses for which Laser is the Sellers could be liable pursuant to under this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any Buyer’s delay or failure to so notify the Sellers’ Representative shall only relieve the Sellers of their obligations to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. (b) The Buyer will control, without affecting its Affiliates shall settle or otherwise dispose rights to indemnification under this Agreement, the defense of any issue all Tax Claims; provided, however, that the Sellers’ Representative and its counsel (at the Sellers’ Representative’s sole expense) may participate in (but not control the conduct of) the defense of any such Tax Proceeding Claim; provided, further, that could materially affect the Buyer may not settle or compromise any Tax liability hereunder Claim relating to a taxable period that ends on or before the Closing Date or, with respect to any taxable period beginning on or before and ending after the Closing Date, the portion of Lasersuch taxable period ending on and including the Closing Date, without the prior written consent of LaserSellers’ Representative’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, Disputes concerning whether or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written not consent of Laser, which consent shall not be the Sellers’ Representative has been unreasonably withheld. (b) Parent Holdings , conditioned or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as delayed will be referred to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable Independent Accountant pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimSection 7.7 below for resolution. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of any Tax audit, examination event a claim is made or judicial or administrative proceeding (a "Tax Proceeding") deficiency alleged following the Closing relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (the Company by the Internal Revenue Service or any predecessor or successor thereto)other taxing authority, Laser shall be entitled to control the portion of the Tax Proceedingwhich, if anysuccessful, relating solely would result in (i) an adjustment to items for the income, loss, credit or deductions allocated to Sellers or (ii) a loss or liability in respect of which Laser is liable indemnity properly may be sought against Sellers pursuant to this Agreement, then the following exclusively shall apply: (a) After the Company receives actual notice of such claim or alleged deficiency, Buyer shall, or Buyer shall cause the Company to, promptly notify Sellers’ Representative in writing of such claim or alleged deficiency and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose not make payment of any issue in any Tax claimed for at least 30 days after the giving of such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld.notice; (b) Parent Holdings Buyer shall, and Buyer shall cause the Company to, make available to Sellers’ Representative any relevant information relating to such claim or Laseralleged deficiency that is within the knowledge of Buyer or the Company; (c) If Sellers’ Representative desires that the Company contest such claim or alleged deficiency, Sellers’ Representative shall, within 30 days after receipt of notice by Sellers’ Representative from Buyer or the Company of such claim or alleged deficiency: (i) request by written notice to Buyer and the Company that such claim or alleged deficiency be contested; (ii) if requested by Buyer or the Company, furnish Buyer and the Company with an opinion of independent tax counsel selected by Sellers’ Representative and approved by Buyer (the “Approved Counsel”), at Sellers’ expense, to the effect that a meritorious defense exists with respect to such claim or alleged deficiency; and (iii) agree to indemnify Buyer and the Company in a manner satisfactory to Buyer and the Company and pay to Buyer or the Company on demand all liabilities and expenses which may reasonably be entailed in such defense; (d) Following Sellers’ Representative furnishing Buyer and the Company with such items as are set forth in Section 8.9.4(c), Buyer shall cause the Company to take such legal or other action reasonably requested by the Approved Counsel in contesting such claim or alleged deficiency, which may include, at the discretion of the Approved Counsel, the agreement to a reasonable settlement or the Company forgoing any and all administrative appeals, proceedings, hearings and conferences with the Internal Revenue Service or other appropriate taxing authority in respect of such claim or alleged deficiency, in which event Buyer shall cause the Company to either pay the Tax claimed (in which event Sellers shall promptly pay, on written request from Buyer or the Company, the amount of any such deficiency to Buyer or the Company) and sxx for a refund in the appropriate United States District Court and/or the United States Court of Claims and/or other appropriate courts or forums, as determined in the discretion of the Approved Counsel, or contest such claim or alleged deficiency in the United States Tax Court and/or other appropriate courts or forums; and (e) If Sellers have paid additional amounts to Buyer or the Company pursuant to Section 8.9.4(d) with respect to a Tax claim, action or proceeding and such Tax claim shall be ultimately recovered in whole or in part by Buyer or the Company, by reason of agreement with the Internal Revenue Service, the United States or other appropriate taxing authority, or any court decision (including a decision of the United States Tax Court or other comparable court or forum) which is not appealed, then Buyer or the Company, as the case may be, shall promptly notify pay Sellers’ Representative the other party in writing of any tax claim that could result in liability of additional amounts previously paid by Sellers to Buyer or the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim Company with respect to issues affecting the other party's indemnity hereunder. With respect to Tax claimed which was ultimately recovered plus any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service interest thereon received by Buyer or the appropriate stateCompany, local within 15 days after receipt thereof by Buyer or foreign taxing authority with respect to such Tax Claimthe Company. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of any Compaq shall have exclusive control over Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items Claims for which Laser Compaq is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldSection 9.1(a). (b) Parent Holdings CMGI and Compaq shall jointly have control (at each party's own expense) over Tax Claims that relate to any Straddle Period. Neither party may settle, concede or Lasermake any concession without the other party's written consent. (c) CMGI shall have exclusive control over all other Tax Claims. (d) The party controlling a Tax Claim pursuant to this Section 9.8 shall have the sole right to contest, litigate and Dispose of such Tax Claim and to employ counsel of its choice at its sole expense. (e) CMGI or Compaq, as the case may be, shall promptly notify the other party in writing of any tax claim Tax Claim that could may reasonably be likely to result in liability of the other party under this Agreement (Agreement; provided, however, that the failure to provide such notice shall not diminish the indemnifying party's obligation hereunder except to the extent such failure actually prejudices the indemnifying party's position as a "Tax Claim")result thereof. With respect to any such Tax Claim, the party not controlling the such Tax Proceeding with respect thereto Claim shall (i) not make any submission to any taxing authority Tax Authority without offering the other party the opportunity to review itsuch submission, (ii) not take any action or make (or purport to make) any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder, (iii) keep the other party informed as to any information that it receives regarding the progress of such Tax Claim, (iiiiv) provide the other party with any information that it receives in connection with regarding the nature and amounts of any proposed Disposition of the Tax ProceedingClaim, (ivv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority Tax Authority in which the indemnified Tax Claim is or may be a subject, solely to the extent such conference, meeting, or proceedings relate to the Tax Claim, and (vvi) permit notify the other party to participate (at its own expense) in of all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser Compaq is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates CMGI shall either file (cause to be filed submissions at Compaq's direction or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser appointed Compaq or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority solely with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of With respect to any Tax audit, examination litigation or judicial or administrative other proceeding (a "Tax Proceeding") relating with respect to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion Taxes of the Company involving Tax Proceeding, if any, relating solely matters or items that could reasonably be expected to items form the basis for which Laser is liable a claim of indemnification against the Holders pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Agreement (each a “Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of LaserClaim”), which consent shall not be unreasonably withheld. Parent Holdings shall be entitled Tax Claim relates solely to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before Tax Period, the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates Holder Representative shall settle or otherwise dispose of any issue in any have the right to control such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, including the party controlling defense and settlement thereof, at the cost and expense of the Effective Time Holders; provided that the Holder Representative notifies Parent in writing within five (5) Business Days of the receipt of written notice of such Tax Proceeding with respect thereto shall Claim from Parent that it intends to control such Tax Claim under this Section 6.5(a) and, assuming it issues such notification, (i) not make notifies Parent reasonably in advance of any submission substantive meetings or calls with the applicable taxing authorities and/or advisors and allows Parent to any taxing authority without offering the other party the opportunity to review it, participate at its own expense in same; (ii) keep the other party pursues such defense in a diligent and commercially reasonable manner, (iii) keeps Parent reasonably informed as to concerning the progress of such meetings or calls in which Parent does not participate, (iv) promptly following receipt or submission thereof, provides Parent copies of all correspondence and other documents relevant to such Tax Claim, (iiiv) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified does not settle such Tax Claim is without the express written consent of Parent, which consent will not be unreasonably withheld, conditioned or may be a subjectdelayed, and (vvi) permit the other party unless Parent fails to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating respond to a Pre-Closing Period written request to Parent from the Holder Representative for which Laser is or may be liable pursuant comments within seven (7) Business Days after receipt thereof, does not submit any substantive document to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign a taxing authority with respect to such Tax Claim without Parent’s express written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, further, that the Holder Representative shall no longer control such Tax Claim following such time as Parent determines in its good faith discretion there is a material risk that either (A) the Holder Representative is in material noncompliance with the foregoing clauses (i) through (vi), or (B) Parent will not be fully indemnified for any Losses it would suffer as a result of such Tax Claim and that Parent’s assumption of such defense will materially decrease the risk to Parent associated with such Tax Claim. (b) With respect to any Tax Claim (i) involving Tax matters or items that could reasonably be expected to form the basis for a material claim of indemnification against the Holders pursuant to this Agreement and (ii) that the Holder Representative does not or cannot elect to control pursuant to Section 6.5(a), Parent will control such Tax Claim, including the defense and settlement thereof. In such event, Parent shall (A) notify the Holder Representative reasonably in advance of any substantive meetings with the applicable taxing authorities and/or advisors and allows the Holder Representative to participate at the expense of the Effective Time Holders2 in same; (B) keep the Holder Representative reasonably informed concerning the progress of such meetings or calls in which the Holder Representative does not participate, (C) promptly following receipt or submission thereof, provide the Holder Representative copies of all correspondence and other documents relevant to such Tax Claim, and (D) not settle such Tax Claim without the express written consent of the Holder Representative, which consent will not be unreasonably withheld, conditioned or delayed; provided, in each case, that the fact that Parent controls a Tax Claim shall not limit Parent’s right to indemnification, including for fees and expenses, pursuant to Article VIII. (c) Nothing contained To the extent any provisions in Article VIII are inconsistent with this Section 9.3 6.5 with respect to any Tax Claim, this Section 6.5 shall be construed as limiting any party's right to indemnification under Section 9.1control.

Tax Claims. (a) In If, subsequent to the case Closing, any of Acquiror, the Company and its Subsidiaries, or the Securityholders’ Representative receives written notice from a Tax Authority of a claim, assessment, deficiency, investigation, audit or Proceeding by any Tax auditAuthority that, examination or judicial or administrative proceeding if successful, could result in an indemnity payment hereunder (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control then as soon as reasonably practical but in no event later than ten (10) Business Days after receipt of such notice, Acquiror, the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, Company and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax ReturnSubsidiaries, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or LaserSecurityholders’ Representative, as the case may be, shall promptly notify give written notice of such Tax Claim to the other party in writing of parties; provided that any tax claim that could result in liability of failure to timely provide such notification shall not affect the other party applicable Parties’ indemnification obligation under this Agreement (a "Tax Claim"). With respect Agreement, except to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall extent such Parties have been actually and materially prejudiced by such failure. (i) not make The Securityholders’ Representative shall have fifteen (15) days following its receipt of notice of such Tax Claim to elect in writing (through delivery of such written election to the Acquiror) to control (at the Escrow Participants’ cost and expense) any submission Tax Claim that relates solely to any taxing authority without offering Tax Returns or Taxes of the other party Company and its Subsidiaries for Taxable periods ending on or before the opportunity to review itClosing Date; provided, that (A) the Securityholders’ Representative will conduct such Tax Claim diligently and in good faith, (iiB) keep the other party informed as Acquiror shall have the right to (I) receive copies of all written notice and correspondence received from any Tax Authority with respect to such Tax Claim and otherwise to be reasonably apprised of the progress initiation and status of any such Tax Claim, (iiiII) provide the other party with receive copies of and to comment on any information that it receives written materials submitted to any Tax Authority in connection therewith, including due consideration by the Securityholders’ Representative in good faith with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claimsuch comments, the party not controlling the Tax Proceeding (III) be present at and participate fully, at Acquiror’s sole cost and expense, in any meetings, conferences, proceedings or appearances with respect thereto shall not take any action or make any representations in connection with to such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreementand (IV) obtain, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate stateAcquiror’s sole cost and expense, local or foreign taxing authority separate counsel with respect to such Tax Claim, and (C) the Securityholders’ Representative shall not consent to the entry of any judgment with respect to such Tax Claim or enter into any settlement with respect to such Tax Claim (or otherwise compromise such Tax Claim) without the prior written consent of the Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed). If the Securityholders’ Representative does not notify the Acquiror that the Securityholders’ Representative elects to assume control of a Tax Claim within fifteen (15) days after the Securityholders’ Representative receipt of written notice of the Tax Claim, the Securityholders’ Representative shall be deemed to have elected not to assume control of the Tax Claim. (cii) Nothing contained The Acquiror shall control all aspects of each Tax Claim other than any Tax Claim conducted by the Securityholders’ Representative in accordance with Section 6.6(d)(i); provided, however, that, to the extent such Tax Claim is reasonably expected to result in an indemnity payment by the Escrow Participants hereunder, (A) Acquiror shall keep the Securityholders’ Representative informed of all developments on a timely basis, and (B) Acquiror shall not consent to the entry of any judgment with respect to such Tax Claim or enter into any settlement with respect to such Tax Claim (or otherwise compromise such Tax Claim) without the prior written consent of the Securityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the costs and expenses for defending or controlling any Tax Claims or other Proceeding with respect to the Taxes of the Company and its Subsidiaries for Pre-Closing Tax Periods incurred by the Acquiror pursuant to this Section 9.3 6.6(d)(ii), whether or not such Tax audit or Proceeding results in any adjustment, shall be construed as limiting offset against Escrow Shares by canceling a corresponding number of Escrow Shares and any party's right to indemnification under remaining balance of such amounts shall be paid by the Escrow Participants. This Section 9.16.6(d) shall exclusively govern the notice and conduct of any Tax Claim and Section 9.6 shall not apply.

Tax Claims. (a) In the case of If a claim shall be made by any Tax audit, examination or judicial or administrative proceeding taxing authority either (a "Tax Proceeding"i) relating to a combinedany Pre-Closing Period or (ii) which, consolidated or unitary if successful, might result in an indemnity payment to Buyer pursuant to Section 7.6 (including any Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaims described in Section 7.5(d)), Laser then Buyer shall be entitled give notice to control Sellers’ Representative in writing of such claim and of any counterclaim the portion of the Indemnified Party proposes to assert (each a “Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim”); provided, however, that neither Parent Holdings nor the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such failure. (b) With respect to any Tax Claim relating to any a Pre-Closing Period, Sellers’ Representative shall, solely at the Sellers’ cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its Affiliates shall settle sole discretion pursue or otherwise dispose of forego any issue and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers’ Representative shall not settle such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserBuyer, which consent shall not be unreasonably withheld. Parent Holdings , conditioned or delayed, and Buyer, and counsel of its own choosing, shall be entitled have the right to control participate fully, at its sole cost and expense, in all aspects of the Pre-Closing Period portion prosecution or defense of such Tax Claim if it reasonably determines that such Tax Claim could have a Tax Proceeding relating to a Straddle Period Tax Return, material adverse impact on the Taxes of the Corporation or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates Subsidiaries in a taxable period or portion thereof beginning after the Effective Date. (c) Sellers’ Representative and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Corporation or any of its Subsidiaries for a Straddle Period, and shall bear their own respective costs and expenses. Neither Sellers’ Representative nor Buyer shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other, which consent shall not be unreasonably withheld, conditioned or delayed. (bd) Parent Holdings or Laser, as the case may be, Buyer shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in control all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period taxable period or portion thereof beginning after the Effective Date. Sellers’ Representative, and counsel of its own choosing, shall have the right to participate at its sole cost and expense in all aspects of the prosecution or defense of such Tax Claim if Sellers’ Representative reasonably determines that such Tax Claim could result in the Sellers having an obligation to indemnify Buyer for which Laser is all or may be liable a portion of such Tax Claim pursuant to this AgreementSection 7.4, Parent Holdings or and Buyer shall not settle any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimClaim without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Indemnified Party pursuant to Section 7.01 or 7.02, respectively, or which may result in an adjustment to the case Taxes of any Tax auditSeller, examination Acquiror or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or LaserSellers, as the case may beapplicable, shall promptly notify the other party in writing of any tax such claim that could result (a “Tax Claim”). If notice of a Tax Claim is not given to the indemnifying party within a sufficient period of time to allow such party to effectively contest such Tax Claim, or in liability reasonable detail to apprise the indemnifying party of the other party under this Agreement (a "nature of the Tax Claim"). With , in each case taking into account the facts and circumstances with respect to any such Tax Claim, the indemnifying party controlling shall not be liable to the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, Indemnified Party. (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating solely to Taxes of Kos Investments or Kos Holdings for a Pre-Closing Period Preclosing Period, Sellers shall control all proceedings in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, settle such claim and, if applicable, either pay the Tax claimed and xxx for which Laser is a refund where applicable Law permits such refund suits or may be liable pursuant to this Agreementcontest the Tax Claim in any permissible manner; provided, Parent Holdings or any however, that Acquiror and counsel of its Affiliates own choosing and at its own expense shall either file (have the right to participate fully in all aspects of the prosecution or cause defense of such Tax Claim. Acquiror shall control all proceedings taken in connection with any Tax Claim relating solely to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with Taxes of Kos Investments and Kos Holdings for a Straddle Period, provided that in such case Acquiror shall not settle any Taxes for the Internal Revenue Service or Straddle Period without the appropriate state, local or foreign taxing authority prior written consent of Sellers. Acquiror shall control all other proceedings with respect to all other Tax Claims. (iii) Acquiror, Kos Investments and Kos Holdings shall cooperate with Sellers in contesting any Tax Claim, which cooperation shall include the retention and, upon Sellers’ request, the provision to Sellers of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of any Tax audit, examination or judicial or administrative proceeding (If a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser claim shall be entitled to control the portion of the Tax Proceedingmade by any taxing authority, which, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable the Indemnified Party pursuant to this AgreementSection 9.6, and Parent Holdings the Indemnified Party shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing the Indemnifying Party reasonably promptly of any tax such claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect ; provided, however, that the failure to any Tax Claim, give such prompt written notice shall not affect the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as indemnification provided hereunder except to the progress extent the Indemnifying Party has actually and materially been prejudiced as a result of such Tax Claim, failure. (iiib) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority Taxes with respect to any taxable period ending on or before the Measurement Date, ABB shall control all proceedings and may make all decisions in connection with such Tax Claim. (c) Nothing contained in this Section 9.3 , including initiating any claim for refund, amending any Tax Return and contesting, resolving and defending against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes, provided that Purchaser, and counsel of Purchaser's own choosing, shall be construed as limiting any party's have the right to indemnification under Section 9.1comment on all aspects of the prosecution or defense of such Tax Claim that could affect the Taxes of Purchaser or any Acquired Company after the Measurement Date, and provided further that ABB shall not settle any Tax Claim that could affect the Taxes of Purchaser or any Acquired Company after the Measurement Date without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). Except as provided in the preceding sentence, Purchaser shall control all proceedings with respect to all other Tax Claims and may make all decisions in connection with such Tax Claims; provided, however, that Purchaser or any Affiliate or representative thereof shall not settle any Tax Claim that could affect the Tax liability of ABB or any Affiliate thereof before the Measurement Date without prior written consent of ABB (which consent shall not be unreasonably withheld or delayed).

Tax Claims. (a) Each Party shall promptly notify the other Party in writing on receipt by that Party or any of their respective Affiliates (including for Purchaser the Corporation and the Subsidiaries) or Representatives of notice of any pending or threatened federal, provincial, state, local or foreign Tax audits, examinations, claims or assessments (a "Tax Claim") for which that Party is entitled to seek, or is seeking or intends to seek, indemnification pursuant to the applicable part of Section 11.1. (b) Purchaser shall represent the interests of the Corporation and the Subsidiaries in and with respect to any Tax Claim relating to taxation years ending on or before the Working Capital Date and employ counsel of its own choice for that purpose. Vendor shall be entitled to participate in or with respect to that Tax Claim relating (in whole or in part) to Taxes attributable to taxation years ending on or before the Working Capital Date and, with the written consent of Purchaser, and at Vendor's sole expense, may assume the entire control of that Tax Claim. Purchaser, with the written consent of Vendor, shall have the right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of the Corporation and any of the Subsidiaries for any taxation year ending on or before the Working Capital Date. In the case of any Tax auditStraddle Period, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser Vendor shall be entitled to control participate at its expense in or with respect to any Tax Claim relating (in whole or in part) to Taxes attributable to the portion part of that Straddle Period ending on or before the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this AgreementWorking Capital Date, and Parent Holdings shall be entitled to with the written consent of Purchaser, and at Vendor's sole expense, may assume the entire control every other portion of that Tax Claim. From and after the Tax Proceeding; providedClosing, howeverneither Purchaser, that neither Parent Holdings the Corporation, any Subsidiary nor any of its their respective Affiliates or Representatives shall settle or otherwise dispose compromise, or agree to settle or compromise, any Tax Claim which may be the subject of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, indemnification by Vendor under Section 11.1 without the prior written consent of LaserVendor. (c) If the results of any Tax Claim involve an issue that: (i) recurs in any taxation year (or part thereof) of the Corporation or any Subsidiary ending on or after the Closing Date; or (ii) otherwise may reasonably be expected to materially and adversely affect Purchaser, the Corporation or any Subsidiary for any taxation year (or part thereof) ending on or after the Closing Date, then there shall be no settlement, closing or other agreement with respect to that issue without the consent of such affected Party, which consent shall not be unreasonably withheldwithheld or delayed. Parent Holdings Purchaser shall be entitled have the right to control the Pre-Closing Period portion conduct of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings the Corporation or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority Subsidiary with respect to such any Tax Claimmatter arising in a period (or part thereof) ending after the Closing Date. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. With respect to any inquiries, audits or similar proceedings by any Taxing Authority relating to Taxes with respect to the Company or Company Subsidiaries (aa “Tax Claim”) In and attributable to a taxable period ending on or before the case Closing Date or otherwise relating to, or affecting, a Seller Consolidated Tax Return, Seller shall control at its own expense all Tax Claims and may make all decisions taken in connection with such Tax Claims (including selection of counsel and settlement of such Tax Claims), provided that Buyer will be entitled to participate in any Tax auditClaims at its own expense (except to the extent such Tax Claim relates to a Seller Consolidated Tax Return); provided, examination or judicial or administrative proceeding (a "further, that with respect to any Tax Proceeding") Claim relating to a combined, consolidated or unitary Tax Return other than a Seller Consolidated Tax Return that includes Mafco Holdings Inc. (could reasonably be expected to increase any Tax liability of Buyer or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates (including, after the Closing, the Company and the Company Subsidiaries) by more than a de minimis amount for a Straddle Period or Post-Closing Tax Period, (x) Buyer will be entitled to participate in such Tax Claims at its own expense, (y) Seller shall settle provide Buyer copies of all material written correspondence and other material documents relevant to such Tax Claims, and (z) Seller will not settle, compromise or otherwise dispose of any issue in abandon any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings Buyer shall be entitled control at its own expense all proceedings attributable to control the Pre-Closing Period portion of a any Tax Proceeding Claim relating to a Straddle Period Tax Return, or a Tax Return for a PrePost-Closing Tax Period ending before the Closing Date, and may make all decisions taken in connection with such Tax Claims (including selection of Holdings or Worldwidecounsel and settlement of such Tax Claims); provided, however, that neither Parent Holdings nor with respect to any Tax Claims for which Seller would have an obligation to indemnify under this Agreement or that could reasonably be expected to increase any Tax liability of Seller or any of its Affiliates shall settle or otherwise dispose of any issue (including, prior to the Closing, the Company and the Company Subsidiaries) by more than a de minimis amount, (x) Seller will be entitled to participate in any such Tax Proceeding that could materially affect the Claims at its own expense, (y) Buyer shall provide Seller copies of all material written correspondence and other material documents relevant to such Tax liability hereunder of LaserClaims, and (z) solely with respect to any Tax Claims for which Seller would have an obligation to indemnify under this Agreement and Buyer has not waived such Seller obligation, Buyer shall not settle such Tax Claim without the prior written consent of LaserSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case If a written notice is received regarding any Legal Proceeding with respect to Taxes or Tax Returns in respect of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall which an indemnity may be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable sought pursuant to this AgreementArticle 10 (a “Tax Claim”), and Parent Holdings the notified Party shall be entitled give the other Party prompt written notice, no later than fifteen (15) days after receipt by such notified Party of such written notice, of such Tax Claim; provided, that the failure or delay by the applicable notified Party to control every provide notice of such Tax Claim to the other portion Party shall not affect the rights or obligations of the Parties under this Agreement except to the extent the other Party has been materially prejudiced as a result of such failure or delay. Upon the Indemnitee’s delivery of notice to the Indemnitor within thirty (30) days of the Indemnitee’s receipt of written notice of such Tax ProceedingClaim, the Indemnitor shall have the right (at its option and expense) to assume the defense of such Tax Claim; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laserthat, as between the case may beParties, (a) the controlling Party shall promptly notify keep the other party non-controlling Party reasonably informed and consult in writing of any tax claim that could result in liability of good faith with the other party under this Agreement (a "Tax Claim"). With noncontrolling Party with respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission issue relating to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iiib) the controlling Party shall provide the non-controlling Party with copies of all correspondence, notices and other party written material received from any Government Entity with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any such Tax Claim, (c) the party not controlling Party shall provide the Tax Proceeding non-controlling Party with respect thereto shall not take a copy of, and an opportunity to review and comment on, all submissions made to any action or make any representations Government Entity in connection with such Tax Claim and (d) the controlling Party may not agree to a settlement or compromise thereof without any prior written consent of the non-controlling Party. If the Indemnitor fails to notify the Indemnitee of its election to control such a Tax Claim within thirty (30) days following receipt by the Indemnitor of written notice of such Tax Claim, the Indemnitee shall control such Tax Claim, subject to this Section 10.06. The Parties shall cooperate, as and to the extent reasonably requested by such other Party, in connection with respect to issues affecting any such Tax Claim. Such cooperation shall include the retention and, upon such other party's indemnity hereunder. With respect Party’s request, the provision of records and information that are reasonably relevant to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Parent shall promptly notify the case Representative in writing following any demand, claim, or notice of commencement of any Tax audit, examination examination, assessment or judicial or administrative proceeding (a "Tax Proceeding") other Action relating to the Taxes of the Company for which the Equityholders may be liable (each a combined, consolidated or unitary “Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser and shall describe in reasonable detail (to the extent known by Parent) the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”). This Section 10.9 shall govern the defense of any Tax Claim notwithstanding Section 9.6. (b) With respect to a Tax Claim that relates to any taxable period ending on or before the Closing Date, the Representative shall have the right (but not the obligation) to elect to assume and control the defense of such Tax Claim by written notice to Parent within thirty (30) Business Days after delivery by Parent to Representative of the Tax Claim Notice. If the Representative elects to assume and control the defense of such Tax Claim, (i) the Representative (A) shall be entitled to control the portion engage its own counsel, (B) shall keep Parent reasonably informed of all material developments and events relating to such Tax Claim and (C) may contest, settle or compromise the Tax ProceedingClaim in any permissible manner, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates the Representative shall settle or otherwise dispose not be permitted to consent to the entry of any issue in judgment or enter into any settlement of such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laser, which consent shall Parent (not to be unreasonably withheld. , conditioned, or delayed), and (ii) Parent Holdings (A) shall (and shall cause its Affiliates, including the Company) to cooperate with the Representative in pursuing such Tax Claim and (B) shall have the right to participate in (but not control) the defense of such Tax Claim at its own cost and expense. (c) With respect to any Tax Claim that the Representative does not timely elect to control pursuant to Section 10.9(b) or that relates to a Straddle Period, Parent shall control the defense of such Tax Claim, in which case: (i) Parent (A) shall be entitled to control engage its own counsel, (B) shall keep the Pre-Closing Period portion Representative reasonably informed of a Tax Proceeding all material developments and events relating to a Straddle Period such Tax ReturnClaim and (C) may contest, settle or a compromise the Tax Return for a Pre-Closing Period ending before the Closing DateClaim in any permissible manner, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose not be permitted to consent to the entry of any issue in judgment or enter into any settlement of such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laser, which consent shall the Representative (not to be unreasonably withheld, conditioned, or delayed), and (ii) Representative (A) shall cooperate with Parent in pursuing such Tax Claim and (B) shall have the right to participate in (but not control) the defense of such Tax Claim at its own cost and expense. (bd) Parent Holdings or LaserNotwithstanding anything to the contrary in this Section 10.9(b), as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability control of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser that is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with covered under the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 R&W Insurance Policy shall be construed as limiting any party's right subject to indemnification under Section 9.1the provisions thereof.

Tax Claims. If, subsequent to the Closing, any of Acquiror, the Company, any Company Subsidiary or the Securityholders’ Representative receives notice of a claim by any Tax Authority that, if successful, might result in an indemnity payment hereunder or seeks a Refund Disallowance (aa “Tax Claim”), then within ten (10) In Business Days after receipt of such notice, Acquiror, the Company or the Securityholders’ Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Securityholders’ Representative shall have the right, at its own expense, to (i) participate in and (ii) with respect to any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return Claim that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating relates solely to items for which Laser is liable pursuant to this AgreementPre-Closing Tax Periods, and Parent Holdings shall be entitled to control every other portion assume the defense of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding Claim; provided that could materially affect (i) the Securityholders’ Representative provides written notice of its intent to assume such defense within fifteen (15) Business Days after it has received written notice of such Tax liability hereunder of LaserClaim, (ii) the Securityholders’ Representative’s counsel is reasonably satisfactory to Acquiror, (iii) the Securityholders’ Representative shall thereafter consult with Acquiror upon Acquiror’s reasonable request for such consultation from time to time with respect to such Tax Claim and (iv) the Securityholders’ Representative shall not, without the prior written consent of LaserAcquiror’s consent, which consent shall not be unreasonably withheld, conditioned or delayed, agree to any settlement with respect to any Tax. Parent Holdings Acquiror shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Securityholders’ Representative. Acquiror shall not settle any Tax Claim in respect of which indemnity may be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability sought hereunder of Laser, without the prior written consent of Laserthe Securityholders’ Representative, which consent shall not be unreasonably withheld. , conditioned or delayed. Notwithstanding the previous sentence, if the Securityholders’ Representative does not respond to any request to settle a Tax Claim within fifteen (b15) Parent Holdings or LaserBusiness Days, as the case Acquiror may be, settle such Tax Claim in its sole discretion. The Company Securityholders shall pay Acquiror promptly notify the other party in writing for their portion of any tax claim Indemnifiable Damages that could result in liability results from the resolution of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide to the other party with any information extent that it receives in connection with such amounts have not been recovered from the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimEscrow Amount. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. Parent shall promptly (aand shall cause its Affiliates to promptly) In notify the case Members’ Representative following receipt of written notice of any audit, examination, notice of deficiency, administrative or judicial proceeding or claim by any Taxing Authority in respect of any Tax audit, examination Return or judicial or administrative proceeding Taxes of the Company for any Pre-Closing Tax Period (a "Tax Proceeding"including the pre-Closing portion of any Straddle Period) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items Taxes for which Laser is liable an indemnification claim could reasonably exist or result against any Member pursuant to the terms of this AgreementAgreement ‎(each, and Parent Holdings shall be entitled to control every other portion of the a “Tax ProceedingClaim”)‎; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent failure to comply with this provision shall not be unreasonably withheld. Parent Holdings shall be entitled affect Parent’s right to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Returnindemnification hereunder, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as except and only to the progress of such Tax Claim, extent that the rights or defenses available to the Members (iiiincluding the Members’ Representative) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereundersuch claim are forfeited or materially prejudiced by reason of such failure. With respect to any Tax Claim relating to a PrePass-Through Tax Return for a Tax period ending on or before the Closing Period Date or a Tax for which Laser is or may be liable any Member could have liability pursuant to the indemnification terms of this Agreement, the Members’ Representative shall have the right, but not the obligation, to control the settlement and resolution of (including the right to appoint the “partnership representative” and the “designated individual,” as those terms are used in Section 6223 of the Code and Treasury Regulation Section 301.6223-1(b)(3), and the “tax matters partner” as that term is defined in Section 6231 of the Code for years prior to 2018, as applicable) each such Tax Claim by providing written notice to Parent Holdings within fifteen (15) days of ​ 4855-0363-3265.v2 Parent’s (or, if applicable, its Affiliate’s) delivery to the Members’ Representative of notice of the applicable Tax Claim; provided, that (a) the Members’ Representative shall keep Parent reasonably informed of all material developments relating to any Tax Claim controlled by Members’ Representative, (b) Parent shall be entitled to participate in such Tax Claim at its own expense, including‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Claim, and (c) Members’ Representative may not agree to a settlement or compromise thereof without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall have the right to control any other Tax Claim (including any such Tax Claim which the Members’ Representative does not elect to control pursuant to the foregoing provisions); provided, that, if the Tax Claim relates to Taxes for which an indemnification claim could exist against any Member pursuant to the terms of this Agreement‎, (v) Parent shall keep the Members’ Representative reasonably informed of all material developments relating to any Tax Claim controlled by Parent, (x) Members’ Representative shall be entitled to participate in such Tax Claim at its own expense, including‎ having an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Claim, and (z) Parent shall not (and shall not permit any of its Affiliates shall either file (including the Surviving Company) to) agree to (or cause permit or cause) a settlement or compromise thereof without the prior written consent of the Members’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Members’ Representative shall have the sole right to be fileddesignate the “partnership representative” (within the meaning of Code Section 6223) submissions at Laser's direction of the Company and any “designated individual” within the meaning of Treasury Regulation Section 301.6223-1(b)(3), in each case, for any taxable period, or appoint (portion thereof, of the Company that ends on or cause before the Closing Date. Notwithstanding anything to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained contrary in this Agreement, the provisions of Article VIII are subject to the foregoing provisions of this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.19.1(g).

Tax Claims. (ai) In After the case Closing, Purchaser, the Georgia C-Corporation and their respective Affiliates shall promptly notify the Sellers’ Representative in writing upon receiving notice from any Governmental Authority of the commencement of any claim, audit, examination, or administrative or court proceeding relating to any Taxes of the Georgia C-Corporation (a “Tax Claim”) for a Pre-Closing Tax Period or a Straddle Period; provided, that no failure or delay on the part of Purchaser in notifying the Sellers’ Representative shall relieve the Sellers from any obligation hereunder except to the extent that they are actually and materially prejudiced as a result of such failure to delay. (ii) Purchaser shall control the conduct of any Tax Claim; provided, that, if such Tax Claim would be expected to create or increase any indemnification obligation hereunder (taking into account any limitations on indemnification contained in Article VIII), Purchaser shall: (A) permit the Sellers’ Representative to participate (at the Sellers’ own expense) in such Tax Claim, (B) provide the Sellers’ Representative with a timely and reasonably detailed account of each phase of such Tax Claim, (C) reasonably consult with the Sellers’ Representative and offer the Sellers’ Representative a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Claim and (D) not settle such Tax Claim with first obtaining the Sellers’ Representative’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). (iii) In connection with an audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating that relates to a combined, consolidated or unitary an income Tax Return that includes Mafco Holdings Inc. of the Georgia Company, Purchaser, the Sellers and the Sellers’ Representative agree to: (A) cause either the “partnership representative” or “designated individual” (within the meaning of Section 6223 of the Code and the Treasury Regulations promulgated thereunder or any similar provision under any state or local Law), to make the election provided for in Section 6226 of the Code (or any predecessor similar state or successor theretolocal Law), Laser shall be entitled (B) file any statements or take any other actions required by applicable Law in order to control make any such election with respect to any “imputed underpayment” within the portion meaning of Section 6225 of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor Code (or any of its Affiliates shall settle or otherwise dispose similar provision of any issue state or local Law) arising in connection with any such Tax Proceeding that could materially affect audit, examination or judicial or administrative proceeding and (C) provide each other with any information necessary to make the Tax liability hereunder of Laser, without election described in clause (A) or file any statements or take any actions contemplated by the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldpreceding clause (B). (biv) Parent Holdings or Laser, as the case may be, shall promptly notify the other party Notwithstanding anything in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With to the contrary, this Section 6.12(d) shall control with respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (aNotwithstanding anything to the contrary in Section 9.3, this Section 9.4(b) In the case of shall apply to all claims, audits, examinations and other proposed changes or adjustments by any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or taxing authority concerning any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items Taxes for which Laser ITTI is liable or may be liable, in whole or in part, pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (each a "Tax Claim"). With respect to any Tax Claim, ITTI shall, at its own expense and provided that ITTI acknowledges in writing its liability under this Agreement to hold Purchaser harmless against the party controlling the Tax Proceeding with respect thereto shall (i) not make full amount of any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed change or adjustment which may be made as to the progress a result of such Tax Claim, (iii) provide control the other party defense and settlement of such Tax Claim and Purchaser agrees to cooperate with any information that it receives ITTI in connection with pursuing such Tax Claim. ITTI shall use reasonable efforts to keep Purchaser informed of all material developments and events relating to such Tax Claim and Purchaser shall have the Tax Proceedingright, (iv) permit the other party to participate (at its own expense, to observe (but not to control) the conduct of any Tax Claim, provided, however that if ITTI does not assume the defense of any such Tax Claim, Purchaser 134 126 may defend the same in all conferencessuch manner as it may deem appropriate, meetings or proceedings with any taxing authority in which the indemnified including, but not limited to, settling such Tax Claim after giving 15 Business Days' prior written notice to ITTI setting forth the terms and conditions of settlement. In the event that a potential adjustment as to which ITTI has acknowledged its liability is or may present in the same Tax Claim as a potential adjustment for which Purchaser would be a subjectliable, and (v) permit Purchaser shall have the other party to participate (right, at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect , to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with control such Tax Claim with respect to issues affecting the other party's indemnity hereunderlatter proposed adjustment. With respect to any Tax Claim relating for a Straddle Period that relates to both the portion of such Straddle Period that ends on the Closing Date and the portion of such Straddle Period that begins after the Closing Date, (i) each party may participate in the Tax Claim, and (ii) the Tax Claim shall be controlled by the party which would bear the burden of the greater portion of the sum of adjustment and any corresponding adjustment and any corresponding adjustments that may be reasonably be anticipated for future Tax periods, which determination shall be made by the parties in good faith. The principles set forth in the preceding sentence also shall govern for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by Purchaser and ITTI. With respect to a Pre-Tax Claim which involves an issue that recurs for any taxable period that begins after the Closing Period for which Laser is Date (whether or not the subject of a Tax Claim at such time) (i) each party may participate in the Tax Claim, and (ii) the Tax Claim shall be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file controlled jointly by the parties (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with such Tax Claim a "Joint Control Tax Claim"). Any disputes arising between the Internal Revenue Service or the appropriate state, local or foreign taxing authority parties with respect to such a Joint Control Tax Claim. (c) Nothing contained Claim which cannot be resolved within 30 days of receipt by one party of a written notice from the other party which specifies in this Section 9.3 reasonable detail the nature of any disagreement shall be construed submitted for resolution to the Independent Accounting Firm which 135 127 shall, within 30 days after such submission, or such longer period as limiting any party's right the Independent Accounting Firm may reasonably require, determine and report to indemnification under Section 9.1ITTI and Purchaser upon such disputes, and such determination shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be shared equally between Purchaser and ITTI.

Tax Claims. (ai) In Each Party shall give prompt notice to the case other Parties of the assertion of any Tax auditclaim, examination or judicial the commencement of any Proceeding with respect to Taxes of DFC Holdings for any taxable period or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. the income of which is passed through and reported on any Tax Return of the C&C Parties (or any predecessor or successor theretoeach, a “Tax Claim”), Laser . The C&C Parties shall be entitled to direct and control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose defense of any issue in Tax Claim at their own expense; provided that for any such Tax Proceeding Claim that could materially reasonably be expected to affect the Tax liability hereunder of LaserNew Xxxx or any of its Subsidiaries after Completion (including any Tax Claim to which the Revised Partnership Audit Rules apply), New Xxxx may participate at its sole expense and will be kept informed of the material aspects of such Tax Claim, and the C&C Parties shall not (and shall not permit DFC Holdings to) settle or compromise any such Tax Claim without the New Xxxx’x prior written consent of Laser, which consent shall (not to be unreasonably withheld, conditioned or delayed). Parent Holdings New Xxxx shall be entitled control the defense of any Tax Claim that the C&C Parties elect not to control; provided that (i) the C&C Parties shall (A) take all necessary steps to permit New Xxxx to control such defense (including appointing New Xxxx as the Pre-Closing Period portion “partnership representative,” if applicable), and (B) be kept informed of a all aspects of such Tax Proceeding relating to a Straddle Period Tax ReturnClaim, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of and (ii) New Xxxx shall not (and shall not permit DFC Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall to) settle or otherwise dispose of any issue in compromise any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the C&C Parties’ prior written consent of Laser, which consent shall (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, each of the parties hereto agrees that with respect to any Tax Claim to which the Revised Partnership Audit Rules apply, an election pursuant to Section 6226(a) of the Code (or any corresponding elections under state and local law) shall be made. (bii) Parent Holdings or Laser, as The C&C Parties shall give prompt notice to New Xxxx of the case may be, shall promptly notify the other party in writing assertion of any tax claim that or the commencement of any Proceeding the resolution of which could result in liability of the other party reasonably be expected to give rise to an indemnity claim against New Xxxx under this Agreement Clause 8.7(i)(i)(A) (each, a "“Specified Tax Claim"”). With respect to any such Specified Tax Claim, the party controlling the Tax Proceeding with respect thereto C&C Parties shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (iiA) keep New Xxxx informed of the other party informed as to the progress material aspects of such Specified Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (ivB) permit the other party New Xxxx to participate (at its own expense) in all conferences, meetings or proceedings sole expense with respect to any taxing authority in which the indemnified portion of such Specified Tax Claim is or may be a subjectthat relates to the subject matter of the Specified Tax Representation, and (vC) permit the other party to participate (at its own expense) in all court appearances in which the indemnified not settle or compromise any portion of such Specified Tax Claim is or may be a subject. With respect that relates to any the subject matter of the Specified Tax Claim, the party Representation without New Xxxx’x prior written consent (not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction unreasonably withheld, conditioned or appoint (delayed), unless the C&C Parties agree in writing that such settlement or cause compromise will not give rise to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claiman indemnity claim against New Xxxx under Clause 8.7(i)(i)(A). (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case If any Taxing Authority issues to any Acquired Company, Buyer or any of any Tax its Affiliates a written notice of its intent to audit, examination examine or judicial conduct a Proceeding, or administrative proceeding a written notice of its determination of an objection to an assessment, in either case solely with respect to Taxes or Tax Returns of the Acquired Companies for a Pre-Closing Tax Period (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled Buyer will give prompt notice to control the portion Wolverine of the such Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim following receipt; provided, however, that neither Parent Holdings the failure to timely notify Xxxxxxxxx will not relieve any Seller Party from Liability pursuant to ARTICLE 7 except to the extent such Seller Party is materially prejudiced as a consequence of such failure. Wolverine at its expense will control any Tax Claim with respect to the Acquired Companies for Pre-Closing Tax Periods (“Seller Tax Claims”); provided, however, that Wolverine will keep Buyer reasonably informed regarding the progress and substantive aspects of any Seller Tax Claim and Buyer will be entitled at its expense to participate in any Seller Tax Claim. Neither Wolverine nor any of its Affiliates shall settle Affiliate will enter into any settlement of, or otherwise dispose of any issue in compromise, any such Seller Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserBuyer, which consent shall will not be unreasonably withheld, delayed or conditioned. Parent Holdings shall be If Xxxxxxxxx declines to exercise its control rights with respect to a Seller Tax Claim that Xxxxxxxxx is entitled to control pursuant to this Section 4.4(c), Buyer, at Wolverine’s expense, will control such Tax Claim (“Buyer Tax Claim”) and will keep Wolverine reasonably informed regarding the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose progress and substantive aspects of any issue such Buyer Tax Claim and Wolverine will be entitled at their own expense to participate in any such Buyer Tax Proceeding that could materially affect the Claim. Buyer will not enter into any settlement of, or otherwise compromise, any Buyer Tax liability hereunder of Laser, Claim without the prior written consent of LaserXxxxxxxxx, which consent shall will not be unreasonably withheld, delayed or conditioned. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case Purchaser shall deliver a written notice to Seller in writing promptly following any demand, claim, or notice of any Tax auditcommencement of a claim, proposed adjustment, assessment, examination or judicial other administrative or administrative court proceeding with respect to Taxes of the Successor Company for which Seller may be liable (a "“Tax Proceeding"Claim”) relating and shall describe in reasonable detail (to the extent known by Purchaser or the Successor Company) the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed losses, if any (the “Tax Claim Notice”). (i) With respect to Tax Claims for Taxes of the Successor Company with respect to a combinedtaxable period ending on or prior to the Closing Date, consolidated or unitary Seller may elect to assume and control the defense of such Tax Return that includes Mafco Holdings Inc. Claim by written notice to Purchaser within thirty (or any predecessor or successor thereto)30) days after delivery by Purchaser to Seller of the Tax Claim Notice. If Seller elects to assume and control the defense of such Tax Claim, Laser it (A) shall bear its own costs and expenses, (B) shall be entitled to control the portion of engage its own counsel and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority, (2) either pay the Tax Proceedingclaimed or sue for refund where applicable Law permits such refund suit, if anyor (3) contest, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of settle or compromise the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue Claim in any such permissible manner; provided that with respect to a Tax Proceeding Claim that Seller reasonably determines could materially adversely affect the Purchaser (or its Affiliates) in a Post-Closing Tax liability hereunder of LaserPeriod, without Seller shall obtain the prior written consent of LaserPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings Purchaser shall (and shall cause its Affiliates, including the Successor Company to) cooperate with Seller in pursuing such Tax Claim (including by providing appropriate powers of attorney and executing any and all agreements, instruments and other documents that are necessary or appropriate in connection with the settlement or compromise of any Tax Claim). If Seller elects to assume the defense of any Tax Claim, Seller shall keep Purchaser reasonably informed of the progress of any such Tax Claim, and Purchaser shall have the right to participate in (but not control) the defense of such Tax Claim at its own cost and expense. If Seller determines that a Tax Claim would not adversely affect Purchaser in a Post-Closing Tax Period and therefore does not require Seller to obtain Purchaser’s prior written consent to contest, settle or compromise a Tax Claim, Seller shall provide written confirmation to Purchaser of Seller’s obligation pursuant to ARTICLE IX to indemnify Purchaser with respect to any Indemnified Taxes relating to such Tax Claim within ten (10) days of entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim. (ii) In connection with any Tax Claim that relates to Taxes of the Successor Company with respect to a taxable period ending on or prior to the Closing Date that Seller does not elect to control pursuant to Section 6.1(i)(i), or with respect to any Straddle Period, such Tax Claim shall be entitled controlled by Purchaser (at its own cost and expense) and Seller agrees to control the Pre-Closing Period portion of a cooperate with Purchaser in pursuing such Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither Parent Holdings nor any none of Purchaser or its Affiliates (including the Successor Company) shall settle enter into any settlement or otherwise dispose of any issue in compromise with respect to any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserSeller, which consent shall not be unreasonably withheld. (b) Parent Holdings , conditioned or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim")delayed. With respect to In connection with any Tax ClaimClaim that is described in this Section 6.1(i)(ii), and controlled by Purchaser, Purchaser shall keep Seller reasonably informed of all material developments and events relating to such Tax Claim and, at its own cost and expense, Seller shall have the party controlling right to participate in (but not control) the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. Purchaser shall deliver a written notice to Seller (a) In in the case of a Tax Claim with respect to DAS) or Owner (in the case of a Tax Claim with respect to NEF or DAB) in writing promptly following any Tax auditdemand, claim, or notice of commencement of a claim, proposed adjustment, assessment, examination or judicial other administrative or administrative court proceeding with respect to Taxes of any Acquired Company for which Seller and/or Owner may be liable (a "“Tax Proceeding"Claim”) relating and shall describe in reasonable detail (to the extent known by Purchaser or any Acquired Company) the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed losses, if any (the “Tax Claim Notice”). (i) With respect to Tax Claims for Taxes of any Acquired Company with respect to a combinedtaxable period ending on or prior to the Closing Date, consolidated Seller (in the case of a Tax Claim with respect to DAS) or unitary Owner (in the case of a Tax Return that includes Mafco Holdings Inc. Claim with respect to NEF or DAB) may elect to assume and control the defense of such Tax Claim by written notice to Purchaser within thirty (30) days after delivery by Purchaser to Seller or any predecessor Owner (as applicable) of the Tax Claim Notice. If Seller or successor thereto)Owner, Laser as applicable, elects to assume and control the defense of such Tax Claim, it (A) shall bear its own costs and expenses, (B) shall be entitled to control the portion of engage its own counsel, and (C) may (1) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority, (2) either pay the Tax Proceedingclaimed or sue for refund where applicable Law permits such refund suit, if anyor (3) contest, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of settle or compromise the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue Claim in any such permissible manner; provided that with respect to a Tax Proceeding Claim that Seller or Owner (as applicable) reasonably determines could materially adversely affect Purchaser (or its Affiliates) in a Post-Closing Tax Period, Seller or Owner (as the Tax liability hereunder of Laser, without case may be) shall obtain the prior written consent of LaserPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Parent Holdings Purchaser shall (and shall cause its Affiliates, including each Acquired Company to) cooperate with Seller or Owner (as the case may be) in pursuing such Tax Claim (including by providing appropriate powers of attorney and executing any and all agreements, instruments and other documents that are necessary or appropriate in connection with the settlement or compromise of any Tax Claim). If Seller or Owner elects to assume the defense of any Tax Claim, Seller or Owner (as the case may be) shall keep Purchaser reasonably informed of the progress of any such Tax Claim, and Purchaser shall have the right to participate in (but not control) the defense of such Tax Claim at its own cost and expense. If Seller or Owner (as applicable) determines that a Tax Claim would not adversely affect Purchaser in a Post-Closing Tax Period and therefore does not require obtaining Purchaser’s prior written consent to contest, settle or compromise a Tax Claim, Seller or Owner (as the case may be) shall provide written confirmation to Purchaser of its obligation pursuant to ARTICLE IX to indemnify Purchaser with respect to any Indemnified Taxes relating to such Tax Claim within ten (10) days of entering into any settlement of such Tax Claim or ceasing to defend such Tax Claim. (ii) In connection with any Tax Claim that relates to Taxes of any Acquired Company with respect to a taxable period ending on or prior to the Closing Date that Seller or Owner (as the case may be) does not elect to control pursuant to Section 6.1(h)(i), or with respect to any Straddle Period, such Tax Claim shall be entitled to control controlled by Purchaser (at its own cost and expense) and Seller (in the Pre-Closing Period portion case of a Tax Proceeding relating Claim with respect to a Straddle Period Tax Return, DAS) or Owner (in the case of a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings Claim with respect to NEF or WorldwideDAB) agrees to cooperate with Purchaser in pursuing such Tax Claim; provided, however, that neither Parent Holdings nor any none of Purchaser or its Affiliates (including each Acquired Company) shall settle enter into any settlement or otherwise dispose of any issue in compromise with respect to any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of LaserSeller or Owner (as the case may be), which consent shall not be unreasonably withheld. (b) Parent Holdings , conditioned or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim")delayed. With respect to In connection with any Tax ClaimClaim that is described in this Section 6.1(h)(ii), and controlled by Purchaser, Purchaser shall keep Seller or Owner (as applicable) reasonably informed of all material developments and events relating to such Tax Claim and, at its own cost and expense, Seller or Owner (as applicable)shall have the party controlling right to participate in (but not control) the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress defense of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In Parent will promptly notify Representative in writing of the case commencement of any audit or examination of any Tax auditReturn for any Pre-Closing Tax Period or Pre-Closing Straddle Period and any other proposed change or adjustment, examination claim, dispute, arbitration or judicial litigation in respect of Taxes for a Pre-Closing Tax Period or administrative proceeding Pre-Closing Straddle Period (each, a "Tax ProceedingClaim") relating to a combined, consolidated or unitary ). Such notice shall describe the asserted Tax Return that includes Mafco Holdings Inc. (or Claim in reasonable detail and include copies of any predecessor or successor thereto), Laser documents received from any taxing authority in respect of any such asserted Tax Claim. Parent shall be entitled have the right to control any such Tax Claims, with Representative having the portion right to observe such proceedings and be kept informed of all correspondence between the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and parties. Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall not settle or otherwise dispose of any issue in compromise any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laser, Representative (which consent shall not be unreasonably withheld, conditioned or delayed), provided, in each case, however, that following (A) the expiration of the applicable survival period pursuant to Section 6.1 of this Agreement or (B) if earlier, the time at which Parent or its Affiliates could no longer make a claim against the Indemnity Escrow Amount, Parent may settle any Tax Claim without the consent of the Representative if such action does not adversely affect the Equityholders. In the event that Parent Holdings shall be entitled does not exercise its right to control the Pre-Closing Period portion of a any such Tax Proceeding relating to a Straddle Period Claim, Representative shall control such Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim; provided, however, that neither Representative shall inform Parent Holdings nor any of its Affiliates shall settle or otherwise dispose the status and progress of any issue in any such Tax Proceeding that could materially affect Claim and Parent will have the opportunity to participate in such Tax liability hereunder of Laser, Claim at its expense. Parent shall not settle any Tax Claim (either at the audit or examination stage or thereafter) without the prior first obtaining Representative's written consent of Laserconsent, which consent shall not be unreasonably withheld. , conditioned or delayed, provided, in each case, however, that following (bA) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability expiration of the other party under this Agreement applicable survival period pursuant to Section 6.1 or (a "Tax Claim"). With respect to any Tax ClaimB) if earlier, the party controlling time at which Parent or its Affiliates could no longer make a claim against the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review itIndemnity Escrow Amount, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or Parent may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with settle such Tax Claim with respect to issues affecting without the other party's indemnity hereunderconsent of the Representative if such action does not adversely affect the Equityholders. With respect to Representative shall not settle any Tax Claim relating to a Pre-Closing Period for (either at the audit or examination stage or thereafter) controlled by Representative without first obtaining Parent's written consent, which Laser is shall not be unreasonably withheld, conditioned or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimdelayed. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of any Tax audit, examination event a claim is made or judicial or administrative proceeding (a "Tax Proceeding") deficiency alleged following the Closing relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (the Company or any predecessor of its Subsidiaries by the IRS or successor theretoany other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Stockholders, severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), Laser then the following shall be entitled apply: 7.2.1 After the Company or any of its Subsidiaries receives actual notice of a claim or alleged deficiency, the Purchaser shall, or the Purchaser shall cause the Company to, promptly (but in any event within ten (10) Business Days) notify the Stockholders’ Representative in writing of such claim or alleged deficiency. 7.2.2 The Stockholders’ Representative shall have the right to represent the interests of the Company before the relevant Governmental Authority with respect to any Indemnity Tax Matter and shall have the right to control the portion defense, compromise or other resolution of any such Indemnity 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, any such Indemnity Tax Matter. The Purchaser shall have the right (but not the obligation) to participate in the defense of such Indemnity Tax Matter and to employ counsel, at the Purchaser’s own expense, separate from counsel employed by the Stockholders’ Representative on behalf of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this AgreementStockholders, and Parent Holdings the Stockholders’ Representative shall be entitled keep the Purchaser informed with respect to control every other portion of the Tax Proceeding; providedcommencement, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose status and nature of any issue such Indemnity Tax Matter and will, in good faith, allow the Purchaser to consult with it regarding the conduct of or positions taken in any such action. 7.2.3 Notwithstanding the provisions of Section 7.2.2, the Stockholders’ Representative shall not settle or compromise any Indemnity Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Matter without the prior written consent of Laserthe Purchaser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, conditioned, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withhelddelayed. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, Claim (A) relating to a Pre-Closing Tax Period of the party controlling the Tax Proceeding with respect thereto shall (i) not make Companies or any submission to any taxing authority without offering the other party the opportunity to review itof their Subsidiaries, (iiB) keep relating to a consolidated Tax Return that includes the Companies or any of their Subsidiaries of which Sellers or any of their Affiliates (other party informed as than the Companies and their Subsidiaries) is the common parent, or (C) for which Sellers would have an indemnification obligation pursuant to the progress of such Tax Claimthis Section ‎4.12, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in Sellers will control all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or and may be a subject, and (v) permit the other party to participate (at its own expense) in make all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations decisions in connection with such Tax Claim (including selection of counsel) at its own expense, provided that, if such a Tax Claim relates solely to the Companies or any of their Subsidiaries, Buyer will have the right to participate in any proceedings (at its own expense). To the extent such Tax Claim or the resolution or settlement thereof could reasonably be expected to have an impact on Buyer or any of its Affiliates (including the Companies and their Subsidiaries) after the Closing Date, (x) Sellers will provide Buyer with respect to issues affecting a timely and reasonably detailed account of each stage of such Tax Claim and will consult with Buyer before taking any significant action in connection with such Tax Claim, and (y) Sellers will not settle, compromise or abandon any such Tax Claim without obtaining the other party's indemnity hereunder. prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed. (ii) With respect to any Tax Claim relating to a PreStraddle Period of the Companies or any of their Subsidiaries, Buyer will have the right and obligation to conduct, at its own expense, such Tax Claim; provided, however, that (A) the Buyer will provide Sellers with a timely and reasonably detailed account of each stage of such Tax Claim, (B) Buyers will consult with Sellers before taking any significant action in connection with such Tax Claim, (C) Buyer will defend such Tax Claim diligently and in good faith as if it were the only party in interest in connection with such Tax Claim, (D) Sellers will have the opportunity to participate, at their own expense, with respect to the Tax Claim if the Tax Claim could reasonably be expected to result in an indemnity obligation of the Sellers pursuant to Section ‎4.12(h) hereof, and (E) Buyer will not settle, compromise or abandon any such Tax Claim without obtaining the prior written consent of Sellers, which consent will not be unreasonably withheld, conditioned or delayed. (iii) Buyer will control all other Tax Claims with respect to Post-Closing Tax Periods (other than Straddle Periods); provided, however, that Sellers will have the right to participate, at their own expense, in any Tax Claim with respect to a Post-Closing Tax Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings Sellers or any of its their Affiliates shall either file (or cause could reasonably be expected to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimhave an indemnification obligation under this Agreement. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In If any Tax Claim shall be initiated, which, if successful, might result in an indemnity payment under Article IX or increase the case amount of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. Liability (or decrease the amount of any predecessor Tax asset or successor theretocontra-liability) included in the calculation of Closing Date Net Working Capital (as finally determined in accordance with Section 2.04(c)), Laser the Indemnified Parties shall be entitled to control notify the portion Indemnifying Parties within fifteen (15) days of the receipt of notice of such a Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax ProceedingClaim; provided, however, that neither Parent Holdings nor any of its Affiliates the failure to give such notice shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially not affect the Tax liability indemnification provided hereunder except (i) to the extent the Indemnifying Parties have actually been prejudiced by such failure or (ii) if the Indemnified Parties fail to notify the Indemnifying Parties of Laser, without such claim in accordance with this Section 6.05 prior to the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Survival Expiration Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Seller Parent Holdings or Laser, as shall control the case may be, shall promptly notify the other party in writing defense of any tax claim that could result Tax Claim with respect to any Seller Combined Tax Return, and Buyer Parent shall have no right to participate in liability of the other party under this Agreement (a "any such Tax Claim"). With respect to any other Tax Claim, the party controlling the Tax Proceeding with respect thereto shall Claim relating (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, a Pre-Closing Tax Period or (ii) keep the other party informed as otherwise to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in Taxes for which the indemnified Tax Claim is Retained Companies could reasonably be expected to be liable (including pursuant to Article IX or may be a subjectany Taxes included in the calculation of Closing Date Net Working Capital (as finally determined in accordance with Section 2.04(c))), and (v) permit the other party to participate (at its own expense) in Buyer Parent shall control all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations proceedings in connection with such Tax Claim (each a “Buyer-Controlled Tax Claim”); provided, that (w) Seller Parent shall be entitled to participate in each Buyer-Controlled Tax Claim, (x) Buyer Parent shall submit to Seller Parent for its review and comment all material correspondence and submissions with respect to issues affecting the other party's indemnity hereunder. With respect to any each Buyer-Controlled Tax Claim and Buyer Parent shall make all revisions requested by Seller Parent thereto, (y) Buyer Parent shall keep Seller Parent reasonably informed of material developments relating to a Preeach Buyer-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Controlled Tax Claim, and (z) Buyer Parent shall not settle or compromise any Buyer-Controlled Tax Claim, without Seller Parent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (c) Nothing contained in In the event of any conflict or overlap between the provisions of this Section 9.3 6.05 and Article IX, the provisions of this Section 6.05 shall be construed as limiting any party's right to indemnification under Section 9.1control.

Tax Claims. (a) In the case A Member receiving notice of any Tax claim, audit, examination or judicial other proposed change or administrative proceeding adjustment relating to Taxes which may affect the liability of Holdco or FiberNet (Holdco and FiberNet being herein collectively, jointly and severally referred to as the "Indemnitor") hereunder (a "Member Tax ProceedingClaim") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control promptly notify the portion Indemntor in writing of the commencement of any such Member Tax Proceeding, if any, relating solely to items for Claim of which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor it or any of its Affiliates has been informed in writing by any taxing authority. Such notice shall describe the asserted Member Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Member Tax Claim. If notice of a Member Tax Claim is not given by the Member to the Indemnitor within a sufficient period of time to allow the Indemnitor to effectively contest such Member Tax Claim, or in reasonable detail to apprise the Indemnitor of the nature of the Member Tax Claim or if the Member otherwise fails to follow the requirements of this Section 13.11(a), the Indemnitor shall not be liable to the Member, any of its Affiliates or any of their respective officers, directors, employees or agents and the amount of any indemnity payment pursuant to Section 13.9 shall be reduced to the extent that the Indemnitor is harmed or its position is actually prejudiced as a result thereof. With respect to any Member Tax Claim, at the election of the Indemnitor (to be made not later than 15 business days following such party's receipt of a notification of a Member Tax Claim from the Member), the Indemnitor shall have the sole right to represent the Member's interests in any Tax audit or administrative or court proceeding and to employ counsel of its choice and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Member Tax Claim in any permissible manner. The Indemnitor may settle any issues and take any other actions in its discretion in connection with such audit or proceedings. The Member may participate in such defense through counsel chosen by it, at its own expense. The Member shall cooperate fully with the Indemnitor (including, but not limited to, by granting to the Indemnitor a power of attorney reasonably necessary to represent the Member in any such audit or proceeding and at the reasonable request of the Indemnitor taking such requested actions in the defense against or compromise of any claim in any Tax audit or proceedings which the Indemnitor controls pursuant hereto), timely making available to the Indemnitor all data and other information reasonably requested by the Indemnitor in connection with such audit or proceedings, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or testifying at proceedings relating to such Member Tax Claim and facilitating the Indemnitor's participation in the contest of all Member Tax Claims. In no case shall the Member or any of its respective Affiliates or any of their respective officers, directors, employees or agents settle or otherwise dispose of compromise any issue in any such Member Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe Indemnitor. In addition, which consent none of Holdco, Devnet, FiberNet or any affiliate thereof shall not be unreasonably withheld. Parent Holdings shall be entitled take or advocate any position, initiate any claim or take or fail to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make that could adversely affect any representations in connection with such Tax Claim Member with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim Taxes relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service Devnet or the appropriate state, local or foreign taxing authority with respect to such Tax ClaimTransaction. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case Upon receipt by Buyer or any of its Affiliates of any Tax written notice from a Taxing Authority of an audit, examination claim or judicial or administrative proceeding (a "Tax Proceeding") relating with respect to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or Taxes for which any predecessor or successor thereto), Laser shall of the Buyer Indemnified Parties may be entitled to indemnification under Section 10.2 or Section 11.1 or that could otherwise increase Seller’s liability for Taxes (a “Tax Claim”), Buyer shall promptly notify Seller in writing. Such notice shall include a copy of the relevant portion of any correspondence received from the relevant Taxing Authority and describe in reasonable detail the nature of such Tax Claim. (b) Seller shall have the right to control in good faith any Tax Claim that relates solely to one or more taxable periods that end on or prior to the Closing Date or to a Flow-Through Tax Return (including the right to settle or compromise such Tax Claim); provided, however that, other than with respect to any Tax Claim that relates to a Flow-Through Tax Return: (i) Seller will keep Buyer informed concerning the progress, developments and events of the portion of such Tax Claim; (ii) Seller will provide to Buyer copies of all correspondence and other documents relevant to the portion of such Tax ProceedingClaim; and (iii) Seller will not settle the portion of such Tax Claim, if any, relating solely related to items for which Laser is liable pursuant to this Agreementthe Acquired Companies, and Parent Holdings shall be entitled to control every other portion the Business, or the assets of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of LaserAcquired Companies, without the prior written consent of LaserBuyer, which consent shall not to be unreasonably withheld, conditioned or delayed. Parent Holdings shall be entitled Buyer will have the right to control participate in the Pre-Closing Period portion defense of any such Tax Claim (other than a Tax Proceeding claim relating to a Straddle Period Flow-Through Tax Return) (which will include participation in meetings with Taxing Authorities and review and comment on written submissions to Taxing Authorities) and to employ counsel, at its own expense, separate from the counsel employed by Seller. (c) With respect to any Tax Claim that Seller does not have the right to control pursuant to Section 11.8(b) , Buyer will control in good faith such Tax Claim (including the right to settle or a compromise such Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or WorldwideClaim); provided, however, that neither Parent Holdings nor any Buyer (x) will keep Seller reasonably informed concerning the progress, developments and events of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Claim, (y) provide Seller copies of all correspondence and other documents relevant to such Tax liability hereunder of LaserClaim, and (z) will not settle such Tax Claim without the prior written consent of LaserSeller, which consent shall will not be unreasonably withheld, conditioned or delayed. In addition, Seller will have the right to participate in the defense of any such Tax Claim (which will include participation in meetings with Taxing Authorities and review and comment on written submissions to Taxing Authorities) and to employ counsel, at Seller’s expense, separate from the counsel employed by Buyer. (bd) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of Notwithstanding any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as provision herein to the progress contrary, to the extent that a provision of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 11.8 directly conflicts with Section 10.4, this Section 11.8 shall be construed as limiting any party's right to indemnification under Section 9.1control.

Tax Claims. (ai) The Partnership, on the one hand, and the Seller, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period or a Straddle Period for which the Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Claim”). (ii) In connection with the case Seller notifying the Partnership of a Tax Claim, or within ten (10) Business Days following receipt by the Seller of notice from the Partnership of a Tax Claim, the Seller may elect in writing (through delivery of such written election to the Partnership) (which written election will include an acknowledgment from the Seller, in form and substance reasonably satisfactory to the Partnership, that all Losses relating to such Tax Claim will be borne by the Seller) to control, at its own expense, the conduct of any Tax auditClaim relating solely to Pre-Closing Tax Periods; provided, examination or judicial or administrative proceeding in each case, that (a "A) the Seller shall keep the Partnership informed regarding the progress and substantive aspects of such Tax Proceeding") Claim, including providing the Partnership with all substantive written materials relating to a combinedsuch Tax Claim received from the relevant Taxing Authority and all substantive written materials submitted to such Taxing Authority by the Seller, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser B) the Partnership shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue participate in any such Tax Proceeding that could materially Claim, including having an opportunity to comment on any substantive written materials prepared in connection with any such Tax Claim and attending any conferences relating to any such Tax Claim, and (C) the Seller shall not compromise or settle any such Tax Claim in such manner as to adversely affect Taxes of the Company or any of its Subsidiaries, other than Taxes for a Pre-Closing Tax liability hereunder of LaserPeriod for which Seller would be required to indemnify the Partnership under Section 5.01, without obtaining the Partnership’s prior written consent of Laserconsent, which consent shall not be unreasonably withheld. Parent Holdings , conditioned or delayed; provided further that, if the Partnership does not provide a response rejecting or consenting to a written compromise or settlement request within three (3) Business Days of receipt of such a request from the Seller, such consent shall be entitled deemed to have been given. (iii) The Partnership shall control the Pre-Closing Period portion conduct of a all other Tax Proceeding Claims; provided, in each case, that (A) the Partnership shall keep the Seller informed regarding the progress and substantive aspects of such other Tax Claim, including providing the Seller with all substantive written materials relating to a Straddle Period such other Tax ReturnClaim received from the relevant Taxing Authority and all substantive written materials submitted to such Taxing Authority by the Partnership, or a Tax Return but in each case only to the extent relating to Taxes for a Pre-Closing Tax Period ending before or Taxes for which the Closing DateSeller would be required to indemnify the Partnership under Section 5.01, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates (B) the Seller shall settle or otherwise dispose of any issue be entitled to participate in any such other Tax Proceeding that could materially Claim, including having an opportunity to comment on any substantive written materials prepared in connection with any such other Tax Claim and attending any conferences relating to any such other Tax Claim, but only with regard to Taxes for a Pre-Closing Tax Period or Taxes for which the Seller would be required to indemnify the Partnership under Section 5.01, and (C) the Partnership shall not compromise or settle any such other Tax Claim in such manner as to affect Taxes for a Pre-Closing Tax Period or any other claims pursuant to Section 5.01 with respect to Taxes without obtaining the Tax liability hereunder of Laser, without the Seller’s prior written consent of Laserconsent, which consent shall not be unreasonably withheld, conditioned or delayed; provided further that, if the Seller does not provide a response rejecting or consenting to a written compromise or settlement request within three (3) Business Days of receipt of such a request from the Partnership, such consent shall be deemed to have been given. (biv) Parent Holdings or Laser, as In the case may be, shall promptly notify the other party in writing event of any tax claim that could result in liability conflict or overlap between the provisions of the other party under this Agreement (a "Tax Claim"). With respect to any Tax ClaimSection 6.19(e) and Article 5, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress provisions of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 6.19(e) shall be construed as limiting any party's right to indemnification under Section 9.1govern.

Tax Claims. (ai) In After the case of any Tax auditClosing, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion each of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, Stockholder Representative and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, Buyer shall promptly notify the other party in writing upon receipt of any tax written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial proceeding or similar claim that could result in liability of the other party under this Agreement relating to Taxes (each, a "“Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i”) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period Losses for which Laser is or may the Stockholders could be liable pursuant to this Agreement; provided, Parent Holdings however, that a failure by Buyer to give such notice shall not affect Buyer’s right to indemnification under this Agreement unless and solely to the extent that the Stockholder Representative is materially and adversely prejudiced as a consequence of such failure. (ii) Unless the Stockholder Representative provides Buyer with a written waiver, the Stockholder Representative will control, without affecting Buyer’s or any other Indemnified Party’s rights to indemnification under this Agreement, the defense of its Affiliates shall either file (all Tax Claims to the extent the Tax Claims relate to taxable periods that end on or cause to before the Closing Date if Buyer or any other Person may be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority indemnification under this Agreement with respect to such Tax Claims, provided that the Stockholder Representative will lose any previously acquired right to control the defense of any Tax Claim if for any reason the Stockholder Representative ceases to actively, competently and diligently conduct the defense in the reasonable judgment of Buyer or, if in Buyer’s reasonable judgment, the Stockholder Representative no longer has sufficient financial resources to fund on a current basis the cost of defending the Tax Claim and paying all Losses that may arise under the Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting . Buyer will control, without affecting its or any party's right other Indemnified Party’s rights to indemnification under Section 9.1.this Agreement, the defense of all other Tax Claims relating to the

Tax Claims. After the Closing Date, Oxford GP and the Buyer shall have the right to control, at Oxford GP’s expense, any Tax Controversies relating to Oxford GP that relate to any Taxes as to which no Seller could have any liability. The Buyer shall promptly notify the -39- Sellers in writing upon receipt by the Buyer or any of its Affiliates of notice of any audits, examinations, adjustments or assessments relating to Taxes that could give rise to a claim for indemnification under Article VIII (each, a “Tax Claim”). The Sellers may contest such Tax Claim in any permissible forum and shall otherwise have the sole right to direct, control and settle any administrative or judicial proceedings relating to such Tax Claim, provided that (a) In the case Sellers notify the Buyer in writing within twenty (20) days after the Buyer’s notification of the Sellers of such Tax Claim of its intent to exercise its right to direct, control, and settle such Tax Claim and such notification includes an acknowledgment that one or more of the Sellers is obligated to indemnify the Buyer and Oxford GP fully with respect to such Tax Claim, (b) such Tax Claim can be contested independently of any Tax other audit, examination examination, adjustment or judicial or administrative proceeding assessment which is not a Tax Claim, (a "Tax Proceeding"c) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser the Buyer shall be entitled to control make comments to the portion Sellers regarding the conduct of or positions taken in any such administrative or judicial proceeding and to participate at its sole expense in such administrative or judicial proceedings, (d) the legal counsel selected by the Sellers to defend the Tax ProceedingClaim is reasonably acceptable to the Buyer, if any(e) the administrative or judicial proceedings relating to such Tax Claim do not seek an injunction or equitable relief against the Buyer or any of its Affiliates, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of (f) the Tax Proceeding; provided, however, that neither Parent Holdings nor Buyer or any of its Affiliates shall has no reasonable basis for believing that an adverse determination with respect to the Tax Claim would be detrimental to or injure its reputation in the public eye or its future business prospects and (g) the Sellers may not settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, proceeding without the prior written consent of Laserthe Buyer, which shall not be unreasonably withheld, delayed or conditioned. The foregoing shall apply to Tax Claims in lieu of Section 8.03. Except as otherwise provided in this Section 9.07, the Buyer shall have the sole right to control any audit or examination by any Taxing Authority 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 Oxford GP for all Tax periods; provided, however, that, if the settlement of any matter may affect the obligations of the Sellers to the Buyer, the Buyer may not settle any such proceeding without prior written consent of the Sellers, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, delayed or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldconditioned. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In the case of any Tax audit, examination or judicial or administrative proceeding (If a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser claim shall be entitled to control the portion of the Tax Proceedingmade by any taxing authority, which, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable the Indemnified Party pursuant to this AgreementSection 9.6, and Parent Holdings the Indemnified Party shall be entitled to control every other portion notify in writing the Indemnifying Party reasonably promptly of the such claim (a “Tax ProceedingClaim”); provided, however, that neither Parent Holdings nor any of its Affiliates the failure to give such prompt written notice shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially not affect the Tax liability indemnification provided hereunder except to the extent the Indemnifying Party has actually and materially been prejudiced as a result of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldfailure. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority Taxes with respect to any taxable period ending on or before the Measurement Date, ABB shall control all proceedings and may make all decisions in connection with such Tax Claim. (c) Nothing contained in this Section 9.3 , including initiating any claim for refund, amending any Tax Return and contesting, resolving and defending against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes, provided that Purchaser, and counsel of Purchaser’s own choosing, shall be construed as limiting any party's have the right to indemnification under Section 9.1comment on all aspects of the prosecution or defense of such Tax Claim that could affect the Taxes of Purchaser or any Acquired Company after the Measurement Date, and provided further that ABB shall not settle any Tax Claim that could affect the Taxes of Purchaser or any Acquired Company after the Measurement Date without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). Except as provided in the preceding sentence, Purchaser shall control all proceedings with respect to all other Tax Claims and may make all decisions in connection with such Tax Claims; provided, however, that Purchaser or any Affiliate or representative thereof shall not settle any Tax Claim that could affect the Tax liability of ABB or any Affiliate thereof before the Measurement Date without prior written consent of ABB (which consent shall not be unreasonably withheld or delayed).

Tax Claims. (ai) In the case If any party hereto becomes aware of any Tax audit, examination suit, assessment or judicial or administrative proceeding other claim with respect to Taxes of the Company (a "Tax ProceedingTAX CLAIM") relating to a combined, consolidated that has been or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall will be initiated against the Company for which Purchaser is entitled to control indemnification from the portion of the Tax ProceedingSellers, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, party shall promptly notify the other party parties in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, . The Sellers may control the defense of a Tax Claim at the Sellers' own cost and expense and with their own counsel if the Sellers notify Purchaser of their intent to do so within fourteen (iii14) provide the other party with any information that it receives in connection with calendar days of receipt of notice of the Tax Proceeding, Claim (ivbut not less than five (5) permit days before the due date of any protest or other party to participate (at its own expenseclaim in respect thereof) in all conferences, meetings or proceedings with any taxing authority in which and the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating relates to a Pre-Closing Period for which Laser is or may be liable pursuant Tax Period. If the Sellers elect to this Agreementassume the defense of any such Tax Claim, Parent Holdings or notwithstanding anything to the contrary contained herein, (A) the Sellers shall consult with Purchaser and shall not enter into any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority settlement with respect to any such Tax Claim without Purchaser's prior written consent if the effect of such settlement would be to increase the liability for Taxes of the Company or Purchaser for any period ending after the Closing Date; (B) the Sellers shall keep Purchaser informed of all material developments and events relating to such Tax Claim; and (C) Purchaser shall have the right to participate, at its own cost and expense, in the defense of such Tax Claim. (cii) Nothing contained in this Section 9.3 If, after receiving notification of a Tax Claim, the Sellers (A) do not timely assume control of a Tax Claim involving a Pre-Closing Tax Period for which the Sellers are responsible, or (B) do not provide Purchaser with timely notice of a Tax Claim involving Taxes for which Purchaser is entitled to indemnification and as a result of such lack of notice Purchaser is actually prejudiced, then Purchaser shall have the full right to contest such Tax Claim and shall be construed as limiting any party's entitled to settle or pay in full such Tax Claim and thereafter pursue its right to indemnification under Section 9.1.SECTION 7.01

Tax Claims. (a) In If, subsequent to the case Closing, any of Acquiror, the Company, or the Securityholders’ Representative receives written notice from a Tax Authority of a claim, assessment, deficiency, investigation, audit or Proceeding by any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax ProceedingAuthority that, if anysuccessful or after lapse of time, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of could result in an indemnity claim hereunder or could impact the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion determination of a Tax Proceeding relating to Refund (a Straddle Period “Tax ReturnClaim”), then as soon as reasonably practical but in no event later than ten (10) Business Days after receipt of such notice, Acquiror, the Company, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or LaserSecurityholders’ Representative, as the case may be, shall promptly notify give written notice of such Tax Claim to the other party in writing of parties; provided that any tax claim that could result in liability of failure to timely provide such notification shall not affect the other party applicable Parties’ indemnification obligation under this Agreement (a "Tax Claim"). With respect Agreement, except to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall extent such Parties have been actually and materially prejudiced by such failure. (i) not make The Securityholders’ Representative shall have fifteen (15) Business Days following its receipt of notice of such Tax Claim to elect in writing (through delivery of such written election to the Acquiror) to control (at the Escrow Participants’ cost and expense) any submission Tax Claim that relates solely to any taxing authority without offering Tax Returns or Taxes of the other party Company for Taxable periods ending on or before the opportunity to review itClosing Date; provided, that (A) the Securityholders’ Representative will conduct such Tax Claim diligently and in good faith, (iiB) keep the other party informed as Acquiror shall have the right to (I) receive copies of all written notice and correspondence received from any Tax Authority with respect to such Tax Claim and otherwise to be reasonably apprised of the progress initiation and status of any such Tax Claim, (iiiII) provide the other party with receive copies of and to reasonably comment on any information that it receives written materials submitted to any Tax Authority in connection therewith, including due consideration by the Securityholders’ Representative in good faith with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any such comments, (III) be present at and participate fully, at Acquiror’s sole cost and expense, in any meetings, conferences, proceedings or appearances before the relevant Tax Claim, the party not controlling the Tax Proceeding Authority with respect thereto shall not take any action or make any representations in connection with to such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreementand (IV) obtain, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate stateAcquiror’s sole cost and expense, local or foreign taxing authority separate counsel with respect to such Tax Claim, and (C) the Securityholders’ Representative shall not consent to the entry of any judgment with respect to such Tax Claim or enter into any settlement with respect to such Tax Claim (or otherwise compromise such Tax Claim) without the prior written consent of the Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed). If the Securityholders’ Representative does not notify the Acquiror that the Securityholders’ Representative elects to assume control of a Tax Claim within fifteen (15) Business Days after the Securityholders’ Representative receipt of written notice of the Tax Claim, the Securityholders’ Representative shall be deemed to have elected not to assume control of the Tax Claim. (cii) Nothing contained The Acquiror shall control all aspects of each Tax Claim other than any Tax Claim conducted by the Securityholders’ Representative in accordance with Section 6.6(d)(i); provided, however, that, (A) Acquiror will conduct such Tax Claim diligently and in good faith, (B) the Securityholders’ Representative shall have the right to (I) receive copies of all material written notice and correspondence received from any Tax Authority with respect to such Tax Claim and otherwise to be reasonably apprised of the initiation and status of any such Tax Claim, (II) receive copies of and to reasonably comment on any written materials submitted to any Tax Authority in connection therewith, including due consideration by the Acquiror in good faith with respect to any such comments, (III) be present at and participate fully, at the Escrow Participants’ cost and expense, in any meetings, conferences, proceedings or appearances with the relevant Tax Authority respect to such Tax Claim and (IV) obtain, at the Escrow Participants’ sole cost and expense, separate counsel with respect to such Tax Claim, and (C) Acquiror shall not consent to the entry of any judgment with respect to such Tax Claim or enter into any settlement with respect to such Tax Claim (or otherwise compromise such Tax Claim) without the prior written consent of the Securityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the costs and expenses for defending or controlling any Tax Claims or other Proceeding with respect to the Taxes of the Company for Pre-Closing Tax Periods incurred by the Acquiror pursuant to this Section 9.3 6.6(d)(ii), whether or not such Tax audit or Proceeding results in any adjustment, shall be construed as limiting paid by the Escrow Participants to the extent material. This Section 6.6(d) shall exclusively govern the notice and conduct of any party's right to indemnification under Tax Claim and Section 9.19.6 shall not apply.

Tax Claims. (ai) In the case of any Tax claim, audit, examination investigation, court proceeding or judicial other dispute with respect to any Tax matter that affects the Business or administrative proceeding the Assets (a "“Tax Proceeding"Claim”) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceedingwhich, if anysuccessful, relating solely to items for which Laser might result in an indemnity payment under Article VIII, the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after written notice of such Tax Claim is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of received by the Tax Proceedingindemnified party; provided, however, that neither Parent Holdings the failure to provide timely notice shall not affect the indemnified party’s right to indemnification hereunder except to the extent that the indemnifying party is actually prejudiced thereby. (ii) With respect to any Tax Claim relating to (A) Taxes attributable to (1) the Excluded Assets for any and all periods or (2) the Business or the Assets, in each case, for any and all periods ending before the Closing Date; or (B) any other Taxes for which the Sellers might be entirely liable, the Sellers shall have the right (but not the duty) to control any resulting proceedings and to determine whether and when to settle any such claim, assessment, or dispute. (iii) The Sellers on the one hand and the Purchaser on the other hand shall jointly control and participate in all proceedings in connection with (A) any Tax Claim relating to Taxes for any Straddle Period and (B) any Tax Claim which may result in a liability both for the Sellers and the Purchaser. The costs incurred by the Sellers and the Purchaser in connection with such proceedings shall be borne by the Sellers and the Purchaser in proportion to their liability for the Taxes asserted in the Tax Claim. Neither the Sellers nor any of its Affiliates the Purchaser shall settle or otherwise dispose of any issue in compromise any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without the prior written consent of Laserthe other, which consent shall not be unreasonably withheld. Parent Holdings , conditioned or delayed. (iv) Except as otherwise provided in this Section 5.08, the Purchaser shall be entitled control all proceedings with respect to control Tax Claims attributable to the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, Business and the Assets for any taxable year or a Tax Return for a Pre-Closing Period ending before period beginning on or after the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (bv) Parent Holdings or Laser, as the case may be, This Section 5.08 (and not Section 8.04) shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With govern with respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimmatter. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. Each Party shall promptly notify the other Parties in writing upon receipt by such Party or any of its Affiliates of notice of any audits, examinations, adjustments or assessments relating to Taxes of Company that could give rise to a claim for indemnification under Article VIII (each, a “Tax Claim”). Sellers may contest such Tax Claim in any forum permitted under applicable Law and shall otherwise have the right, subject to the limitations set forth in this Section 9.06, to direct, control and settle any administrative or judicial proceedings relating to such Tax Claim, provided that (a) In the case Sellers notify Purchaser in writing within 20 days after Purchaser’s notification to Sellers of such Tax Claim of Sellers’ intent to exercise their right to direct, control, and settle such Tax Claim and such notification includes an acknowledgment that Sellers are obligated to indemnify Purchaser and Company fully with respect to such Tax Claim, (b) such Tax Claim can be contested independently of any Tax other audit, examination examination, adjustment or judicial or administrative proceeding assessment which is not a Tax Claim, (a "Tax Proceeding"c) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser Purchaser shall be entitled to control make comments to Sellers regarding the portion conduct of or positions taken in any such administrative or judicial proceeding and to participate at its sole expense in such administrative or judicial proceedings, (d) Sellers shall keep Purchaser informed regarding the status of such Tax Claim, including providing Purchaser with copies of all correspondence and other information regarding such Tax Claim, (e) the legal counsel selected by Sellers to defend the Tax ProceedingClaim is reasonably acceptable to Purchaser, if any(f) the administrative or judicial proceedings relating to such Tax Claim do not seek an injunction or equitable relief against Purchaser or any of its Affiliates, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor (g) Purchaser or any of its Affiliates shall settle has no reasonable basis for believing that an adverse determination with respect to the Tax Claim would be detrimental to or otherwise dispose injure its reputation in the public eye or its future business prospects, (h) for any Tax Claim that is subject to the Partnership Tax Audit Rules, Company will make an election under Section 6226(a) of the Code (regarding the “push out” election) with respect to any issue in Imputed Underpayment arising with respect to any such Tax Proceeding that could materially affect the Tax liability hereunder of Lasertaxable year, or portion thereof, and (i) Sellers may not settle any such proceeding without the prior written consent of LaserPurchaser, which shall not be unreasonably withheld, delayed or conditioned. The foregoing shall apply to Tax Claims in lieu of Section 9.04. Except as otherwise provided in this Section 9.06, Purchaser shall have the sole right to control any audit or examination by any Tax Authority 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 Company for all Tax periods; provided, however, that, if the settlement of any matter may affect the obligations of Sellers to Purchaser, Purchaser may not settle any such proceeding without prior written consent of Sellers, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, delayed or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldconditioned. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.

Tax Claims. (a) In 8.1 If the case Buyer or the Company shall become aware of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating Claim which is likely to give rise to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. liability of the Warrantors under this schedule the Buyer shall (or any predecessor or successor thereto), Laser shall be entitled to control procure that the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue Company shall) as soon as reasonably practicable(and in any event within 10 Business Days) give notice thereof to the Warrantors but so that such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent notice shall not be unreasonably withheld. Parent Holdings a condition precedent to the liability of the Warrantors hereunder. 8.2 Subject to paragraph 8.3, if the Warrantors shall indemnify the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses (including interest on overdue Tax) which may be entitled incurred thereby, the Buyer shall (and shall procure that the Company shall), in accordance with any reasonable instructions of the Warrantors promptly given by notice to control the Pre-Closing Period portion of a Tax Proceeding relating Buyer (but subject to a Straddle Period Tax Returnparagraphs 8. 2.1 to 8.2.3 inclusive), seek to avoid, dispute, resist, appeal, compromise or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any defend such Tax Proceeding that could materially affect Claim provided always that: 8.2.1 the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent Company shall not be unreasonably withheldobliged to appeal against any assessment for Tax raised on it if, having given the Warrantors notice of the receipt of that assessment complying with paragraph 8.1, it has not within 15 days thereafter received instructions from the Warrantors, in accordance with the provisions of this paragraph 8.2, to make that appeal; 8.2.2 the Buyer and the Company shall not be obliged to comply with any instruction of the Warrantors which involves contesting any assessment for Tax before any court or other appellate body (excluding the Tax Authority in question) unless the Warrantors furnish the Buyer with the written opinion of Tax Counsel of at least 5 years' call to the effect that an appeal against the assessment for Tax in question will, on the basis of probabilities, be won. 8.3 The Warrantors shall (bsubject to the Buyer and/or the Company being indemnified to their reasonable satisfaction against any costs, expenses, losses, liabilities, damages, claims, demands and penalties (including any additional Taxation) Parent Holdings which may be thereby incurred or Lasersuffered) be entitled at their cost and expense to have conduct of all or any discussions and negotiations with HM Revenue & Customs regarding or relevant to the Tax payable as a result of the Relevant Xxxxxx Event and/or the Relevant Xxxxxx Event including avoiding, resisting, appealing against, negotiating, compromising or defending a claim or instituting any proceedings in relation to any such claim. The Buyer shall allow the Warrantors and their professional advisers to have reasonable access during normal business hours on reasonable advance notice to the books and records of the Company relevant to such matters, and (at the Warrantors' reasonable cost and expense) to take copies thereof and extracts therefrom, and generally to have all such information as may from time to time be available to the case may be, Buyer and/or the Company in connection therewith. The Warrantors shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party Buyer informed as to and updated with the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party their discussions and negotiations referred to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1paragraph 8.3.

Tax Claims. (a) In If any Taxing Authority asserts a Tax Claim, then the case Party to this Agreement first receiving notice of any such Tax audit, examination Claim shall promptly (but in no event more than twenty (20) calendar days) provide written notice thereof to the other Party or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant Parties to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor the failure of such Party to give such prompt notice shall not relieve the other Party of any of its Affiliates obligations under this Article VII, except to the extent that the other Party is materially prejudiced by such failure. Such notice shall settle or otherwise dispose specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any issue correspondence received from the Taxing Authority. (b) In the case of a Tax Claim with respect to any Conveyed Entity for any taxable period ending on or before the Closing Date (other than a Tax Claim described in Section 7.6(c)), Seller and the Selling Subsidiaries shall have the exclusive right and obligation to conduct, at its own expense, such Tax Claim; provided, that none of Seller or any Selling Subsidiary shall settle, compromise or abandon any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, Claim without obtaining the prior written consent of LaserPurchasers, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre, conditioned or delayed, if such settlement, compromise or abandonment could have an adverse effect that is material on Purchasers or any of their Affiliates for any Post-Closing Period portion Tax Period. (c) In the case of a Tax Proceeding relating to a Straddle Period Tax Return, Claim of or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With with respect to any Conveyed Entity for any Straddle Period, the Controlling Party (as defined below) shall have the right and obligation to conduct, at its own expense, such Tax Claim, the party controlling the Tax Proceeding with respect thereto shall ; provided that (i) not make any submission to any taxing authority without offering the other party Controlling Party shall provide the opportunity to review itNon-Controlling Party with a timely and reasonably detailed account of each stage of such Tax Claim, (ii) keep the other party informed as to Controlling Party shall consult with the progress of Non-Controlling Party before taking any significant action in connection with such Tax Claim, (iii) provide the other party with any information that it receives in connection Controlling Party shall consult with the Tax Proceeding, (iv) permit Non-Controlling Party and offer the other party Non-Controlling Party an opportunity to participate (at its own expense) in all conferences, meetings comment before submitting any written materials prepared or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations furnished in connection with such Tax Claim with respect to issues affecting Claim, (iv) the other party's indemnity hereunder. With respect to any Controlling Party shall defend such Tax Claim relating to a Pre-Closing Period for which Laser is or may be liable pursuant to this Agreement, Parent Holdings or any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives diligently and in good faith as additional authorized representatives entitled to communicate fully if it were the only party in interest in connection with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claim. , (cv) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.the Non-Controlling

Tax Claims. (a) In If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 3.1, then such indemnified party shall give prompt notice to the case indemnifying party in writing of such claim and of any Tax audit, examination or judicial or administrative proceeding counterclaim the indemnified party proposes to assert (a "“Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor theretoClaim”), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates the failure to give such notice shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially not affect the Tax liability indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldfailure. (b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues affecting the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period Tax for which Laser the Parent and Parent Stockholders, on the one hand, or the Company and its subsidiaries on the other, is or may be liable required to indemnify the other parties pursuant to this AgreementSection 3.1 hereof, Parent Holdings or any of the indemnifying party shall, solely at its Affiliates shall either file (or cause to own cost and expense, be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully assume and control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the Internal Revenue Service foregoing, may in its sole discretion pursue or the appropriate stateforego any and all administrative appeals, local or foreign proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. The indemnified party shall have the right to employ counsel separate from counsel employed by the indemnifying party in any action involving a Tax Claim described above and to participate in the defense thereof, but the fees and expenses of such Tax Claimcounsel employed by the indemnified party shall be at the expense of the indemnified party unless the employment thereof has been specifically authorized by the indemnifying party in writing. (c) Nothing contained in this Notwithstanding anything to the contrary herein, if the indemnifying party assumes or controls the defense of any Tax Claim pursuant to Section 9.3 3.2(b), the indemnifying party shall obtain the prior written consent of the indemnified party (which shall not be construed unreasonably withheld or delayed) before entering into any settlement of a Tax Claim or ceasing to defend a Tax Claim, if pursuant to or as limiting any a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the indemnified party's right to indemnification under Section 9.1.

Tax Claims. (ai) In the case If a third-party shall notify Buyer of any Tax audit, examination contest, claim, Proceeding or judicial or administrative proceeding inquiry relating to Taxes (a "“Tax Proceeding"”) relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or by any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax ProceedingTaxing Authority which, if anysuccessful, relating solely might result in an indemnity payment to items for which Laser is liable Buyer pursuant to this AgreementArticle VI, Buyer shall notify the Holders Representative in writing of such Tax Proceeding within fifteen (15) days of receipt of any written notice from the Taxing Authority, and Parent Holdings shall be entitled to control every give the Holders Representative such other portion of information with respect thereto as the Tax ProceedingHolders Representative may reasonably request; provided, however, that neither Parent Holdings nor any failure to notify the Holders Representative promptly shall limit Buyer’s indemnification obligations under this Article VI only to the extent that the Holders shall have been actually prejudiced as a result of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheldfailure. (bii) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax ClaimProceeding that relates primarily to Taxes for which Holders would bear or would be obligated to indemnify Buyer and that relates solely to any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Proceeding”), the party controlling Holders Representative shall have the right, at its expense, to control the conduct of such Pre-Closing Tax Proceeding. The Holders Representative shall keep Buyer reasonably informed regarding the progress and substantive aspects of such Pre-Closing Tax Proceeding. If the resolution of a Pre-Closing Tax Proceeding with respect thereto shall could reasonably be expected to adversely affect Buyer or the Company, the Holders Representative shall: (i) not make consult in good faith with Buyer before taking any submission to any taxing authority without offering action in connection with the other party Pre-Closing Tax Proceeding that might adversely affect Buyer or the opportunity to review itCompany, (ii) keep the other party informed as consult in good faith with Buyer and offer Buyer a reasonable opportunity to comment and approve before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Pre-Closing Tax Proceeding to the progress of extent such materials concern matters in the Pre-Closing Tax ClaimProceeding that might adversely affect Buyer or the Company, (iii) provide permit Buyer (or any Affiliate thereof) to participate in good faith, using its reasonable efforts, in the other party with conduct of such Pre-Closing Tax Proceeding and (iv) not agree to settle, compromise, abandon or otherwise dispose of such Pre-Closing Tax Proceeding without Buyer's prior written consent (which may not be unreasonably withheld, conditioned or delayed). The Indemnity Escrow Property shall be used to pay or reimburse Buyer for the amount of any information that it receives in connection with Holder Taxes within five (5) Business Days following the disposition of such Pre-Closing Tax Proceeding, except to the extent taken into account as a liability in determining Final Working Capital. (iviii) permit Notwithstanding the other party to participate (foregoing, at its own expense) in all conferencesBuyer's request, meetings or proceedings the Holders Representative shall make a valid election under Section 6226 of the Code with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the imputed underpayment arising out of a Tax Proceeding with respect thereto shall not take involving a taxable period of the Company (or any action Affiliate thereof) ending on or make any representations in connection with such Tax Claim with respect to issues affecting before the other party's indemnity hereunder. With respect to any Tax Claim relating to a Pre-Closing Period for which Laser Date that is or may be liable conducted pursuant to this Agreement, Parent Holdings or Sections 6221-6241 of the Code as amended by the Bipartisan Budget Act of 2015 (including any of its Affiliates shall either file (or cause to be filed) submissions at Laser's direction or appoint (or cause to be appointed) Laser or its authorized representatives as additional authorized representatives entitled to communicate fully with the Internal Revenue Service or the appropriate state, local or foreign taxing authority with respect to such Tax Claimsubsequent amendments thereto). (c) Nothing contained in this Section 9.3 shall be construed as limiting any party's right to indemnification under Section 9.1.